Separated Assets definition

Separated Assets has the meaning set forth in Section 2.4(a) of this Agreement.
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Separated Assets means, without duplication, the following Assets used or held for use exclusively or primarily in the conduct of the Separated Businesses or relating exclusively or primarily to a Separated Business or to a Separated Entity:
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Separated Assets means, without duplication, those Assets used or contemplated to be used or held for use exclusively or primarily in the ownership, operation or conduct of the MGF Business or relating exclusively or primarily to the MGF Business, including the following:
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Examples of Separated Assets in a sentence

  • All prepaid items and reserves that have been maintained by Vishay on a consolidated basis but related in part to Separated Assets or Assumed Liabilities shall be allocated between Vishay and VPG as determined by Vishay in its reasonable discretion.

  • From the date hereof until the Distribution Date, Vishay shall be entitled to use, retain or otherwise dispose of all cash generated by the MGF Business and the Separated Assets in accordance with the ordinary course of operation of Vishay.

  • The parties acknowledge that the Separation is intended to result in VPG, directly or indirectly, operating the MGF Business, owning the Separated Assets and assuming the Assumed Liabilities as set forth in this Article II.

  • The New News Corporation Group shall provide to Remainco in a format reasonably determined by Remainco all information reasonably requested by Remainco as necessary to prepare any Remainco Consolidated Return, any Remainco-New News Corporation Combined Return, and any Remainco Separate Return that includes Separated Assets (each, a “Tax Package”).

  • From the date of this Agreement until the Distribution, except as separately provided in the next sentence, Remainco shall be entitled to use, retain or otherwise dispose of all Cash Equivalents generated by the Separated Business and the Separated Assets in accordance with the ordinary course operation of Remainco’s cash management systems.

  • The parties hereto acknowledge that the Separation is intended to result in the Company, directly or indirectly, operating the Company Business, owning the Separated Assets and assuming the Assumed Liabilities as set forth in this Article II.

  • The Parties acknowledge that the Separation is intended to result in Expedia, directly or indirectly, operating the Separated Businesses, owning the Separated Assets and assuming the Assumed Liabilities as set forth in this Article II.

  • Typical IEQ measures include aspects ofindoor air quality and ventilation, thermal comfort, electric and natural lighting, and noise and acoustics.

  • The Parties acknowledge that the Separation is intended to result in Novelis, directly or indirectly, operating the Separated Businesses, owning the Separated Assets and assuming the Assumed Liabilities as set forth in this Article II.

  • The Parties acknowledge that the Separation is intended to result in TripAdvisor, directly or indirectly, operating the Separated Businesses, owning the Separated Assets and assuming the Assumed Liabilities as set forth in this Article II.


More Definitions of Separated Assets

Separated Assets means, without duplication:
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Separated Assets has the meaning set forth in Section 2.04.
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Separated Assets has the meaning assigned in the Separation and Distribution Agreement;
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Separated Assets shall have the meaning set forth in the SDA.
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Separated Assets means, without duplication: (i) all interests in the capital stock of, or any other equity interests in, the members of the New News Corporation Group held,
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Separated Assets means all assets separated by the Purchaser for repurchase by the Selkr, as provided in section 2.5 hereof;
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Related to Separated Assets

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

  • Affected Assets means, collectively, the Receivables and the Related Security, Collections and Proceeds relating thereto.

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.

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

  • Separate Business means each of the activities of the Licensee connected

  • Invested Assets means cash, Cash Equivalents, short term investments, investments held for sale and any other assets which are treated as investments under GAAP.

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

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • 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.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Admitted assets means the amount thereof as of the last day of the most recently concluded annual statement year, computed in accordance with rule 191—5.6(505,515,520).

  • 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.

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

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

  • Student-Generated Content means materials or content created by a student in the services including, but not limited to, essays, research reports, portfolios, creative writing, music or other audio files, photographs, videos, and account information that enables ongoing ownership of student content.

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

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

  • Aggregated Assets for a particular Strategy shall mean the assets of all registered investment companies managed by the Adviser that are managed by the Sub-Adviser pursuant to that Strategy, including Portfolio Assets.

  • Subject Interests means Assignor’s undivided interests in the Subject Lands, as determined prior to giving effect to this Conveyance (or as may be made part of the Subject Interests pursuant to Section 3.1 or 3.2 of the Development Agreement), whether as lessee under leases, as an owner of the Subject Minerals (or the right to extract such Minerals) or otherwise, by virtue of which undivided interests Assignor has the right to conduct exploration, drilling, development and Mineral production operations on the Subject Lands, or to cause such operations to be conducted, or to participate in such operations by paying and bearing all or any part of the costs, risks and liabilities of such operations, to drill, test, complete, equip, operate and produce xxxxx to exploit the Minerals. The “Subject Interests” (a) may be owned by Assignor pursuant to leases, deeds, operating, pooling or unitization agreements, orders or any other instruments, agreements or documents, recorded or unrecorded, (b) include any and all extensions or renewals of leases covering the Subject Lands (or any portion thereof) obtained by Assignor, or any Affiliate thereof, within six (6) months after the expiration or termination of any such lease, and (c) are subject to the Permitted Encumbrances. For the avoidance of doubt, the “Subject Interests” do not include: (i) Assignor’s interests in the Excluded Assets; (ii) Assignor’s rights to substances other than Minerals; (iii) Assignor’s rights to Minerals (other than Assignee Minerals) under contracts for the purchase, sale, transportation, storage, processing or other handling or disposition of Minerals; (iv) Assignor’s interests in, or rights to Minerals (other than Assignee Minerals) held in pipelines, gathering systems, storage facilities, processing facilities or other equipment or facilities, other than Development Xxxxx; or (v) any additional or enlarged interests in the Development Xxxxx, Subject Lands or Subject Minerals acquired by Assignor after the Closing Time, except (1) to the extent any such additional or enlarged interest becomes a part of the Subject Interests by amendment to this Conveyance pursuant to Section 3.1 or 3.2 of the Development Agreement, (2) as may result from the operation of the terms of the instruments creating the Subject Interests, or (3) as may be reflected in extensions and renewals covered by the preceding sentence.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

  • Gross Assets means the total of fixed assets and current assets;

  • surplus assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up.