Seller Retained Assets definition

Seller Retained Assets means the assets of Seller ownership of which is not being sold or transferred to Buyer pursuant to this Agreement.
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Seller Retained Assets has the meaning set forth in Section 7.2(a).
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Seller Retained Assets shall have the meaning specified in Section 2.2 of this Agreement. Seller's 401(k) Plan. "Seller's 401(k) Plan" shall have the meaning specified in Section 9.4(e) of this Agreement.
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Examples of Seller Retained Assets in a sentence

  • The Purchased Assets constitute all of the assets, rights and privileges necessary to run or operate the Acquired Business as presently conducted, except for Seller Retained Assets.

  • Each material tangible Purchased Asset (excluding the Seller Retained Assets and inventory,) material to the Acquired Business as presently conducted or material to the operation or use the Facility or any material portion thereof is free of material defects, is in satisfactory operating condition and repair (subject to normal wear and tear), and is adequate for the purposes for which it presently is used.

  • If Seller rejects the Offer, or if Buyer fails to submit an offer to purchase all of the Seller Retained Interests described in the Sale Intention Notice within the Acceptance Period, Seller shall be free to sell all or a portion of the Seller Retained Assets described in the Sale Intention Notice to any third party or third parties in its sole discretion.

  • You need to show that the Council provides services that are needed, as it isn't very clear how this supports the community.

  • Seller will not own any tangible or intangible assets at Closing (including without limitation any Real Property, Tangible Personal Property or Intellectual Property) except for the NRM Common Stock, the Company Interests, the Seller Retained Assets and, .

  • This section is intended to highlight key themes treated in the CART monograph so as to encourage readers to return to the original source for more detail.


More Definitions of Seller Retained Assets

Seller Retained Assets means all assets of Seller and its Affiliates other than the Acquired Business Assets.
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Seller Retained Assets means (i) all of Company's cash and bank accounts except to the extent accounted for in the Net Working Capital Adjustment; (ii) all excess insurance proceeds under Section 12.04 hereof; (iii) copies of the financial books and records of Company or its Affiliates and the personnel, employment and other records of Company as to their former employees; (iv) any claims or other rights to receive monies arising prior to or after the date of execution hereof which Seller has or may have which are attributable to its ownership of the Assets prior to the Closing Date except to the extent accounted for, or representing a claim for reduction in the value of Assets accounted for, in the Net Working Capital Adjustment; (v) copies of all corporate minute books and similar materials related to maintenance of corporate records; (vi) all Trademarks; (vi) prepaid pension amounts included in the Other Non-Current Assets category shown on the Audited Closing Balance Sheet; and (viii) those assets described on Schedule 1.53 hereto.
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Related to Seller Retained Assets

  • Retained Assets has the meaning set forth in Section 2.2.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Transferred Liabilities has the meaning set forth in Section 2.02(a).

  • Retained Liabilities has the meaning set forth in Section 2.4.

  • Assumed Liabilities has the meaning set forth in Section 2.3.

  • Combined Assets means the sum of Fund Assets and Other Assets; and

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • 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.

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

  • 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 Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Assigned Value means the Market/Offer Price, as defined in Section 7.

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Tax Period means, with respect to any Tax, the period for which the Tax is reported as provided under the Code or other applicable Tax Law.

  • Excluded Assets has the meaning set forth in Section 2.2.

  • Pre-Closing Straddle Period means the portion of a Straddle Period ending on the Closing Date.

  • 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

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

  • Excluded Liabilities has the meaning set forth in Section 2.4.

  • Seller’s Taxes shall have the meaning set forth in Section 5.4(a) hereof.

  • Divestiture Assets means all of Defendants’ rights, titles, and interests in and to:

  • 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%.