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.
Combined Assets means the sum of Fund Assets and Other Assets; and
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Retained Liabilities has the meaning set forth in Section 2.4.
Excluded Assets has the meaning set forth in Section 2.02.
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Retained Asset Sale Proceeds shall have the meaning provided in Section 10.4.
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 Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.
Excluded Liabilities has the meaning set forth in Section 2.4.
Acquired Assets has the meaning set forth in Section 2.1.
Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.
Purchased Assets has the meaning set forth in Section 2.1.
Assumed Liabilities has the meaning set forth in Section 2.3.
Company Real Property means the Company Owned Real Property and the Company Leased Real Property.
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).
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 Business has the meaning ascribed to such term in the Separation Agreement.
Retained Environmental Liabilities means all Environmental Liabilities of Seller or its Affiliates arising out of or relating to operations or activities that are not primarily related to the Business, whether arising or related to the period before or after Closing.
Retained Contracts shall have the meaning set forth in Section 1.2(i).
Leased Assets shall have the meaning ascribed thereto in Section 3.6.
Pre-Closing Environmental Liabilities means all environmental conditions at or arising from operations at the Owned Real Property at any time prior to the Closing Date, irrespective of the date of its discovery, including arising as a result of the presence or any Release of any Hazardous Substance on, at, under or migrating onto or from the Owned Real Property, including any environmental conditions on, at, under or migrating onto or from the Owned Real Property in Schedule 1.1(3).