Settlement Retained Assets means the assets retained by Post-Reorganization EME in accordance with the EIX Settlement Agreement.
Retained Assets has the meaning set forth in Section 2.2.
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 Liabilities has the meaning set forth in Section 2.02(a).
Retained Liabilities has the meaning set forth in Section 2.4.
Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.
Transferred Assets has the meaning set forth in Section 2.1.
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Acquired Assets has the meaning set forth in Section 2.1.
Excluded Assets has the meaning set forth in Section 2.2.
Seller’s Account means such account as the Seller may specify to the Guarantor from time to time;
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.
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Purchased Assets has the meaning set forth in Section 2.1.
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.
Straddle Period means any Tax period beginning before or on and ending after the Closing Date.
Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.
Assumed Liabilities has the meaning set forth in Section 2.3.
Indemnity Escrow Amount means $5,000,000.
Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:
Excluded Liabilities has the meaning set forth in Section 2.4.
Seller Account shall have the meaning set forth in the preamble of this Agreement.
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
Indemnity Escrow Account has the meaning set forth in Section 2.3(c).
Assigned Value means the Market/Offer Price, as defined in Section 7.
Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.