Retained Matters definition

Retained Matters shall not include items 2(a) and 2(b) set forth on Schedule 1.1 for purposes of Sections 5.8(b), 5.8(c), and 5.8(d).

Retained Matters means, with respect to any Person, any matter other than an Assumed Matter.

Retained Matters means those Contracts, claims and disputes set forth on Schedule 1.1 and all liabilities, obligations, Liens (including Permitted Liens), rights or benefits arising out of or directly relating to such matters; provided, however, that the Retained Matters shall not include any dispute between Xxxxxxx, on the one hand, and the counterparties to the Retained Matters or any of their Affiliates, successors, or assignees thereof, on the other hand, arising after Closing, regardless of any factual similarity to those claims encompassed in the Retained Matters as of the Closing Date; provided, that the limitation in the foregoing proviso shall not apply to liabilities arising out of any conduct, action or inaction of Transferor prior to or after Closing in connection with the Retained Matters. “Retained Matters” shall not include items 2(a) and 2(b) set forth on Schedule 1.1 for purposes of Sections 5.8(b), 5.8(c), and 5.8(d).

Examples of Retained Matters in a sentence

• Except as the Allied Parties may otherwise approve after being given reasonable prior written notice (with such approval not to be unreasonably withheld or delayed), none of the Acquired Ryder Entities will sell, mortgage, pledge, subject to any Lien, lease, buy or otherwise acquire, transfer or dispose of any material property tangible or intangible or interest therein, other than Retained Matters.

• Similarly, the terms of such shares shall only provide for such economic rights and voting rights in relation to Retained Matters attached to them as shall be required under applicable law and as shall be necessary to give effect to the terms of this Agreement.

• Seller shall maintain its respective organizational status from the date hereof until the resolution of the Retained Matters (as defined in Section 14.5) and to assure that as of the Closing Date it will not be under any material restriction that would prohibit or delay the timely consummation of the transactions contemplated hereby.

• Funds in the Escrow Account shall be utilized to pay for the following: (i) any approved settlements reached or final judgments entered in the Retained Matters; (ii) defense or other legal costs of Buyer if Seller fails to reimburse Buyer for costs incurred within 30 days; (iii) indemnification of Buyer for Claims if Seller.

• If Seller proposes to enter into a resolution of the “excessive fee” litigation included in the Retained Matters in a manner that imposes an economic burden on Buyer or the Company, Seller agrees to obtain the consent of Buyer, not to be unreasonably withheld.

More Definitions of Retained Matters

Retained Matters means, with respect to Euronext or any Subsidiary of Euronext, any matter other than an Assumed Matter.

Retained Matters means those books and records or intellectual property rights or any other matter or information to be retained by AlintaGas, as described in Schedule 20 of the Transfer Order.

Retained Matters means the cash, cash equivalents, accounts receivable, accounts payable and rights and obligations earned, incurred or accrued in periods prior to the Effective Time, and the office equipment and business and other administrative records located in the offices of the Seller in Houston, Texas.

Retained Matters any obligation of NTL Chichester to transfer the Retained NatTrans Shares to the Buyer;

Retained Matters means the matters set forth on Schedule 1.01(g).

Retained Matters means those Books and Records or Intellectual Property Rights or any other mat- ter or information to be retained by Gas Corporation, as described in Schedule 20.

Retained Matters means any asset, right, contract or any other matter or information to be retained by the corporation, including without limiting the generality of the foregoing, those things described in Schedule 10.