Shared Asset definition

Shared Asset has the meaning set forth in Section 2.05(a).

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Shared Asset means, as of any particular date, any Asset that is used or related to or held for use in an area of a Parent’s Group’s Business in a non-de minimis respect, but is not Primarily Used In The Business. For purposes of this definition, an Asset will be deemed to be used in a Parent Group’s Business in a “non-de minimis respect” if the cost of the Business replacing the Asset, including any losses or damages that may arise from any interruption in the availability of the asset, exceeds $100,000 or if at least 10% of the utilization of the asset is in connection with the Business.

Shared Asset means an asset used by the Company or the Manager on behalf of the Company for the benefit of more than one Series.

Examples of Shared Asset in a sentence

• At any time during the term of this Agreement, an Operator may remove (at its sole expense) any Severable Improvement which it exclusively funded, provided that such Operator has repaired (at its sole expense) any damage to a Shared Asset caused by such removal and has restored the related Shared Assets substantially to their condition at the time such Severable Improvements were made.

• Notwithstanding any other provision in this Agreement, no party may permit any Person (other than a party hereto) to have access to, operate over or use any Shared Asset without the prior approval of all parties, which approval may be given or refused in the sole discretion of each party.

• The Shared Asset Managers agree to have meetings if called at any time upon five Business Days prior written notice by a Shared Asset Manager.

• The Shared Asset Managers shall act reasonably, taking into account the considerations of each Series, in connection with all decisions regarding the Shared Assets.

• In addition, the Shared Contract Party shall immediately notify the Shared Asset Managers if a default or other material event occurs in respect of a Shared Contract (such as an event that affects the validity or enforceability of a Shared Contract or an event that may result in an early termination of a Shared Contract).

• Without limiting the foregoing, promptly upon receipt and delivery as applicable, the Partnership shall provide to the Shared Asset Managers copies of all notices and other correspondence relating to the Shared Permits.

• In the event that any Specified DowDuPont Shared Asset is not assignable in accordance with its terms and cannot otherwise be assigned to the Groups to whom ownership of such assets has otherwise been conveyed pursuant to this Agreement, then the Party (or member of its Group) who owns such Specified DowDuPont Shared Asset shall cause such Specified DowDuPont Shared Assets to be held in trust on behalf of the applicable Parties.

• Without limiting any other provision of this Agreement, the Parties shall, and shall cause each other member of its Group to, use commercially reasonable efforts to cause any Specified DowDuPont Shared Asset to be assigned to each Party in accordance with such Parties’ Applicable Percentage.

• In connection with the foregoing, it is expressly understood that any defaulting Party’s share of the proceeds from any Specified DowDuPont Shared Asset may be used via a right of offset to satisfy, in whole or in part, the obligations of such defaulting Party; such rights of offset shall be applied in favor of the non-defaulting Party or Parties in proportion to the additional amounts paid by any such non-defaulting Party.

• Each Series shall be responsible for its Proportionate Share of Shared Liabilities with respect to each Shared Asset pursuant to Section 3.6(d) of the Agreement.

More Definitions of Shared Asset

Shared Asset. 2.02(c)(iii) “Social Security Act” 3.15(f) “Sub” Recitals “Third Party Claim” 10.05(b) “Tier I Employee” 3.06 “Tier II Employee” 3.06 “Transferred Employees” 6.01(b) “Transferred Subsidiary Tax Attributes” 5.06(d) “U.S. Business Employee” 6.01(a) “U.S. Transferred Employee” 6.01(a)

Shared Asset or “Shared Assets” shall have the meaning set forth in Section 2.5 of this Work Agreement.

Shared Asset means any tangible personal property, other than Inventories, held by or located in any of the Retained Facilities; provided that the Shared Assets do not include the Pedrengo Assets, the Dedicated Assets or the R&D Assets.

Shared Asset means any Asset used in both the (a) Business and (b) another business operated by a Travelocity Party; provided, however, that the Assets set forth on Schedule 1(a) shall not be considered Shared Assets.