Trident Retained Assets definition

Trident Retained Assets has the meaning set forth in the Separation and Distribution Agreements.
Sample 1Sample 2Sample 3
Trident Retained Assets means: (i) the ownership interests in those Business Entities that are members of the Trident Group; (ii) all Trident Retained Contracts, any rights or claims arising thereunder, and any other rights or claims or contingent rights or claims primarily relating to or arising from any Trident Retained Asset or the Trident Retained Business; (iii) any and all Assets reflected on the Trident Balance Sheet and any Assets acquired by or for Trident or any member of the Trident Group subsequent to the date of such balance sheet which, had they been so acquired on or before such date and owned as of such date, would have been reflected on such balance sheet if prepared on a consistent basis, subject to any dispositions of any of such Assets subsequent to the date of such balance sheet; (iv) subject to Article X, any and all rights of any member of the Trident Group under any Policies; (v) any and all Assets owned or held immediately prior to the Effective Time by Trident or any of its Subsidiaries that primarily relate to or are primarily used in the Trident Retained Business; (vi) the Assets set forth on Schedule 1.1(193)(vi) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets that have been or that are to be Transferred to Trident or any other member of the Trident Group; and (vii) any and all furnishings and office equipment located at a physical site to the extent the ownership or leasehold interest with respect to such physical site is being Transferred to or retained by Trident; provided, that personal computers shall be Transferred to Trident if, following the Effective Time, a Trident Group member employs the applicable employee who, prior to the Effective Time, used such personal computer. Notwithstanding the foregoing, the Trident Retained Assets shall not include any Assets to the extent they are expressly contemplated by this Agreement or any Ancillary Agreement (or the Schedules hereto or thereto) as Assets to be retained by or Transferred to any member of the Fountain Group. In the event of any inconsistency or conflict that may arise in the application or interpretation of this definition or the definition of “Fountain Assets”, for purposes of determining what is and is not a Trident Retained Asset: (1) the explicit inclusion of an item on a Schedule referred to in this definition shall take priority over any textual provision of this definition that would otherwise operate to exclude such Ass...
Sample 1Sample 2Sample 3

Related to Trident Retained Assets

  • 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.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

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

  • Retained Businesses means all businesses, operations and activities directly or indirectly conducted or formerly conducted by the Seller Group other than the Business (including all businesses, operations and activities related to any dealerships sold or disposed of prior to the date hereof).

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

  • Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.

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

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

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

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

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

  • Retained Group means, in respect of each Seller, that Seller, its subsidiaries and subsidiary undertakings from time to time, any holding company of the Seller and all other subsidiaries or subsidiary undertakings of any such holding company (excluding the Purchaser, that Seller’s Target Company and any subsidiaries or subsidiary undertakings of that Target Company);

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

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Acquired 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.

  • Retained Contracts shall have the meaning set forth in Section 1.2(i).

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

  • Retained Employees has the meaning set forth in Section 6.1.1.

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

  • SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).

  • Excluded Liabilities has the meaning set forth in Section 2.4.

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

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

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