Retained Assets definition

Retained Assets has the meaning set forth in Section 2.2.

Retained Assets means (i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of the Seller as a corporation; (ii) any of the rights of the Seller under this Agreement (or under any side agreement between the Seller on the one hand and the Buyers on the other hand entered into on or after the date of this Agreement); (iii) accounts, notes and other receivables of the Seller; and (iv) Cash.

Retained Assets means the assets and investments owned by Sponsor or any of its Affiliates that were not conveyed, contributed or otherwise transferred to the Partnership Group pursuant the Contribution Agreement.

Examples of Retained Assets in a sentence

• Notwithstanding the foregoing, the SpinCo Assets shall not include (i) any Nuance Retained Assets or (ii) any Assets that are determined by Nuance, in good faith prior to the Distribution, to arise primarily from the business or operations of the Nuance Business (unless otherwise expressly provided in this Agreement).

• Notwithstanding the foregoing, the SpinCo Assets shall not include (i) any Honeywell Retained Assets or (ii) any Assets that are determined by Honeywell, in good faith prior to the Distribution, to arise primarily from the business or operations of the Honeywell Business (unless otherwise expressly provided in this Agreement).

• The Retained Assets will be utilized to provide for such funding as the Receiver determines is necessary and appropriate for the post-Closing operation of the receivership, any liquidation proceedings, and the performance of its duties as statutory receiver of ELNY and to discharge claims, if any, against ELNY or the Receiver arising under subparts (1), (2) or (3) of Section 7435(a) of the New York Insurance Law and wage claims against ELNY under former Section 7426 of the New York Insurance Law.

• The costs of any examiners, consultants or advisors retained to conduct the examination of NEWCO shall be funded out of the Retained Assets to the extent the Retained Assets following such examination are equal to at least $5 million; provided, thereafter, such costs shall be funded by NEWCO.

• ELNY shall retain all Retained Assets unless and until the Receiver determines, in his sole discretion, that a transfer of any Retained Assets to NEWCO is prudent.

More Definitions of Retained Assets

Retained Assets shall have the meaning set forth in Section 1.3.

Retained Assets has the meaning given that term in Section 2.3.

Retained Assets means all pipelines, processing facilities, treating assets, vehicles, other midstream infrastructure, offices and related equipment, real estate, contracts and other related assets, or ownership interests or portions thereof owned by Field Services that were not directly or indirectly conveyed, contributed or otherwise transferred to the Partnership Group pursuant to the Contribution Agreement or the other documents referenced in the Contribution Agreement.

Retained Assets means the pipelines, terminals and other assets and investments owned by any HFC Group Member on the date of the Contribution Agreement that were not conveyed, contributed or otherwise transferred to the HEP Entities pursuant to the Contribution Agreement or otherwise.

Retained Assets has the meaning set forth in Section 1.2.

Retained Assets is defined in Section 6.5(a).

Retained Assets has the meaning set forth in the Contribution Agreement.