Termination Assets definition

Termination Assets shall have the meaning set forth in Article 12.5(b).
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Termination Assets means, collectively, the Leased Add-On Assets, Transition Project Assets, Refreshed Assets, and New Customer Employee Assets and all related Third Party Contracts to which HP-OMS is a party immediately prior to expiration or earlier termination of this Agreement as permitted hereunder.
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Termination Assets shall have the meaning given to it in clause
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Examples of Termination Assets in a sentence

  • All disputes arising under the definition of Net Sales (as to Licensed Product Net Sales in a Combined Offering), Article 2.5 (as to sublicense terms), Article 5.3 (as to whether a patent is a Required Third Party Patent), Article 12.4 (as to whether a Conversion Event has occurred), or Article 12.5(f) (as to the Fair Asset Value of Termination Assets) shall be resolved pursuant to this Article 14.

  • HP-OMS shall maintain such Contract Records with respect to the Termination Assets in accordance with generally accepted accounting principles applied on a consistent basis and generally accepted auditing standards and in accordance with the financial record management provisions of Exhibit E, and with respect to other obligations under the Agreement, in accordance with HP-OMS' record retention policy as it may be modified from time to time and provided to HP-OMS in writing.

  • Once the third appraiser has been selected, then, as soon thereafter as practicable but within thirty (30) days, the third appraiser shall make its determination as to which of the estimates received from the original appraisers most closely reflects the fair market value of the Termination Assets.

  • Within fourteen (14) business days after the end of each calendar quarter, HP-OMS shall provide Customer with a report containing a list of the Termination Assets, initial book value, accumulated depreciation, net book value, and calculated years for depreciation per asset, as set out in HP-OMS' financial records, and any other relevant information requested by Customer to confirm compliance with HP-OMS' financial record management obligations, as set in Exhibit E, Appendix F.

  • HP-OMS grants to Customer a non-exclusive, royalty-free right, in object code form, to use all Software included within the Termination Assets throughout the Term, subject to Section 20.6(d) (TRANSFER OF TERMINATION ASSETS ON TERMINATION/EXPIRATION OF AGREEMENT), except with respect to Other HP-OMS Software, which shall be provided to Customer on a non-exclusive, right to use, paid-up, perpetual basis.

  • Upon selection, County's and HMA's appraisers will work together in good faith to agree upon the fair market value of the Termination Assets, taking into consideration the remaining term of the Lease.

  • Upon selection, Lessor's and Guarantor's appraisers will work together in good faith to agree upon the fair market value of the Termination Assets, taking into consideration the remaining term of the Lease, and the business operated therein.

  • The Contractor shall forthwith deliver to the Council each Lease, and the Contractor shall transfer all Termination Assets back to the Council at no cost and free from all encumbrances.

  • In determining the fair market value of the breaching party's Interests and the ECLAFE Termination Assets, if any, the court shall apply the standards applicable in an appraisal proceeding under Section 262 of the Delaware General Corporation Law as may be amended from time to time, which value shall not include the value of any goodwill, rights and services not transferred with the Interests and the ECLAFE Termination Assets, if any (e.g. MSDIS distribution services).

  • In determining the fair market value of the breaching party’s Interests and the ECLAFE Termination Assets, if any, the court shall apply the standards applicable in an appraisal proceeding under Section 262 of the Delaware General Corporation Law as may be amended from time to time, which value shall not include the value of any goodwill, rights and services not transferred with the Interests and the ECLAFE Termination Assets, if any (e.g. MSDIS distribution services).


More Definitions of Termination Assets

Termination Assets means those tangible telecommunication Assets of Westel which are required to be sold in order for Westel not to be a "telecommunications common carrier" within the meaning of the Telecommunications Act (Canada).
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Related to Termination Assets

  • Termination, Moving You may cancel your acceptance of the Agreement with XOOM at any time prior to midnight of the thirtieth (30th) calendar day after the date of the first bill from your utility that includes XOOM charges for gas supply service without penalty or cancellation fee by calling XOOM at 0-000-000-0000 or by sending an email to xxxxxxxxxxxx@xxxxxxxxxx.xxx. When moving to an address within your local utility’s service territory, XOOM will make every effort to transfer your service to your new service address, provided that you notify XOOM within fifteen (15) days of your move. If a transfer of service is not successful or you move to a location outside your local utility’s service territory, you may cancel this Agreement at no cost to you. Failure to notify XOOM of your move will be considered a cancellation of this Agreement in accordance with its terms.

