TSA Assets definition

TSA Assets has the meaning set forth in Section 4.19.
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TSA Assets means the Excluded Assets and Transferred Assets which have been or will be agreed between the parties will be made available to the Purchaser pursuant to the terms of the TSA, including, without limitation, those listed under “TSA Assets” in Part 2 (Excluded Tangible Assets) of Attachment 2 (Excluded Assets);
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TSA Assets is defined in Section 2.1(a) of the Transfer and Servicing Agreement.
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Examples of TSA Assets in a sentence

  • To the extent any Company Property does not constitute Company Intellectual Property or TSA Assets (which are assigned or licensed to the Company pursuant to the Stock Purchase Agreement), Seller hereby assigns, and shall cause its Affiliates and its and their employees and subcontractors to assign, to Company all rights, title and interest in, to such Company Property.

  • Except for the Affiliate Assets and the TSA Assets, no Insider has any right in or to any of the assets and properties that are owned, used or held for use by the Company or its Affiliates with respect to the business of the Company except for the right to receive compensation for services rendered in the Ordinary Course.

  • Upon termination or expiration of this Agreement, Seller shall not have any further obligation with respect to any Services, or, except as expressly provided in this Agreement, any TSA Assets or Company Property, including any obligation to facilitate the Company’s or any of its Affiliates’ performance, use or maintenance of any Service or asset.

  • If any amount payable under or in connection with any of the TSA Assets is or shall become evidenced by any instrument, such instrument, other than checks and notes received in the ordinary course of business, shall be duly endorsed in a manner reasonably satisfactory to Funding LLC immediately upon the SRC’s receipt thereof and promptly delivered to or at the direction of Funding LLC.

  • SRC shall defend the right, title and interest of Funding LLC in, to and under the Transferred Receivables originated by it and the other TSA Assets, whether now existing or hereafter created, against all claims of third parties claiming through SRC.

  • The Transfer and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the TSA Assets in favor of Issuer which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from SRC.

  • SRC owns and has good and marketable title to the TSA Assets described in Section 2.1(a)(i)(D) of the Transfer and Servicing Agreement free and clear of any Adverse Claim.

  • Servicer shall maintain all of its rights, powers and privileges material to the collectibility or enforcement of the Transferred Receivables and the TSA Assets.

  • On or before each TSA Transfer Date, as appropriate, SRC shall indicate in its computer files that the TSA Assets have been sold or contributed to Funding LLC pursuant to this Agreement by so identifying such TSA Assets with an appropriate notation.

  • No indenture, certificate of designation for equity interests, agreement or other instrument to which it or any of its Subsidiaries is a party will prohibit or materially restrain, or have the effect of prohibiting or materially restraining, or imposing materially adverse conditions upon, the sale and assignment of TSA Assets.

Related to TSA Assets

  • Specified Assets the following property and assets of such Grantor:

  • 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;

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

  • Sale Assets is defined in Section 5.2(a)(ii).

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

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.

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

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

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

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

  • Subject Assets is defined in Section 2.2(c).

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

  • Gross Assets means the total of fixed assets and current assets;

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned, licensed or leased by such Person, including cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.

  • Leased Assets shall have the meaning ascribed thereto in Section 3.6.

  • Fixed Assets means Equipment and Real Estate.

  • Project Assets means all physical and other assets relating to (a) tangible assets such as civil works and equipment including foundations, embankments, pavements, road surface, interchanges, bridges, culverts, road over-bridges, drainage works, traffic signals, sign boards, kilometer-stones, [toll plaza(s)], electrical systems, communication systems, rest areas, relief centers, maintenance depots and administrative offices; and (b) Project Facilities situated on the Site;

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Portfolio Assets means all Loan Assets owned by the Borrower, together with all proceeds thereof and other assets or property related thereto, including all right, title and interest of the Borrower in and to:

  • 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.

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

  • Aggregated Assets for a particular Strategy shall mean the assets of all registered investment companies managed by the Adviser that are managed by the Sub-Adviser pursuant to that Strategy, including Portfolio Assets.

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