SpinCo Transferred Assets definition

SpinCo Transferred Assets means the Assets listed in Schedule 1.4 and any Asset transferred to any member of the SpinCo Group by the Cogint Group under the Employee Matters Agreement.
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SpinCo Transferred Assets means the Assets listed in Schedule 1.5 and any Asset transferred to any member of the SpinCo Group by the Cogint Group under the Employee Matters Agreement.
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SpinCo Transferred Assets means any and all right, title and interest in and to any and all Assets (other than Patents and Trademarks (which are separately addressed below in sub-sections (h) and (i) of this definition, respectively) and datasets and derived data (which is addressed by Section 8.24 of the Merger Agreement) of Remainco and its Subsidiaries immediately prior to the Spinco Distribution (except that Spinco Assets shall not include assets related to Taxes (including any Tax Items, Tax Attributes or rights to receive any Tax refunds (each as defined in the Tax Matters Agreement)), which shall be governed by the Tax Matters Agreement) primarily related to the Spinco Business (except as otherwise expressly contemplated in this Agreement or the Ancillary Agreements), including:
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Examples of SpinCo Transferred Assets in a sentence

  • Subject to the terms and conditions of the Separation Agreement, each Cogint Entity hereby assigns, conveys, and transfers to SpinCo all of such Cogint Entity’s rights, title and interest in and to the SpinCo Transferred Assets (the “Assignment”).

Related to SpinCo Transferred Assets

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

  • 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.

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

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

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

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

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

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

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

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Transferred Interests has the meaning set forth in the Recitals.

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

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • Transferred Entities means the entities set forth on Schedule 1.9.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Transferred Property shall have the meaning specified in Section 2.1(a) hereof.

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

  • Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.

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

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Transfer Time has the meaning set forth in Section 4.3(a).

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

  • Transferred Intellectual Property means (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.

  • 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.