PSA Assets definition

PSA Assets means any Assets sold to the Purchasers under the PSA, and also includes any and all rights and interests of the Sellers in and to the confidentiality agreements assigned under the PSA and all rights relating to claims, causes of action, choses in action, rights of recovery, rights of setoff and rights of recoupment in connection with such confidentiality agreements, whether arising or relating to any period prior to or after the Effective Time (as set forth in the PSA), and shall also include any Assets that are retained by Reorganized TXCO directly or indirectly for the benefit of the Purchasers.
View Source

Examples of PSA Assets in a sentence

  • This Section 13.3 shall be of no further force or effect following the Other PSA Assets Closing.

  • On or prior to the Closing Date, the Buyer shall have the right to reallocate the Gross Asset Value and Allocated Asset Value and each of the “Gross Asset Values” and “Allocated Asset Values” (each as defined in each of the Other PSAs) among the Assets and the Other PSA Assets provided that any such reallocations shall be subject to the prior reasonable approval of the Sellers.

  • The Sellers and the Buyer hereby agree that the Gross Asset Value plus each of the “Gross Asset Values” (as defined in each of the Other PSAs) shall be allocated among the Assets and the Other PSA Assets on or prior to the Inspection Date (as to each Asset and Other PSA Asset (as applicable), the “Allocated Asset Value”) for federal, state, local and foreign tax purposes in accordance with applicable U.S. federal tax laws and analogous provisions of state, local and foreign tax laws.

  • Each Other PSA Closing shall be occurring simultaneously with the Closing under this Agreement, except any such Other PSA Closing that does not occur due to the removal of all of the Other PSA Assets to be sold under such Other PSA or the termination of such Other PSA, in each case under circumstances that do not give rise to the termination of this Agreement pursuant to the terms hereof.

  • For the avoidance of doubt, unless any Other PSA provides for “Serial Closings” pursuant to such Other PSA, the Other PSA Assets to be purchased and sold pursuant to such Other PSA shall be purchased and sold at a single closing thereunder.

  • As of the Effective Time, as consideration for the Shares, LCC hereby transfers, conveys, assigns and delivers to the Company its entire right, title and interest in and to the PSA Assets, as defined in that certain Exchange Agreement, dated as of the date hereof, by and among LCC on the one hand and Alan Finkelstein, Bradley D.

  • LCC has good and marketable title to the PSA Assets free of liens or encumbrances that do not individually or in the aggregate materially impair the Company's use thereof or materially detract from the value of the PSA Assets.

  • As of the Effective Time (as defined in Section 2 below), each of the PSA Owners hereby transfers, conveys, assigns and delivers to LCC, and LCC hereby acquires from the PSA Owners each of the PSA Owner's entire right, title and interest in and to the US Future Payments and the International Future Payments (collectively, the "PSA Assets"), in exchange for the consideration set forth in Section 5 below.