Xxxxxxx Assets definition

Xxxxxxx Assets means only the following Assets (without duplication): (i) the ownership interests (to the extent held by Dover, Xxxxxxx or any of their respective Affiliates immediately prior to the Effective Time) in each member of the Xxxxxxx Group; (ii) all Xxxxxxx Contracts, any rights or claims (whether accrued or contingent) of Dover, Knowles, or any of their respective Affiliates, arising thereunder; (iii) all Assets owned, leased or held by Dover, Knowles, or any of their respective Affiliates immediately prior to the Effective Time that are used exclusively or held for use exclusively in the Xxxxxxx Business, including inventory, accounts receivable, goodwill, and all Assets reflected on the Xxxxxxx Balance Sheet, or the accounting records supporting such balance sheet and any Assets acquired by or for the Xxxxxxx Business 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 disposition of any of the foregoing Assets subsequent to the date of such balance sheet; (iv) subject to Article IX, any rights of any member of the Xxxxxxx Group under any Third Party Shared Policies to the extent related to the Xxxxxxx Business; (v) the Assets listed or described on Schedule 1.1(61)(v) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, or assigned or transferred to, any member of the Xxxxxxx Group; and (vi) all Xxxxxxx Accounts, and, subject to the provisions of Section 2.5, all cash, cash equivalents, and securities on deposit in such accounts immediately prior to the Effective Time, after giving effect to any withdrawal by, or other distribution of cash to, Dover or any member of the Dover Group which may occur at or prior to the Effective Time. Notwithstanding the foregoing, the Xxxxxxx Assets shall in no event include: (A) the Assets listed or described on Schedule 1.1(27)(iv); or (B) any Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by, transferred or assigned to, any member of the Dover Group.

Xxxxxxx Assets except to the extent provided in, and subject to the --------------- provisions of, any of the Ancillary Agreements, all of the Assets, other than the Energizer Assets, used or held immediately prior to the Distribution Date by or on behalf of any member of either Group, including, but not limited to, the Assets set forth on Schedule 1.01(c).

Xxxxxxx Assets means with respect to each XxXxxxx Scheduled Asset, all of XxXxxxx’x right, title and interest in and to all real and personal property constituting or otherwise relating to such XxXxxxx Scheduled Asset, including the following (in each case to the extent applicable):

Examples of Xxxxxxx Assets in a sentence

• At the Lake Xxxxxxx Assets, in order to support the Petro 1 and Styrene plants, there is a line between them to allow the transfer of 600 psig superheated steam from one plant to the other for unit upsets and emergencies.

• Except as expressly set forth herein or in any other Ancillary Agreement, Xxxxx Xxxxxxx and each member of the Xxxxx Xxxxxxx Group shall bear the economic and legal risk that the Xxxxx Xxxxxxx Assets shall prove to be insufficient or that the title of any member of the Xxxxx Xxxxxxx Group to any Xxxxx Xxxxxxx Assets shall be other than good and marketable and free from encumbrances.

• The story about the Battle of Penghu in Ancient Chinese History demonstrates China’s ownership of Taiwan.

• All Assets held in trust to fund the Xxxxxxx Benefit Plans and all insurance policies funding the Xxxxxxx Benefit Plans shall be Xxxxxxx Assets (as defined in the Separation Agreement), except to the extent specifically provided otherwise in this Agreement or in any Transfer Document.

• Further, it is the intent of the Parties that the direct assumption by Xxxxxxx of Xxxxxxx Liabilities is in partial consideration for the transfer of the Xxxxxxx Assets to it in the Reorganization.

More Definitions of Xxxxxxx Assets

Xxxxxxx Assets means the Oil and Gas Properties located in the State of Texas and acquired by the Borrower, through the Interim Holder, pursuant to the Xxxxxxx PSA.

Xxxxxxx Assets means all assets, whether tangible or intangible and whether real, personal or mixed, at any time owned by the Company.

Xxxxxxx Assets has the meaning given to such term in Section 2.1(d) of this Agreement.

Xxxxxxx Assets means the Xxxxxxx Mineral Properties, the Xxxxxxx Facilities, the Xxxxxxx Miscellaneous Interests and all other real and personal property of DMI in and to the Xxxxxxx Joint Venture Agreement relating to the Xxxxxxx Assets.

Xxxxxxx Assets means those assets being contributed to the Partnership by Xxxxxxx in accordance with Section 3.1(b) hereof and any assets purchased with the proceeds from any Transfer of the Xxxxxxx Assets.

Xxxxxxx Assets has the meaning given to such term in the First Amendment.

Xxxxxxx Assets has the meaning set forth in the Separation and Distribution Agreement.