Purchased Assets definition

Purchased Assets has the meaning set forth in Section 2.1.

Purchased Assets shall have the meaning assigned to such term in Section 2.1 of the Purchase Agreement.

Purchased Assets means all of Seller’s right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections and all proceeds of the foregoing.

Examples of Purchased Assets in a sentence

• At the applicable Deferred Closing, Seller shall sell, transfer, assign and deliver, or cause to be sold, transferred, assigned and delivered, to ABG Purchaser (or the applicable Purchaser Designee) the Deferred Business Purchased Assets that comprise the applicable Deferred Business, and ABG Purchaser (or such applicable Purchaser Designee) shall assume the Deferred Business Assumed Liabilities with respect to such Deferred Business, in each case, in accordance with Section 1.01 and this Section 6.13(a).

• Seller will defend, at its sole expense, any claim alleged, or suit or proceeding brought against Buyer during the eighteen-month period following the Closing Date that arises out of a breach of Seller’s representations and warranties set forth herein or any claim regarding the Purchased Assets that accrued in or otherwise relates to the period prior to the Effective Date.

• Until June 30, 2024, Provider shall support all regular services of the Purchased Assets and shall interface with and help explain the nuances of the operation thereof to Recipients’ assigned staff.

• To the extent any Purchased Assets contain any Personal Data, Seller agrees to effect the transfer of such Personal Data in accordance with the provisions of this Agreement and in compliance with all applicable Privacy and Data Security Requirements.

• Ownership of Seller’s interest in the Purchase Assets will be transferred to the Buyer on the Effective Date free and clear of all liens, claims and encumbrances, except that pursuant to the security agreement between Buyer and Seller dated May 31, 2024, Buyer shall grant Seller a security interest in the Purchased Assets to ensure payment of the Purchase Consideration herein.

More Definitions of Purchased Assets

Purchased Assets is defined in Section 1.1.

Purchased Assets means all of the assets of the Seller used or useful in the operation of the Business, including the following assets, but specifically excluding the Excluded Assets:

Purchased Assets shall have the meaning set forth in Section 2.1 of this Agreement.

Purchased Assets shall have the meaning ascribed to such term in Section 1.1 hereof.

Purchased Assets means all of the properties and assets owned by the Seller or otherwise employed, used or available for use in the Business, real and personal, tangible and intangible, of every kind and nature, wherever located, including: 1) all assets, trademarks, tradenames, service marks, patents, contracts and other similar rights; 2) all dial-up, dedicated,

Purchased Assets means all of the business, assets, properties, contractual rights, goodwill, going concern value, rights and claims of the Company related to the Business on the Closing Date, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the Books and Records of the Company (other than Excluded Assets), including each of the following assets:

Purchased Assets. As defined in the Asset Purchase Agreement.