Vector Retained Assets definition

Vector Retained Assets means: (i) the ownership interests in those Business Entities that are included in the definition of Vector Group, including those Business Entities set forth on Schedule 1.1(95) in the definition of Vector Group; (ii) the offices, facilities and other owned real property listed on Schedule 1.1(98) and the leases governing the leased real property (or subleases governing the subleased real property) listed on Schedule 1.1(98); (iii) all Vector 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 Vector Retained Asset or the Vector Retained Business; (iv) any and all Assets (other than cash and cash equivalents and investments) reflected on the Vector Balance Sheet or the accounting records supporting such balance sheet and any Assets acquired by or for Vector or any member of the Vector 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; (v) any rights of any member of the Vector Group under any Policies; (vi) subject to Section 9.2, any and all Assets owned or held immediately prior to the Relevant Time by Vector or any of its Subsidiaries (including, prior to the Relevant Time, Spinco or any of its Subsidiaries) primarily relating to or used in the Vector Retained Business. The intention of this clause (vi) is only to rectify any inadvertent omission of Transfer of any Asset that, had the Parties given specific consideration to such Asset as of the date hereof, would have otherwise been classified as a Vector Retained Asset. Subject to Section 9.2, no Asset shall be deemed a Vector Retained Asset solely as a result of this clause (vi) unless a claim with respect thereto is made by Vector within the applicable time period(s) established by Section 2.6(d); (vii) any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets which are being retained by, or have been or are to be Transferred to, Vector or any other member of the Vector Group; and (viii) any and all furnishings and office equipment and any other equipment located at a physical site or the portion thereof of which the ownership or leasehold interest is held by, being retained by or Tra...
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Vector Retained Assets means:
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Related to Vector 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.

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

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

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

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

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

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

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

  • 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.

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

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

  • Assigned Value means the Market/Offer Price, as defined in Section 7.

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

  • 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.

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

  • 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).

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

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

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

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

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

  • Bondable transition property means the property consisting of

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

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

  • Contractor-acquired property means property acquired, fabricated, or otherwise provided by the Contractor for performing a contract, and to which the Government has title.