Assets to be Retained Sample Clauses

Assets to be Retained. 8 3.3 Liabilities to be Assumed by Buyer................................. 8 3.4 Liabilities to be Retained by Sellers.............................. 8
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Assets to be Retained. The Company shall retain:
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Assets to be Retained. The parties hereto acknowledge that the assets retained by the Company and the Company Contributors include all reserves relating to the Credit Insurance Business and the Company Contributed Assets include all deferred acquisition costs related to the Credit Insurance Business. SECTION 7.03
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Assets to be Retained. Seller is not selling to Buyer any marketable securities, life insurance cash surrender value, prepaid insurance premiums, or insurance policies of any type or rights to any insurance coverage under any of Seller's existing policies, or any assets not described in Section 1.1 above.
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Assets to be Retained. Notwithstanding anything to the contrary above, COCA shall retain all right, title and interest in and to, and exclude from sale, assignment, transfer or delivery hereunder all assets of COCA and its affiliates not listed in Exhibit 1.1.
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Assets to be Retained. The County will retain all right, title and interest in that portion of the Mud Creek Collection System located in the Naples Area and the Mountain Home Area, and will also retain ownership of the Prison Camp lines, the retained portions being collectively referred to hereinafter as "Retained Portion of the Mud Creek Collection System" or "Retained Equipment". The Retained Portion of the Mud Creek Collection System is more particularly shown and described in the attached Exhibit B, said Exhibit B being incorporated by reference as if fully set forth herein.3 The County may opt to lease any or all of the Retained Equipment to the City in accordance with terms hereinafter provided.
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Assets to be Retained. Notwithstanding anything to the contrary in this Agreement, Corning shall retain all right, title and interest in and to, and exclude from the sale hereunder: (a) all cash associated with the conduct of, or otherwise held by, the Serengeti Business as of or prior to the Closing Date; (b) all refunds for taxes of any nature (including without limitation income taxes) relating to the operation or ownership of the Assets and/or the Serengeti Business prior to the Closing Date; (c) all accounts receivable existing as of or prior to the Closing Date arising out of sales or operations of the Serengeti Business conducted by Corning; (d) except for those assets conveyed pursuant to Section 9.3(b), all assets of or associated with the Serengeti Business that are located in Japan; (e) all assets of or associated with the Serengeti Business that are located in France (including, without limitation, assets associated with the processing of glass lens blanks into Strata monolithic polarizing lenses); (f) subject to the license agreement described in Section 11.2, all Corning Patents, all Corning Know-How and trademarks of Corning other than the Serengeti Trademarks; and (g) all deposits in respect of assets and rights of Corning or the Serengeti Business (collectively, the "Retained Assets").
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Assets to be Retained. Seller shall retain:
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Related to Assets to be Retained

  • Assets to be Held The Custodian shall limit the securities and other assets maintained in the custody of the foreign sub-custodians to: (a) "foreign securities", as defined in paragraph (c)(1) of Rule 17f-5 under the Investment Company Act of 1940, and (b) cash and cash equivalents in such amounts as the Custodian or the Fund may determine to be reasonably necessary to effect the Fund's foreign securities transactions. The Custodian shall identify on its books as belonging to the Fund, the foreign securities of the Fund held by each foreign sub-custodian.

  • ASSETS TO BE ACQUIRED The assets of the Selling Fund to be acquired by the Acquiring Fund shall consist of all property, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, that is owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date. The Selling Fund has provided the Acquiring Fund with its most recent unaudited financial statements, which contain a list of all of the Selling Fund’s assets as of the date thereof. The Selling Fund hereby represents that as of the date of the execution of this Agreement there have been no changes in its financial position as reflected in said financial statements other than those occurring in the ordinary course of its business in connection with the purchase and sale of securities and the payment of its normal operating expenses. The Selling Fund reserves the right to sell any of such securities, but will not, without the prior written approval of the Acquiring Fund, acquire any additional securities other than securities of the type in which the Acquiring Fund is permitted to invest. The Acquiring Fund will, within a reasonable time prior to the Closing Date, furnish the Selling Fund with a list of the securities, if any, on the Selling Fund’s list referred to in the second sentence of this paragraph that do not conform to the Acquiring Fund’s investment objectives, policies, and restrictions. The Selling Fund will, within a reasonable period of time (not less than 30 days) prior to the Closing Date, furnish the Acquiring Fund with a list of its portfolio securities and other investments. In the event that the Selling Fund holds any investments that the Acquiring Fund may not hold, the Selling Fund, if requested by the Acquiring Fund, will dispose of such securities prior to the Closing Date. In addition, if it is determined that the Selling Fund and the Acquiring Fund portfolios, when aggregated, would contain investments exceeding certain percentage limitations imposed upon the Acquiring Fund with respect to such investments, the Selling Fund if requested by the Acquiring Fund will dispose of a sufficient amount of such investments as may be necessary to avoid violating such limitations as of the Closing Date. Notwithstanding the foregoing, nothing herein will require the Selling Fund to dispose of any investments or securities if, in the reasonable judgment of the Selling Fund, such disposition would violate the Selling Fund’s fiduciary duty to its shareholders.

