Omitted Assets definition

Omitted Assets has the meaning specified in Section 5.16(a).
Sample 1Sample 2
Omitted Assets has the meaning set forth in Section 5.1.2.
Sample 1
Omitted Assets means the following to the extent not included in the Transferred Assets: (x) with respect to assets and property other than Intellectual Property, IT Assets or any Specified Excluded Asset, assets or property primarily used in the Transferred Operations; (y) with respect to Intellectual Property or IT Assets other than any Specified Excluded Asset, Intellectual Property or IT Assets primarily used in and necessary for the Transferred Operations; and (z) any Material Contract other than any Specified Excluded Asset. For the avoidance of doubt, provided that NYSE Regulation has complied with this Section 5.10, any failure by any NYSE Company to deliver an asset at Closing shall not be a breach of any of the Acquisition Documents, provided that NYSE does not have Knowledge prior to Closing that such asset is required to be transferred hereunder or such failure is (x) unintentional or (y) due to any NYSE Company’s good faith belief prior to Closing that such asset is not required to be transferred hereunder.
Sample 1

Examples of Omitted Assets in a sentence

  • The Buyer will also have a right to consider cancellation of the Contract either wholly or in part, without any entitlement or compensation to the Supplier who shall in such an event be liable to refund all payments made by the Buyer in terms of the Contract along with interest at the rate of 2% per annum above LIBOR rate.

  • On January 19, 2018, Xiomara filed a Motion to Re-Open and a Motion for Relief from Judgment and Motion to Divide Omitted Assets (“Motion for Relief”).

  • This integrated instructional delivery model is aligned with AZ State Standards and National Academic Standards.

  • The parties agree that all separate liabilities of GROOM, as set forth on Exhibit B hereof shall remain the ____ ____JBR GR separate liability of GROOM and only GROOM’s separate property will be subject to his separate liabilities.(c) Omitted Assets.

  • In this agreement: [Omitted.] [Omitted.] [Omitted.] Additional Disclosee has the meaning given to it under clause 20.2. [Omitted.] [Omitted.] Assets means all Equipment, Software, methodologies, tools, contracts and premises that form part of the Solution or are used by the Contractor to provide the Services.

  • Notwithstanding the foregoing: (i) the Omitted Assets shall not include any cash or licenses to commercially available software unless such software is expressly listed on Exhibit B or is located on any computer or other equipment transferred to the Purchaser as an Asset and (ii) the Omitted Assets shall not include any asset of the Seller not otherwise listed on Exhibit B if such transfer, license or availability of such Omitted Asset would impair the operations of the Seller.

  • The requirement that the member bank charge the executive officer or director the same fee charged any other customer of the bank in similar circumstances does not pro- hibit the member bank from charging a fee provided for in a benefit or compensation program that satisfies the require- ments detailed in section 2050.0.3.3, item (a).

  • Ideally the demerger instrument should include sweep up language to cover Omitted Assets and Omitted Liabilities (even if certain assets and liabilities are not specified) however if it doesn't, the default position is as follows: 1.

  • Post Dissolution Remediesa) Relief From Fraud or Mistakeb) Concealment of Community Property Assetc) Omitted Assets & the attorney’s Duty of Cared) Debt liability after dissolutionA,B,C,D,EBird 709-710 (Skip Harrington)In re Marriage of Epstein, 24 Cal.

  • If there's no other 5 comments, I think this is a good natural break point.


More Definitions of Omitted Assets

Omitted Assets shall have the meaning set forth in Section 5.05.
Sample 1
Omitted Assets means all Contracts, Company Assets (including without limitation all Current Company IP) or any other assets (a) necessary to enable the Company (prior to the Closing) and Parent and the Surviving Company (after the Closing) to conduct the Company Business as currently conducted and (b) that are not owned by and are not otherwise licensed to the Combined Company.
Sample 1

Related to Omitted Assets

  • Admitted assets means the amount thereof as of the last day of the most recently concluded annual statement year, computed in accordance with rule 191—5.6(505,515,520).

  • Permitted Assets means any and all properties or assets that are used or useful in a Permitted Business (including Capital Stock in a Person that is a Restricted Subsidiary and Capital Stock in a Person whose primary business is a Permitted Business that shall become a Restricted Subsidiary immediately upon the acquisition of such Capital Stock by the Issuer or by a Restricted Subsidiary, but excluding any other securities).

  • Related Assets Any assets held by a Trust the return of which is linked to one or more Underlying Securities and which, if applicable, shall be described in the related Supplement or a schedule thereto.

