Israeli Purchased Assets definition

Israeli Purchased Assets means the Eilat and Netivot Equipment, the Reels, the Customer List and the Wire Specifications, collectively.
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Israeli Purchased Assets means any Purchased Assets, Assumed Liabilities or Transferred Employees purchased, assumed or hired from Sizmek Israel by Purchaser or its designee which is a resident of Israel for Israeli VAT purposes.
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Examples of Israeli Purchased Assets in a sentence

  • Notwithstanding the above, for the avoidance of doubt, any reporting for Tax purposes of the parties shall be consistent with the allocation of the Closing Cash Payment among Sellers as provided in Section 3.1(b) and between Israeli Purchased Assets and Non-Israeli Purchased Assets as provided in Section 3.5.

  • Purchaser and Parent shall allocate the Total Consideration among the Purchased Assets and the Israeli Purchased Assets as agreed by the parties and described on Schedule 2.7. Purchaser shall prepare and deliver to Parent within sixty (60) days after the Closing Date final drafts of Form 8594 and any required exhibits thereto (the “Asset Acquisition Statement”) allocating, in accordance with Schedule 2.7, the Total Consideration among the Purchased Assets and the Israeli Purchased Assets.

  • Parent shall deliver such documentation as is reasonably requested by Purchaser to evidence the transfer of the Israeli Purchased Assets.

  • All other real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Purchased Assets or the Israeli Purchased Assets for taxable periods beginning before, and ending after, the Closing Date, shall be prorated between Purchaser and Sellers as of the Closing Date based on the number of days in such period.

  • By purchasing, accepting or using the Card, you agree to be bound by this Agreement.

  • Sellers shall bear all property and ad valorem tax liability with respect to the Purchased Assets and the Israeli Purchased Assets if the lien or assessment date arises prior to the Closing Date irrespective of the reporting and payment dates of such taxes.

  • The delivery to Purchaser of the instruments of transfer of ownership contemplated by this Agreement will vest good title to the Purchased Assets and the Israeli Purchased Assets in Purchaser, free and clear of all Liens other than Permitted Exceptions.

  • Sellers desire to sell, transfer and assign to Purchaser (or its designated Affiliate or Affiliates), and Purchaser desires to (or to cause its designated Affiliate or Affiliates to) acquire and assume from Sellers, all of the Purchased Assets, Israeli Purchased Assets and Assumed Liabilities, all as more specifically provided herein.

  • Upon the Closing, the Non-Disclosure Agreement shall: (a) terminate with respect to any Confidential Information (as defined in the Non-Disclosure Agreement) of or relating to the Sellers, the Purchased Assets, the Israeli Purchased Assets and/or the Business, and (b) continue in full force and effect with respect to any other Confidential Information of or relating to the Sellers or the Excluded Assets and Excluded Liabilities.

  • Parent shall authorize and direct the appropriate directors, managers and employees of Sellers, as the case may be, to discuss matters involving the Purchased Assets, the Israeli Purchased Assets and the operations and conduct of the Business with Purchaser and/or its representatives.

Related to Israeli Purchased Assets

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

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

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

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Purchased Contracts has the meaning set forth in Section 2.1.1(a).

  • 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.

  • Purchased Interests has the meaning set forth in the Recitals.

  • Seller Shares means all shares of Common Stock of the Company owned as of the date hereof or hereafter acquired by a Common Holder, as adjusted for any stock splits, stock dividends, combinations, subdivisions, recapitalizations and the like.

  • Purchased Asset Documents means, with respect to a Purchased Asset, the documents comprising the Purchased Asset File for such Purchased Asset.

  • U.S. Purchaser is (a) any U.S. Person that purchased Units, (b) any person that purchased Units on behalf of any U.S. Person or any person in the United States, (c) any purchaser of Units that received an offer of the Units while in the United States, (d) any person that was in the United States at the time the purchaser’s buy order was made or the subscription agreement for Units was executed or delivered;

  • Purchased Interest means, at any time, the undivided percentage ownership interest in: (a) each and every Pool Receivable now existing or hereafter arising, (b) all Related Security with respect to such Pool Receivables and (c) all Collections with respect to, and other proceeds of, such Pool Receivables and Related Security. Such undivided percentage interest shall be computed as:

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

  • Receivables Purchase Price The amount described in Section 2.02 of the Pooling Agreement.

  • Purchased Items shall have the meaning assigned thereto in Section 8 hereof.

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Sold Assets has the meaning set forth in Section 2.01(b).

  • Conveyed Assets shall have the meaning set forth in Section 2.01.

  • Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.

  • Purchased Student Loan means a Trust Student Loan which is, as of the close of business on the last day of a Collection Period, purchased by the Servicer pursuant to Section 3.5 of the Servicing Agreement or repurchased by the Depositor pursuant to Section 6 of the Sale Agreement, repurchased by SLC pursuant to Section 6 of the Purchase Agreement or sold to another eligible lender holding one or more Serial Loans with respect to such Trust Student Loan pursuant to Section 3.12E or Section 3.12F of the Servicing Agreement.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Transferred Contracts has the meaning ascribed to it in Section 2.1(c).

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Option Closing Purchase Price shall have the meaning ascribed to such term in Section 2.2(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Repurchase Assets has the meaning assigned thereto in Section 8 hereof.

  • Purchased Stock means a right to purchase Common Stock granted pursuant to Article IV of the Plan.