  • Costs to Be Reimbursed § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7.

  • Assets to be Purchased (a) Subject to the conditions specified in this Agreement, at the Closing (as defined herein), Seller shall sell, assign and transfer to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights (collectively, the "Purchased Assets"): ----------------

  • Assets to be Sold Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets):

  • Assets to be Transferred The Selling Fund shall transfer all of its assets to the Acquiring Fund, including, without limitation, all cash, securities, commodities, interests in futures and dividends or interest receivables, owned by the Selling Fund and any deferred or prepaid expenses shown as an asset on the books of the Selling Fund on the Closing Date, as such term is defined in Section 3.1.

  • Service to be Rendered Transporter shall perform and Shipper shall receive service in accordance with the provisions of the effective FTS Rate Schedule and applicable General Terms and Conditions of Transporter's FERC Gas Tariff, Fourth Revised Volume No. 1 ("Tariff"), on file with the Federal Energy Regulatory Commission ("Commission"), as the same may be amended or superseded in accordance with the rules and regulations of the Commission. The maximum obligation of Transporter to deliver gas hereunder to or for Shipper, the designation of the points of delivery at which Transporter shall deliver or cause gas to be delivered to or for Shipper, and the points of receipt at which Shipper shall deliver or cause gas to be delivered, are specified in Appendix A, as the same may be amended from time to time by agreement between Shipper and Transporter, or in accordance with the rules and regulations of the Commission.

  • SERVICES TO BE RENDERED BY THE SUBADVISER TO THE TRUST a. Subject always to the direction and control of the Trustees of the Trust, the Subadviser will manage the investments and determine the composition of the assets of the Portfolios in accordance with the Portfolios' registration statement, as amended. In fulfilling its obligations to manage the investments and reinvestments of the assets of the Portfolios, the Subadviser will:

  • Instruments To Be Read Together This Supplemental Indenture is an indenture supplemental to and in implementation of the Indenture, and said Indenture and this Supplemental Indenture shall henceforth be read together.

  • Money for Payments To Be Held in Trust All payments of amounts due and payable with respect to any Notes or the Certificate that are to be made from amounts withdrawn from the Collection Account or Reserve Account, pursuant to Sections 2.07, 3.01, 4.02 and 4.03 shall be made on behalf of the Issuer by the Indenture Trustee or by a Paying Agent, and no amounts so withdrawn from such accounts for payments of Notes or the Certificate shall be paid over to the Issuer, the Owner Trustee or the Administrator except as provided in this Section. On or prior to 11:00am New York time on each Payment Date, the Issuer shall deposit in the Collection Account or, in accordance with the Sale and Servicing Agreement, cause to be deposited (including by the provision of instructions to the Indenture Trustee to make any required withdrawals from the Reserve Account and to deposit such amounts in the Collection Account) to the extent of funds available therefor, an aggregate sum sufficient to pay the amounts then becoming due under the Notes and the Certificate, such sum to be held in trust for the benefit of the Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee of its action or failure so to act. The Indenture Trustee, as Paying Agent, hereby agrees with the Issuer that it will, and the Issuer will cause each Paying Agent other than the Indenture Trustee, as a condition to its acceptance of its appointment as Paying Agent, to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee, subject to the provisions of this Section, that such Paying Agent will:

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