Call Assets definition

Call Assets shall have the meaning set forth in Section 11.1.
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Call Assets means (a) the tangible and intangible assets of Seller or any of its Affiliates listed on Schedule 1.11, (b) the Call IPR, (c) the Transferred Contracts listed on Schedule 1.83(b), (d) the Books and Records listed on Schedule 1.9(b) and the Patent Files that relate exclusively to the Call Assets, and (e) all improvements to the foregoing developed or acquired by Seller or any of its Affiliates between the Effective Date and the Second Closing Date.
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Examples of Call Assets in a sentence

  • Therefore, the parties agree that Buyer shall have the remedies which are available to it for Seller's breach or violation of any of the provisions of this Agreement relating to the Call Assets, including, but not limited to, the equitable remedies for specific performance and injunctive relief.

  • Simultaneously with such transfer of Call Assets, the Purchaser shall deliver to Seller, by wire transfer of immediately available funds to such bank account as Seller shall designate, the purchase price for the Call Assets being purchased by Purchaser.

  • Upon the exercise of the Call Right in any Call Jurisdiction or with respect to the Satellite Rights, Buyer shall assume all liabilities and obligations of the Seller and/or the Seller Subsidiaries related to the respective Call Assets to the extent that such liabilities arise on or after the date of exercise.

  • The Call Assets shall be transferred via a Call Asset Transfer Agreement in substantially the form attached as Exhibit J hereto.

  • Such Call Notice shall specify the specific Call Assets to be acquired.

  • Notwithstanding any provision of this Agreement to the contrary, Purchaser may transfer the right to purchase any Call Assets at the Call Asset Closing to any designee that is an Affiliate of or other entity managed by New Residential Investment Corp.

  • Seller and certain of its subsidiaries desire to sell, and Buyer and certain of its subsidiaries desire to purchase, (i) the Interest, (ii) the International Network Assets and (iii) the Call Assets (collectively, such acquired assets are referred to herein as the "Purchased Assets"; provided, however, that Call Assets first shall be added to the Purchased Assets as they are acquired by Buyer and certain of its subsidiaries under a Call Asset Transfer Agreement).

  • At any Call Asset Closing, Seller shall transfer and deliver to Purchaser, full right, title and interest in and to the Call Assets purchased by Purchaser, free and clear of all liens, security interests, adverse claims or restrictions of any kind and nature (except as otherwise set forth in this Agreement).

  • The parties agree that the Call Assets and the Call Right are unique interests and that, in the event of Seller's breach of its obligations with respect to the Call Assets, monetary damages will not fully compensate Buyer.

  • The closing of the purchase of any Call Assets from Seller (a “Call Asset Closing”) shall take place as soon as reasonably practicable after the date of delivery of the Call Notice to Seller, or as otherwise agreed by Purchaser and Seller.