Acquired Contract definition

Acquired Contract means a Contract acquired as of the close of business on the last day of a Collection Period by the Servicer pursuant to Section 4.07 or reacquired as of such time by the Transferor pursuant to Section 3.02.

Acquired Contract means a Vehicle Contract acquired by Colonial that was originated by a Person other than a Borrower.

Acquired Contract means each Contract entered into by the Seller or any Seller or its Affiliate (other than any Group Company) primarily relating to the Business.

Examples of Acquired Contract in a sentence

• With respect to each Acquired Contract, Buyer shall provide adequate assurance of the future performance of such Acquired Contract by Buyer.

• Upon and subject to the terms and conditions of this Agreement, from and after the Closing the Buyer shall assume and become responsible solely for the obligations and liabilities under each Acquired Contract occurring from and after the Closing, to the extent that such obligations and liabilities do not arise from any breach, default or violation of such Acquired Contract by the Seller prior to the Closing (“Assumed Liabilities”).

• Any and all Intellectual Property (i) owned or purported to be owned by Seller or that is licensed by Seller pursuant to any Acquired Contract; and (ii) owned by any of the Principals, if any, that is held for use in or used in the Business (the “Acquired IP”).

• Any assignment to Buyer of any Acquired Contract or Permit that shall, notwithstanding the provisions of sections 363 and 365 of the Bankruptcy Code, require the consent or approval of any Person for such assignment as aforesaid shall be made subject to such consent or approval being obtained.

• Each GM Buyer represents to the Sellers that such GM Buyer will be able to provide, at or prior to Closing, adequate assurance of its future performance (or future performance of any applicable subsidiary of a GM Buyer) under each applicable Acquired Contract to the parties thereto (other than Sellers) in satisfaction of Section 365(f)(2)(B) of the Bankruptcy Code, and no other or further assurance will be necessary thereunder with respect to any Acquired Contract.

More Definitions of Acquired Contract

Acquired Contract has the meaning set forth in the Purchase Agreement.

Acquired Contract has the meaning set forth in Section 2.1(c).

Acquired Contract means (i) each Contract to which the Company is a party that is identified in the Asset Transfer Agreement as a Retained Contract and (ii) each Contract to which any Acquired Subsidiary is a party.

Acquired Contract shall have the meaning specified in Section 4.13(b).

Acquired Contract shall have the meaning set forth in Section 1.01(a)(v).

Acquired Contract as defined in Section 2.1(c).

Acquired Contract means the Contracts identified by the Purchaser on Schedule 3.13 as being acquired by the Purchaser and any Contract that is not identified on Schedule 3.13 but involves the generation of revenue for any Seller, if the Purchaser elects to include such Contract as an Acquired Contract (and the Seller Parties will undertake commercially reasonable efforts as the Purchaser reasonably requests to facilitate the assignment or other transfer of such Contracts post-Closing). “Affiliate” means, with respect to a particular Person, (i) any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person, (ii) any of such Person’s spouse, siblings (by law or marriage), ancestors and descendants and (iii) any trust for the primary benefit of such Person or any of the foregoing. For the purposes of this definition only, the term “control” means possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of another Person, whether through the ownership of voting securities or equity interests, by contract or otherwise. “Agreement” is defined in the preamble to this Agreement. “Allocation Methodology” is defined in Section 1.7. “Arbitrating Accountant” means RSM US, LLP. “Assumed Liabilities” means (i) all liabilities arising out of the Acquired Assets on or after the Closing and (ii) any liabilities with respect to Indebtedness that are deducted from the Purchase Price in accordance with the terms of this Agreement (but only to the extent of such deduction). “Bank Account” is defined in Section 3.9(b). “Baseline Medicare Advantage Revenue” means $11,000,000. “Basket” is defined in Section 9.3(b). “Business” means the business of each Seller as conducted during the twelve (12) month period preceding the date of this Agreement. “Business Day” means a day that is not a Saturday, Sunday or legal holiday on which banks are authorized or required to be closed in New York, New York. “Business Representations” is defined in Section 9.3(a)(iii). “Cash Consideration” is defined in Section 1.6(a). “Closing” is defined in Section 2.1. “Closing Cash Payment” means (a) the Initial Cash Consideration, plus (b) the excess, if any, of Estimated Net Working Capital over the Net Working Capital Target, minus (c) the excess, if any, of the Net Working Capital Target over the Estimated Net Working Capital, minus (d) the Closing Indebtedness, minus (e) the Closing Transaction Expenses.