Purchased Assets Defined Clause Samples
Purchased Assets Defined. As used in this Agreement, the term “Purchased Assets” means, collectively, all of the following:
Purchased Assets Defined. As used in this Agreement, the term "PURCHASED ASSETS" means, collectively, all of each Seller's right, title and interest in and to all of its respective assets, other than Excluded Assets (as defined in Section 2.03) including without limitation each and all of the following assets and properties:
Purchased Assets Defined. As used in this Agreement, the term “Purchased Assets” means, collectively, Seller’s right, title and interest in and to the assets listed in Exhibit 1.2 attached hereto. The Purchased Assets specifically do not, under any circumstances, include any of Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims for preference or fraudulent conveyance recoveries under applicable law or any other litigation recoveries, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, (vii) all corporate governance and human resource documents and business books and records (other than books and records relating to the ownership and operation of the Purchased Assets), or (viii) properties, rights, contracts, claims or other assets, other than those specifically listed or described in Exhibit 1.2 hereto (collectively, the “Excluded Assets”). For the avoidance of doubt, it is the intent of the parties hereto that none of the Excluded Assets shall be transferred to Buyer. Each party shall promptly execute and deliver the other party any and all such further assignments, endorsements and other documents as such party may reasonably request for the purpose of effectuating the terms and conditions of this Section 1.2.
Purchased Assets Defined. As used in this Agreement, the term "Purchased Assets" means, collectively, all of the assets, rights and properties of Scour described in the following paragraphs of this Section 2.02.
Purchased Assets Defined. As used in this Agreement, the term “Purchased Assets” means, collectively, all of Seller’s right, title and interest in and to the Assets conveyed, transferred and assigned to Seller pursuant to the General Assignment including, but not limited to the assets listed in Schedule1.2(a) of the Disclosure Schedules, provided, however, that the Purchased Assets specifically do not, under any circumstances, include any of Seller’s or Assignor’s (i) cash, (ii) Accounts Receivable collected prior to the Closing Date, (iii) Accounts Receivable that do not relate to Assignor’s Tissue of Origin test, (iv) claims for preference or fraudulent conveyance recoveries under applicable law or any other litigation recoveries, (v) state or federal tax refunds, (vi) insurance refunds or recoveries, (vii) utility or leasehold security deposits, (viii) all corporate governance and human resource documents and business books and records provided that all books and records relating to the Purchased Assets shall be included in the Purchased Assets, (ix) any of the “Excluded Assets” set forth on Schedule 1.2(b) of the Disclosure Schedules; and (x) the Purchase Price as defined in Section 2.1. Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section.
Purchased Assets Defined. As used in this Agreement, the term “Purchased Assets” means, collectively, Seller’s right, title and interest in and to the assets listed in Exhibit 1.2(a) attached hereto, provided, however, that the Purchased Assets specifically do not, under any circumstances, include any of Seller’s or Assignor’s (i) cash, (ii) accounts receivable, (iii) claims for preference or fraudulent conveyance recoveries under applicable law or any other litigation recoveries, (iv) state or federal tax refunds, (v) insurance refunds or recoveries, (vi) utility or leasehold security deposits, (vii) all corporate governance and human resource documents and business books and records (which for clarity, shall not include regulatory or scientific documents related to the Purchased Assets), or (viii) any of the “Excluded Assets” (defined below). Buyer shall promptly execute and deliver to Seller any and all such further assignments, endorsements and other documents as Seller may reasonably request for the purpose of effectuating the terms and conditions of this Section.