Xxxxxxx Retained Assets definition

Xxxxxxx Retained Assets means: (i) the Assets listed or described on Schedule 1.1(41) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Xxxxxxx or any other member of the Xxxxxxx Group, including for the avoidance of doubt all Xxxxxxx Retained IP; (ii) any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Xxxxxxx and/or any of its Subsidiaries, that are not Veralto Assets; and (iii) any and all Assets that are acquired or otherwise becomes an Asset of the Xxxxxxx Group after the Effective Time.
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Xxxxxxx Retained Assets means: (i) the Assets listed or described on Schedule 1.1(37) and any and all Assets that are expressly contemplated by this Agreement or any Ancillary Agreement as Assets to be retained by Xxxxxxx or any other member of the Xxxxxxx Group; (ii) any and all Assets that are owned, leased or licensed, at or prior to the Effective Time, by Xxxxxxx and/or any of its Subsidiaries, that are not Fortive Assets; (iii) any and all Assets that are acquired or otherwise becomes an Asset of the Xxxxxxx Group after the Effective Time; and (iv) all Xxxxxxx Retained IP.
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Related to Xxxxxxx 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

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

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

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

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

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

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

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

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

  • 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.

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

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

  • Gross estate means the gross estate, for federal estate tax purposes.

  • 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.

  • 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).

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

  • Retained Amount means the present value (as determined in accordance with sections 280G(b)(2)(A)(ii) and 280G(d)(4) of the Code) of the Total Benefits net of all federal, state and local taxes imposed on Executive with respect thereto.

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

  • the Business means the usual work and activities carried on by the Insured pertaining to his business as specified in the Schedule and no others.

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

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

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

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

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