US Retained Assets definition

US Retained Assets means the following:
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US Retained Assets means the following assets of TMI and/or USORTHO as of the Closing Date which, although they relate to the Business, are not US Purchased Assets and are to be retained by TMI and/or USORTHO: (a) the Income Tax Recoverable; and (b) any Inter-Company Indebtedness.
Sample 1

Examples of US Retained Assets in a sentence

  • Notwithstanding anything herein to the contrary, the US Retained Assets and the US Retained Liabilities will be retained by Wxxxx US and not sold, assigned, conveyed, transferred or delivered to US Purchaser hereunder and the Canadian Retained Assets and Canadian Retained Liabilities will be transferred to Katy prior to the Closing pursuant to Section 5.9.

  • All refunds for Taxes of Wxxxx Canada (to the extent not reserved on the Final Closing Balance Sheet) for periods ending on or before the Closing Date (excluding the refunds for Taxes resulting from the carrying back of Tax attributes realized in periods ending after the Closing Date) and all refunds for Taxes that are US Retained Assets shall be the property of the Sellers.

  • Each item of tangible personal property owned or used by Wxxxx US or Wxxxx Canada immediately prior to the Closing Date, other than US Retained Assets and Canadian Retained Assets, will be owned or available for use by Purchasers on identical terms and conditions immediately subsequent to the Closing Date.

  • Except as disclosed in Section 7.8 of the Disclosure Schedule, all of the rights, properties and assets utilized or required by Wxxxx US in connection with owning and operating the US Business are (a) either owned by Wxxxx US or licensed or leased to Wxxxx US under the Contracts conveyed to US Purchaser under this Agreement and (b) included in the Purchased Assets (other than the US Retained Assets).

Related to US Retained Assets

  • 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.

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

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

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

  • 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%.

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

  • 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.

  • SpinCo Assets shall have the meaning set forth in Section 2.2(a).

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

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

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

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

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

  • Assigned Assets refers to the Technology, all Derivatives, all Intellectual Property Rights, all Embodiments and Business Assets, collectively.

  • Retained Business means any business now, previously or hereafter conducted by Seller or any of its Subsidiaries or Affiliates other than the Business.

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

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

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

  • Transferred Business has the meaning ascribed to such term in the Separation Agreement.

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

  • 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 Property shall have the meaning specified in Section 2.1(a) hereof.

  • Parent Assets means all Assets of either Party or the members of its Group as of the Effective Time, other than the SpinCo Assets, it being understood that, notwithstanding anything herein to the contrary, the Parent Assets shall include:

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