Scope of Purchased Assets Sample Clauses

Scope of Purchased Assets. The Purchased Assets include no assets other than those used in the operation of the Business as currently conducted by Seller and, together with the Excluded Assets identified in subsections (a) through (o) of Section 2.2 and Buyer’s rights under this Agreement and the Ancillary Agreements, constitute all of the material assets required by Seller for the conduct of the Business in substantially the same manner as currently conducted by Seller. No Affiliate of Seller holds any interest in or otherwise has any rights with respect to any of the Purchased Assets.
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Scope of Purchased Assets. The Purchased Assets constitute (i) all of the assets owned or licensed by Seller that are used primarily in, necessary to or related directly to the research, develop, make, have made, use, offer to sell, sell, have sold and import of the Product and (ii) to the Knowledge of Seller, no other asset is used primarily in, necessary to or related directly to the research, develop, make, have made, use, offer to sell, sell, have sold or import of the Product.
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Scope of Purchased Assets. To Seller's knowledge, the Purchased Assets and the Buyer's License constitute all or substantially all intangible assets and rights necessary for Buyer's continued conduct of the Display Business as currently conducted by Seller (except for research and development capability (i.e., employees), distribution rights and channel and related goodwill, equipment, inventory, spare parts and warranty coverage for historical sales). To Seller's knowledge, other than the Purchased Assets and Buyer's License being acquired hereunder, Seller and its affiliates own no other intangible assets or Intellectual Property Rights necessary for the continued conduct of the Display Business as currently conducted by Seller (other than any rights associated with the previous parenthetical expression).
Sample 1
Scope of Purchased Assets. This Agreement is not intended to convey and does not convey assets and liabilities from the non-U.S. and non-Canadian operations of Seller.
Sample 1

Related to Scope of Purchased Assets

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Sufficiency of Purchased Assets The Purchased Assets include all right, title and interest of Seller in and to all assets, properties and rights of Seller or necessary for or used in the operation of Seller's business, other than the Excluded Assets.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Acquired Assets 11 Upon the terms and subject to the conditions set forth in this Agree- ment, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following:

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