Transferred Assets definition

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

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Transferred Assets has the meaning set forth in Section 2.1.

Transferred Assets means (a) the Purchased Assets, (b) all of the Seller’s rights under the Purchase Agreement, including the rights to enforce the repurchase obligations of Santander Consumer for breaches of the representations and warranties of Santander Consumer set forth in Schedule II to the Purchase Agreement and (c) all proceeds of the foregoing.

Examples of Transferred Assets in a sentence

• No claim has been made by a Governmental Authority with respect to the Transferred Assets, or the Business in a jurisdiction in which the Seller Parties, do not file Tax Returns that the Seller Party, may be required to file Tax Returns or be subject to Tax in that jurisdiction, except as would not, individually or in the aggregate, be expected to result in a Business Material Adverse Effect.

• B▇▇▇▇ and Seller agree to allocate the Closing Cash Consideration (as finally determined hereunder), the Assumed Liabilities, and all other relevant items among the Transferred Assets in a manner consistent with Section 1060 of the Code and the regulations promulgated thereunder.

• To the extent reasonably requested by the Buyer, Seller shall also cause the applicable Seller Parties to enter into separate transfer agreements with the Buyer with respect to the Transferred Assets in order to effectuate the Acquisition, transfer of the Transferred Assets, and assumption of the applicable Assumed Liabilities.

• In addition, each Seller Party shall have the responsibility and obligation to respond to any inquiries or offers for a Competing Bid and perform any and all other acts related thereto which are required under the Bankruptcy Code, the Sale Order or other applicable Law, including supplying information relating to the Business and the Transferred Assets to prospective purchasers.

• Buyer and Seller shall each, be liable for fifty percent (50%) of, any sales, use, gross receipts, value added, goods and services and other transfer taxes, filing and recordation fees and similar charges (“Transfer Taxes”) incurred in connection with the purchase of the Transferred Assets, as mutually determined by Buyer and Seller.

More Definitions of Transferred Assets

Transferred Assets shall have the meaning assigned to such term in Section 2.01.

Transferred Assets has the meaning assigned to such term in Section 6.03(i).

Transferred Assets means Seller’s and its Subsidiaries’ (including the Transferred Entities’) right, title and interest in the following property and assets, real, personal, mixed, tangible and intangible, of every kind and description, whether or not reflected on the books and records of Seller and its Subsidiaries and wherever located, in each case other than the Excluded Assets:

Transferred Assets. As defined in Section 2(a).

Transferred Assets shall have the meaning set forth in the definition of Permitted Receivables Financing.

Transferred Assets means, collectively, the Transferred Collateral Obligations and Related Security Conveyed by the Seller to the Purchaser hereunder.

Transferred Assets shall have the meaning specified in Section 2.1 of the Transfer Agreement.