Purchased Assets definition
Examples of Purchased Assets in a sentence
Except for the representations and warranties in this Article III, and in the certificate delivered by Seller pursuant to Section 8.02(c), the Sellers and their Affiliates disclaim any and all representations and warranties, whether express or implied made by any Person with respect to themselves or any of the Purchased Assets, the Assumed Liabilities or the Business and the transactions contemplated by this Agreement, and any certificate, instrument or document delivered pursuant hereto.
At the request of the Sellers, Acquiror Group will use commercially reasonable efforts to cooperate with the Sellers in the transfer of the Purchased Assets to reduce the applicable Taxes, including at the request of the Sellers by accepting any embodiment of a Purchased Asset to Acquiror Group via remote telecommunication if such delivery would be reasonably expected to reduce any such Taxes.
The Purchased Assets are not subject to any preemptive right, right of first refusal or other right or restriction.
Notwithstanding the generality of the foregoing, each of Acquiror Group and the Sellers will take all such reasonable and lawful action as may be necessary or desirable in order to transfer to Acquiror Group the Purchased Assets.
The Parties shall use reasonable best efforts to negotiate a license agreement on terms reasonably acceptable to Acquiror 1 and Seller (the “IP License Agreement”) pursuant to which Sellers shall grant to Acquirors a license to use certain Intellectual Property related to the Retained Business that is excluded from the Purchased Assets pursuant to Section 2.02(k).