Retained Assets has the meaning set forth in Section 2.2.
Combined Assets means the sum of Fund Assets and Other Assets; and
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.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Retained Liabilities has the meaning set forth in Section 2.4.
Acquired Assets has the meaning set forth in Section 2.1.
Retained Asset Sale Proceeds means that portion of Net Proceeds of a Prepayment Event pursuant to clause (a) of such definition not required to be applied to prepay the Loans pursuant to Section 2.11(c) due to the Disposition/Debt Percentage being less than 100%.
Excluded Assets has the meaning set forth in Section 2.2.
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.
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.
Assumed Liabilities has the meaning set forth in Section 2.3.
Purchased Assets has the meaning set forth in Section 2.1.
Company Real Property means the Company Owned Real Property and the Company Leased Real Property.
Contributed Assets shall have the meaning as set forth in Section 2.2.
Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.
Excluded Liabilities has the meaning set forth in Section 2.4.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Retained Businesses means all businesses now, previously or hereafter conducted by Parent, the Sellers or any of their Subsidiaries or Affiliates, other than the Business.
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.
Retained Contracts shall have the meaning specified in Section 2.1.6.
Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:
Leased Assets shall have the meaning ascribed thereto in Section 3.6.
Pre-Closing Environmental Liabilities means (i) any violation of Environmental Law arising in connection with the ownership or operation of the Properties prior to the Effective Time, (ii) any Release of Hazardous Substances onto or from the Properties prior to the Effective Time or relating to or arising from any activities conducted on such properties or from operation of such assets prior to the Effective Time and (iii) any claim, action, cause of action, inquiry, investigation, remediation, removal or restoration with respect to the matters set forth in subsection (i) or (ii) above