  • Termination Proceeds means any proceeds arising out of a sale of Receivables (or interests therein) pursuant to subsection 12.01(b) of the Agreement with respect to Series 2001-D.

  • Termination Period means the period of time beginning with a Change in Control and ending on the earlier to occur of (1) two years following such Change in Control or (2) the Executive’s death.

  • Escrow Termination Date has the meaning ascribed to such term in Section 9.12.

  • Termination or “Terminated” means, for purposes of this Plan with respect to a Participant, that the Participant has for any reason ceased to provide services as an employee, officer, director, consultant, independent contractor or advisor to the Company or a Parent or Subsidiary of the Company. An employee will not be deemed to have ceased to provide services in the case of (i) sick leave, (ii) military leave, or (iii) any other leave of absence approved by the Committee; provided, that such leave is for a period of not more than 90 days, unless reemployment upon the expiration of such leave is guaranteed by contract or statute or unless provided otherwise pursuant to formal policy adopted from time to time by the Company and issued and promulgated to employees in writing. In the case of any employee on an approved leave of absence, the Committee may make such provisions respecting suspension of vesting of the Award while on leave from the employ of the Company or a Parent or Subsidiary of the Company as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the term set forth in the applicable Award Agreement. The Committee will have sole discretion to determine whether a Participant has ceased to provide services and the effective date on which the Participant ceased to provide services (the “Termination Date”).

  • Restriction Termination Date means the first day on which the Board of Directors of the Corporation determines that it is no longer in the best interests of the Corporation to attempt to, or continue to, qualify as a REIT.

  • Termination Payments has the meaning specified in Section 10(a).

  • Master Servicer Event of Termination As defined in Section 7.01 hereof.

  • Initial Termination Date has the meaning set forth in Section 9.1(b)(i).

  • Purchase Termination Date means the date upon which the Transferor shall cease, for any reason whatsoever, to make purchases of Receivables from the Seller under the Receivables Purchase Agreement or the Receivables Purchase Agreement shall terminate for any reason whatsoever.

  • Lease Termination Date means the last day of the Lease Term.

  • Service Termination Date means the last Day in a month upon which Service shall terminate, as set forth in a Schedule of Service and subject to any renewal thereof.

  • Servicer Event of Termination One or more of the events described in Section 7.01.

  • Termination Fee Event has the meaning ascribed thereto in Section 8.2(2).

  • Lease Termination Payments means all payments received by or on behalf of any Seller with respect to a Lease with respect to any terminations, surrenders, modifications, renewals or amendments of any such Lease.

  • SOFR Benchmark Transition Event means the occurrence of a Benchmark Transition Event with respect to the then-current Benchmark;

  • Termination for Cause" shall mean termination of the Executive's employment because of:

  • Outside Termination Date shall have the meaning set forth in Section 8.01(f).

  • Purchase and Sale Termination Date has the meaning set forth in Section 1.4 of the Sale Agreement.

  • Sponsor Termination Fees means the one-time payment under the Sponsor Management Agreement of a termination fee to one or more of the Sponsors in the event of either a Change of Control or the completion of a Qualifying IPO.

  • Termination Day means: (a) each day on which the conditions set forth in Section 2 of Exhibit II to the Agreement are not satisfied or (b) each day that occurs on or after the Facility Termination Date.

  • Termination Assistance Period means the period commencing upon the expiration or termination of this Agreement and each Statement of Work and expiring six (6) months thereafter, as such period may be extended by the Parties.

  • Loan Termination Date means the earliest to occur of the following: (a) November , 2009, (b) the date the Obligations are accelerated pursuant to this Agreement or the Revolving Note and (c) the date the Bank has received (i) notice in writing from the Borrower of the Borrower’s election to terminate this Agreement or the Revolving Note or (ii) indefeasible payment in full of the Obligations.

  • Accrual Termination Date Not applicable.

  • Extended Termination Date has the meaning specified in Section 2.16(c).

  • Termination Rate means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts.