Transferred Assets definition
Examples of Transferred Assets in a sentence
Risk of loss of the Transferred Assets and Assumed Liabilities shall pass to Purchaser at the Closing.
Notwithstanding anything to the contrary in this Agreement, no provision of this Agreement shall be construed to (i) require either Party to provide to any Person any right to access or to review any other information, Tax Return or work papers related to Taxes to the extent not related to the Transferred Assets or the Assumed Liabilities or (ii) require either Party to provide to any Person any consolidated Tax Return or other consolidated Tax information.
To Seller’s knowledge, other than the Transferred Assets, Seller does not own, lease or hold any material Asset primarily related to the Business (other than the Excluded Assets held by Seller).
To Seller’s knowledge, Seller owns or has the right to use all intellectual property included in the Transferred Assets.
To Seller’s knowledge, there is no Action pending or threatened in writing against Seller alleging any such infringement, misappropriation or violation, except as would not reasonably be expected to have a material adverse effect on the Transferred Assets (taken as a whole).