TSA Assets definition

TSA Assets has the meaning set forth in Section 4.19.
TSA Assets means the Excluded Assets and Transferred Assets which have been or will be agreed between the parties will be made available to the Purchaser pursuant to the terms of the TSA, including, without limitation, those listed under “TSA Assets” in Part 2 (Excluded Tangible Assets) of Attachment 2 (Excluded Assets);

Examples of TSA Assets in a sentence

  • Except for the Affiliate Assets and the TSA Assets, no Insider has any right in or to any of the assets and properties that are owned, used or held for use by the Company or its Affiliates with respect to the business of the Company except for the right to receive compensation for services rendered in the Ordinary Course.

  • Upon termination or expiration of this Agreement, Seller shall not have any further obligation with respect to any Services, or, except as expressly provided in this Agreement, any TSA Assets or Company Property, including any obligation to facilitate the Company’s or any of its Affiliates’ performance, use or maintenance of any Service or asset.

  • Other than the security interest granted to Issuer pursuant to the Transfer and Servicing Agreement, SRC has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed the TSA Assets described.

  • In order to evidence the interests of Issuer under the Transfer and Servicing Agreement, SRC shall, from time to time take such action, or execute and deliver such instruments as may be necessary or advisable (including such actions as are reasonably requested by the Issuer or the Indenture Trustee) to maintain and perfect, as a first-priority interest, Indenture Trustee’s security interest in the TSA Assets.

  • Seller does hereby sell, transfer, assign and convey to Purchaser, all of Seller's right, title and interest in and to the TSA Assets.

  • No indenture, certificate of designation for equity interests, agreement or other instrument to which it or any of its Subsidiaries is a party will prohibit or materially restrain, or have the effect of prohibiting or materially restraining, or imposing materially adverse conditions upon, the sale and assignment of TSA Assets.

  • Servicer shall maintain all of its rights, powers and privileges material to the collectibility or enforcement of the Transferred Receivables and the TSA Assets.

  • The Transfer and Servicing Agreement creates a valid and continuing security interest (as defined in the applicable UCC) in the TSA Assets in favor of Issuer which security interest is prior to all other Adverse Claims, and is enforceable as such as against creditors of and purchasers from SRC.

  • The parties hereto intend that each TSA Transfer shall constitute a purchase and sale, as applicable, by SRC to Funding LLC and not a loan by Funding LLC to SRC secured by the TSA Assets.

  • SRC will duly fulfill all obligations on its part to be fulfilled under or in connection with each Transferred Receivable transferred by it and will do nothing to impair the rights of Funding LLC or its assigns in such Transferred Receivable or any TSA Assets.

Related to TSA Assets

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

  • 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;

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

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

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

  • Acquisition Assets With respect to an Acquisition, the aggregate net assets as of the effective date of such Acquisition of all Acquired Funds.

  • 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.

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

  • IP Assets means all Intellectual Property owned or used by or purported to be owned or used by the Group Companies.

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

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

  • Subject Assets is defined in Section 2.2(c).

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

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

  • 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.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.

  • Consolidated Assets means, at a particular date, all amounts which would be included under total assets on a consolidated balance sheet of the Company and its Subsidiaries as at such date, determined in accordance with GAAP.

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

  • Fixed Assets means Equipment and Real Estate.

  • Project Assets means all physical and other assets relating to and forming part of the Site including:

  • Operating Assets means all merchandise inventories, furniture, fixtures and equipment (including all transportation and warehousing equipment but excluding office equipment and data processing equipment) owned or leased pursuant to Capital Leases by the Company or a Restricted Subsidiary.

  • Portfolio Assets means the portion of the net assets of the Fund managed by the Sub-Adviser pursuant to the following investment strategy as agreed to by the Adviser and the Sub-Adviser in a separately negotiated investment mandate: Emerging Markets (each a “Strategy”).

  • 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.

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

  • Aggregated Assets for a particular Strategy shall mean the assets of all registered investment companies managed by the Adviser that are managed by the Sub-Adviser pursuant to that Strategy, including Portfolio Assets.

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