  • Leased Assets shall have the meaning ascribed thereto in Section 3.6.

  • Treatment site means the anatomical description of the tissue intended to receive a radiation dose, as described in a written directive.

  • Designated Assets means any property or assets (including Capital Stock of any Subsidiary) of Holdings, the Restricted Parent, the Issuer and their respective Restricted Subsidiaries constituting a business, a line or unit of a business or used in operating a business substantially as an entirety.

  • Cost of idle facilities or idle capacity means costs such as maintenance, repair, housing, rent, and other related costs, e.g., insurance, interest, property taxes and depreciation or use allowances.

  • Net Tangible Assets means the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the Company’s balance sheet, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the Company’s current liabilities appearing on such balance sheet. For purposes of this definition, the Company's balance sheet does not include assets and liabilities of its subsidiaries.

  • CAFRA Centers, Cores or Nodes means those areas with boundaries incorporated by reference or revised by the Department in accordance with N.J.A.C. 7:7-13.16.

  • 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.

  • Redacted means a version/copy of the Offeror’s proposal with the information considered proprietary or confidential (as defined by §§57-3A-1 to 57-3A-7, NMSA 1978 and NMAC 1.4.1.45 and summarized herein and outlined in Section II.C.8 of this RFP) blacked-out BUT NOT omitted or removed.

  • Specified Assets the following property and assets of such Grantor:

  • Public Property means any and all property owned by the City or held in the name of the City by any of the departments, commissions or agencies within the City government.

  • Managed Assets means the total assets of the Trust minus the sum of the accrued liabilities (other than the aggregate indebtedness constituting financial leverage). For any period less than a month during which this Agreement is in effect, the fee shall be prorated according to the proportion which such period bears to a full month of 28, 29, 30 or 31 days, as the case may be.

  • Separately invested asset means an account or fund of a district that is not invested in a pooled fund group.

  • Trauma Center or "designated trauma center" means a licensed hospital, accredited by the Joint Commission on Accreditation of Healthcare Organizations, which has been designated as a Level I, II, III, or IV trauma center and/or Level I or II pediatric trauma center by the local EMS agency, in accordance with California Trauma Care System Regulations.

  • Total Tangible Assets at any date of determination, the total amount of assets of the Guarantor and its Subsidiaries (without duplication and excluding any asset owned by the Guarantor or any Subsidiary that represents an obligation of the Guarantor or any other Subsidiary to such Subsidiary or Guarantor) after deducting therefrom all goodwill, trade names, trademarks, patents, licenses, copyrights and other intangible assets.

  • Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;

  • Self-service storage facility or "facility" means any real property designed or used for the purpose of renting or leasing individual storage space to tenants who are to have access to that space for the purpose of storing and removing personal property.

  • Qualified Assets means any of the following assets: (i) interests, rights, options, warrants or convertible or exchangeable securities of the Partnership; (ii) Debt issued by the Partnership or any Subsidiary thereof in connection with the incurrence of Funding Debt; (iii) equity interests in Qualified REIT Subsidiaries and limited liability companies (or other entities disregarded from their sole owner for U.S. federal income tax purposes, including wholly owned grantor trusts) whose assets consist solely of Qualified Assets; (iv) up to a one percent (1%) equity interest in any partnership or limited liability company at least ninety-nine percent (99%) of the equity of which is owned, directly or indirectly, by the Partnership; (v) cash held for payment of administrative expenses or pending distribution to security holders of the General Partner or any wholly owned Subsidiary thereof or pending contribution to the Partnership; and (vi) other tangible and intangible assets that, taken as a whole, are de minimis in relation to the net assets of the Partnership and its Subsidiaries.

  • Assisted cleaning or washing of tangible personal property means cleaning or washing of tangible personal property if the cleaning or washing labor is primarily performed by an individual:

  • Lost or missing licensed material means licensed material whose location is unknown. This definition includes licensed material that has been shipped but has not reached its planned destination and whose location cannot be readily traced in the transportation system.

  • Gross Assets means the total of fixed assets and current assets;

  • Invested Assets means the sum of the market value of the securities held in the Portfolios, and shall not include cash or cash equivalents.

  • Sale Assets is defined in Section 5.2(a)(ii).

  • Consolidated Net Tangible Assets means the total assets of the Company and its Restricted Subsidiaries (less applicable depreciation, amortization, and other valuation reserves), less all current liabilities (excluding intercompany liabilities) and all intangible assets of the Company and its Restricted Subsidiaries, all as set forth on the most recent consolidated balance sheet of the Company and its Restricted Subsidiaries, prepared in accordance with GAAP.