The Purchased Assets definition

The Purchased Assets shall remain in the Facility as further set forth in the Manufacturing Supply Agreement executed simultaneously herewith.
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The Purchased Assets using the methodology and allocation amounts set forth on the Schedule 2F attached hereto. For purposes of the Allocation, the Purchase Price shall mean an amount equal to the Purchase Price plus Assumed Liabilities for U.S. federal income Tax purposes. To the extent that the Purchase Price is adjusted after the Closing Date pursuant to Section 2, Buyer and Sellers agree to revise and amend the Allocation in accordance with the character of each such adjustment, consistent with the methodology on Schedule 2F. Sellers and Buyer agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income tax form, in a manner consistent with the Allocation. Sellers and Buyer shall adhere to the Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax return filed by them after the Closing Date, including the determination by Sellers of taxable gain or loss on the sale of the Purchased Assets and the determination by Buyer of its tax basis with respect to the Purchased Assets. Neither Buyer nor Sellers shall file any Tax returns or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Allocation agreed to in accordance with this Agreement, unless required to do so by applicable law.
Sample 1
The Purchased Assets. The "Purchased Assets" shall mean all right, title, interest and claims of Gold Xxxx in and to the following assets:
Sample 1

Examples of The Purchased Assets in a sentence

  • The Purchased Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.

  • The Purchased Assets constitute the following, as defined in the UCC: a general intangible, instrument, investment property, security, deposit account, financial asset, uncertificated security, securities account, or security entitlement.

  • The Purchased Assets Coverage Percentage shall become zero when the Final Payout Date has occurred and the Servicer shall have received the accrued Servicing Fee thereon.

  • The Purchased Assets include all of the properties and assets required to operate, in all material respects, the Business in the Ordinary Course of Business.

  • The Purchased Assets constitute all the assets and properties, whether tangible or intangible, whether personal, real or mixed, wherever located, that are used or held for use by Seller in the operation of the Business as currently conducted and collectively constitute all of the assets sufficient to operate the Business immediately following the Closing in substantially the same manner as currently operated.

  • The Purchased Assets Coverage Percentage shall be initially computed on the Closing Date.

  • The Purchased Assets are in good condition and repair, properly maintained, and suitable for the operation of the Business in accordance with Sellers’ past practices and as required by applicable Law.

  • The Purchased Assets are sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing.

  • The Purchased Assets shall not include any permits that are non-transferable.

  • The Purchased Assets shall be at the risk of the Vendor until Closing.


More Definitions of The Purchased Assets

The Purchased Assets are: (a) all of Seller's inventory of IR Systems, including all constituent and unassembled parts owned by Seller at Closing, other than the Purchased IR Systems (as defined below) (the "Inventory"); (b) all of Seller's rights, to the extent assignable, under the Hardware/Software License Agreement, dated July 12, 1996 (the "License Agreement"), between Digital Imaging Inc. ("Digital") and Seller; (c) all tooling owned by Seller used in the manufacture of the IR Systems that is listed or described on Schedule 2 (collectively, "Vendor Tooling"), whether located at Seller's facilities or located at the vendor facility listed on such Schedule; (d) all equipment owned by Seller which is used to test the performance and functionality of the IR Systems that is listed on Schedule 3 (collectively, "Test Equipment"); and
Sample 1
The Purchased Assets means all of Seller's (or RhinoTrax's in the case of RhinoTrax Leases) right, title, and interest in and to the following assets, properties, and contractual rights, wherever located, subject to the exceptions hereinafter set forth:
Sample 1
The Purchased Assets shall include the items set forth on Schedule 2.1(a), except as changed by assets acquired or disposed of in the ordinary course of business of the Business in compliance with Section 6.2 hereof after the date thereof, and also shall include the following:
Sample 1
The Purchased Assets shall include:
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Related to The Purchased Assets

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

  • Acquired 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.

  • 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).

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

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

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

  • 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.

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

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

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

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

  • Purchased Loan A motor vehicle retail installment loan relating to the sale of an automobile or light-duty truck originated by a Dealer, purchased by CAC or a subsidiary from such Dealer and evidenced by a motor vehicle retail installment sales contract.

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

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

  • 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;

  • Seller has the meaning set forth in the preamble.

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

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

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

  • 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:

  • 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.

  • The Purchaser means the organization purchasing the Goods, as named in SCC.

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

  • the Seller means the person so described in the Order;

  • Underlying Assets With respect to a Loan, any property or other assets designated and pledged as collateral to secure repayment of such Loan, including, without limitation, to the extent provided for in the relevant Underlying Instruments, a pledge of the stock, membership or other ownership interests in the related Obligor and all Proceeds from any sale or other disposition of such property or other assets.