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

Licensee shall assume all liabilities arising out of or directly relating to ownership or use of the Transferred Assets after the Transaction Commencement Date, except that Licensee shall not assume any liabilities of Licensor arising out of or relating to the ownership or use of the Transferred Assets prior to the Transaction Commencement Date (the “Assumed Liabilities”).
The commencement of the licenses contemplated by Section 2.1 and all rights and obligations related thereto, and the closing of the sale of the Transferred Assets contemplated by Section 2.2 (the “Transaction Commencement”) shall be consummated on or before April 15, 2026, at the offices of Sheppard, Mullin, R▇▇▇▇▇▇ & H▇▇▇▇▇▇, LLP, 3▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or at such other place or date as shall be agreed upon by Licensor and Licensee.
There is, and in the past three years has been, no Action pending or, to the actual knowledge of the Chief Executive Officer and Chief Financial Officer of Prelude after due inquiry of their direct reports (“Knowledge of Prelude”), threatened against Prelude or its Affiliates that relates to the Transferred Assets or the Business.
There is no award, decision, injunction, judgment, restraining or other Order, consent or other decree, stipulation, subpoena, verdict, settlement agreement, stipulation of settlement or plea agreement that affects the Transferred Assets or the Business.
In consideration for the payment by Incyte to Prelude of the Upfront Payment, subject to the terms and conditions of this Agreement, Prelude hereby grants to Incyte an exclusive option (the “Option”) to acquire all right, title and interest in and to the Transferred Assets in accordance with the terms and conditions of the Asset Purchase Agreement, which option shall be exercisable only during the Option Period and in accordance with the terms and conditions set forth herein.

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. As defined in Section 2(a).

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 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.