Graham Retained Assets means the Assets to be retained by the Graham Group set forth on Schedule V. “Graham Retained Liabilities” means the Liabilities to be retained by the Graham Group set forth on Schedule VI.
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.
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%.
Retained Liabilities has the meaning set forth in Section 2.4.
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Excluded Assets has the meaning set forth in Section 2.2.
Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Transferred Assets has the meaning set forth in Section 2.1.
SpinCo Assets shall have the meaning set forth in Section 2.2(a).
Intra-Group Liabilities means the Liabilities owed by any member of the Group to any of the Intra-Group Lenders.
Excluded Liabilities has the meaning set forth in Section 2.4.
Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:
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.
Related Business Assets means assets (other than cash or Cash Equivalents) used or useful in a Similar Business; provided that any assets received by the Issuer or a Restricted Subsidiary in exchange for assets transferred by the Issuer or a Restricted Subsidiary shall not be deemed to be Related Business Assets if they consist of securities of a Person, unless upon receipt of the securities of such Person, such Person would become a Restricted Subsidiary.
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.
Contributed Assets shall have the meaning as set forth in Section 2.2.
Company Real Property means the Company Owned Real Property and the Company Leased Real Property.
Assumed Liabilities has the meaning set forth in Section 2.3.
SpinCo Liabilities shall have the meaning set forth in Section 2.3(a).
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.
SpinCo Business has the meaning set forth in the Separation and Distribution Agreement.
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.
Group Business Entity means;
Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).