Seller Retained Assets definition

Seller Retained Assets means the assets of Seller ownership of which is not being sold or transferred to Buyer pursuant to this Agreement.

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Seller Retained Assets means those assets and properties owned or held as of the Execution Date by Company (or any Person that is a subsidiary of the Company on the Execution Date) that are transferred to Seller or its Affiliates pursuant to the Pre-Closing Reorganization.

Seller Retained Assets has the meaning set forth in Section 7(p).

Examples of Seller Retained Assets in a sentence

Except as would not, individually or in the aggregate, be material to the Company Group (taken as a whole), the assets and properties of the Company Group, excluding the Seller Retained Assets, are sufficient to carry on the Business as conducted as of the Execution Date, and the transfer of the Seller Retained Assets pursuant to the Pre-Closing Reorganization will not impair the sufficiency of such assets and properties immediately after Closing.
Notwithstanding any other provision of this Agreement to the contrary, Seller’s representations and warranties in Article 3 and Article 4 shall not apply to any of the Seller Retained Assets.
Notwithstanding anything to the contrary in this Agreement, the transactions contemplated by this Agreement exclude, and prior to or on the Closing Date, Seller shall cause the Company Group to transfer to Seller or any Seller Affiliates, the Seller Retained Assets and Seller will be responsible for all costs and expenses and Taxes relating to the Pre-Closing Reorganization, including all costs and expenses relating to any consent required from any Third Party to implement the Pre-Closing Reorganization.
With respect to the employees of a member of the Company Group who are, as of the Execution Date, employed in Canada and who work primarily for the Company Group’s business associated with the Seller Retained Assets or who are otherwise expressly identified by Seller to be employed by Seller or an Affiliate of Seller’s post-Closing (the “Crude Employees”), Seller shall or shall cause an Affiliate of Seller to offer employment to each such Crude Employee effective on and conditional upon the Closing.

More Definitions of Seller Retained Assets

Seller Retained Assets shall have the meaning specified in Section 2.2 of this Agreement. Seller's 401(k) Plan. "Seller's 401(k) Plan" shall have the meaning specified in Section 9.4(e) of this Agreement.

Seller Retained Assets means all assets of Seller and its Affiliates other than the Acquired Business Assets.

Seller Retained Assets means (i) all of Company's cash and bank accounts except to the extent accounted for in the Net Working Capital Adjustment; (ii) all excess insurance proceeds under Section 12.04 hereof; (iii) copies of the financial books and records of Company or its Affiliates and the personnel, employment and other records of Company as to their former employees; (iv) any claims or other rights to receive monies arising prior to or after the date of execution hereof which Seller has or may have which are attributable to its ownership of the Assets prior to the Closing Date except to the extent accounted for, or representing a claim for reduction in the value of Assets accounted for, in the Net Working Capital Adjustment; (v) copies of all corporate minute books and similar materials related to maintenance of corporate records; (vi) all Trademarks;