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.
Sample 1Sample 2
Seller Retained Assets has the meaning set forth in Section 7.2(a).
Sample 1
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.
Sample 1

Examples of Seller Retained Assets in a sentence

  • Seller will not own any tangible or intangible assets at Closing (including without limitation any Real Property, Tangible Personal Property or Intellectual Property) except for the NRM Common Stock, the Company Interests, the Seller Retained Assets and, .

  • The Seller Retained Assets shall only be comprised of assets owned, used or operated exclusively by Seller, and shall not be comprised of any assets owned, used, operated or shared by Seller and NRM or either Company or any assets necessary for NRM or either Company to conduct its respective businesses.


More Definitions of Seller Retained 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; (vi) prepaid pension amounts included in the Other Non-Current Assets category shown on the Audited Closing Balance Sheet; and (viii) those assets described on Schedule 1.53 hereto.
Sample 1
Seller Retained Assets means all assets of Seller and its Affiliates other than the Acquired Business Assets.
Sample 1

Related to Seller Retained Assets

  • Retained Assets has the meaning set forth in Section 2.2.

  • Transferred Assets has the meaning set forth in Section 2.1.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.

  • Leased Assets shall have the meaning ascribed thereto in Section 3.6.

  • Retained asset account means any mechanism whereby the settlement of proceeds payable under a policy or contract is accomplished by the insurer or an entity acting on behalf of the insurer depositing the proceeds into an account with check or draft writing privileges, where those proceeds are retained by the insurer or its agent, pursuant to a supplementary contract not involving annuity benefits other than death benefits.

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Assigned Value means the Market/Offer Price, as defined in Section 7.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above

  • Specified Assets the following property and assets of such Grantor:

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Property EBITDA means for any property owned by Ventas, Inc. or any of its Subsidiaries as of the date of determination, for any period of time, the net income (loss) derived from such property for such period, before deductions for (without duplication):

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to: