Unallocated Assets and Contingent Gains Sample Clauses

Unallocated Assets and Contingent Gains. (a) As of the Effective Time, the Parties have identified no Unallocated Assets and there shall be a presumption that any Asset not explicitly addressed in this Agreement or set forth in the Schedules hereto is, nevertheless, intended to be either a Power Asset or a Gas Asset. Such presumption may only be overcome by clear and convincing evidence to the contrary.
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Unallocated Assets and Contingent Gains. (a) As of the Date of this Agreement, the Parties have identified no Unallocated Assets. There shall be a presumption that any Asset not explicitly addressed in this Agreement or set forth in the Schedules hereto is intended to be a Real Estate Asset, a Financial Services Asset, or a Retained Business Asset. Such presumption may only be overcome by clear and convincing evidence to the contrary. Any dispute as to the proper characterization of an Asset not specifically addressed by this Agreement shall be resolved under Section 6.4.
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Unallocated Assets and Contingent Gains. (a) As of the Effective Time, the Parties have identified no Unallocated Assets. There shall be a presumption that any Asset not explicitly addressed in this Agreement or the Joint Venture Formation Agreement or set forth in any Schedules to this Agreement or the Joint Venture Formation Agreement, is intended to be either a Joint Venture Asset, a Retained Business Asset, or a Non-Utility Nuclear Asset. Such presumption may only be overcome by clear and convincing evidence to the contrary. Any dispute as to the proper characterization of an Asset as being a Non-Utility Nuclear Asset or Retained Business Asset and not specifically addressed by this Agreement shall be resolved under Section 6.4. Any dispute as to the proper characterization of an Asset being a Joint Venture Asset shall be resolved under the terms of the Joint Venture Formation Agreement.
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Related to Unallocated Assets and Contingent Gains

  • Excluded Assets and Liabilities Notwithstanding that this ------------------------------- Agreement relates to the purchase of capital stock from Seller by Purchaser, which results in the Company retaining any and all of its assets and liabilities, it is understood and agreed that Xxxxxx shall remove from the Company's premises prior to Closing and/or, as appropriate, remove from the Company's books and records, only those particular assets set forth on Schedule 1.3 hereto (the "EXCLUDED ASSETS"). Further, Xxxxxx shall assume any and all liabilities set forth on Schedule 1.3 hereto (the "EXCLUDED LIABILITIES"). Purchaser agrees that it shall cause Xxxxxx and the Company to execute any and all such bills of sale, deeds, assignments and/or agreements as may be necessary to transfer title to the Excluded Assets to Xxxxxx and to assign and/or transfer the Excluded Liabilities to Xxxxxx. The parties hereto further agree that no other assets of the Company, whether tangible or intangible, shall have been or shall be removed from the Company's premises or from the Company's books and records except in the ordinary course of the Company's Business as provided herein from and after December 31, 1995 through the Closing Date.

  • Unrelated Business Taxable Income No Employee Plan (or trust or other funding vehicle pursuant thereto) is subject to any tax under Code Section 511.

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Reallocated Principal Collections On each Distribution Date, the Servicer shall apply, or shall cause the Trustee to apply by written instruction to the Trustee substantially in the form of Exhibit B, Reallocated Principal Collections with respect to such Distribution Date, to make the following distributions or deposits in the following order of priority:

  • Excluded Amounts With the prior written consent of the Administrative Agent, the Collateral Manager may direct the Collateral Agent and the Securities Intermediary to withdraw from the Collection Account and pay to the Person entitled thereto any amounts credited thereto constituting Excluded Amounts if the Collateral Manager has, prior to such withdrawal and consent, delivered to the Administrative Agent, the Collateral Agent, the Borrower and each Lender a report setting forth the calculation of such Excluded Amounts in form and substance reasonably satisfactory to the Administrative Agent and each Lender.

  • Income Collection Unless otherwise directed by Instruction, the Custodian shall collect any amount due and payable to the Fund with respect to Investments and promptly credit the amount collected to a Principal or Agency Account; provided, however, that the Custodian shall not be responsible for: (a) the collection of amounts due and payable with respect to Investments that are in default or (b) the collection of cash or share entitlements with respect to Investments that are not registered in the name of the Custodian or its Subcustodians. The Custodian is hereby authorized to endorse and deliver any instrument required to be so endorsed and delivered to effect collection of any amount due and payable to the Fund with respect to Investments.

  • Investment Assets Those assets of the Fund as the Advisor and the Fund shall specify in writing, from time to time, including cash, stocks, bonds and other securities that the Advisor deposits with the Custodian and places under the investment supervision of the Sub-Advisor, together with any assets that are added at a subsequent date or which are received as a result of the sale, exchange or transfer of such Investment Assets.

  • Net Tangible Assets Acquiror shall have at least five million one dollars ($5,000,001) of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) remaining after the Offer.

  • Permitted Withdrawals from the Collection Accounts and Certificate Account (a) Each Servicer may from time to time make withdrawals from the related Collection Account for the following purposes:

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