Assumed Purchase Orders definition

Assumed Purchase Orders has the meaning set forth in Section 2.01(d).

Assumed Purchase Orders means the outstanding customer purchase orders for vehicles ordered but not delivered prior to the Closing Date that are set forth on Schedule 5.01(b) and are on terms and conditions consistent with industry practices and the historical operations of the Dealership Companies.

Assumed Purchase Orders shall have the meaning set forth in Section 1.3.

Examples of Assumed Purchase Orders in a sentence

• Seller has not waived any material rights under any of the Assumed Contracts or Assumed Purchase Orders or modified the terms thereof other than as set forth in any amendments to, and included in, the Assumed Contracts or Assumed Purchase Orders disclosed to Buyer hereunder.

• Each of the Assumed Contracts and Assumed Purchase Orders is in full force and effect and constitutes a legal, valid and binding agreement of Seller and is enforceable in accordance with its terms against Seller and, to Seller’s Knowledge, against the applicable counterparties, except as such enforceability may be limited by applicable Enforceability Exceptions.

• There are no purchase orders related to the Products outstanding as of the Closing Date that will not be Assumed Purchase Orders.

• No Contracts other than the Assumed Purchase Orders are necessary for the conduct of the Business or are used solely in the Business.

• The Assumed Purchase Orders will have the 3 See Sections 8.01 and 9.01.

More Definitions of Assumed Purchase Orders

Assumed Purchase Orders means the open purchase orders assigned to Buyer pursuant to Sections 2.1.1.13, 2.1.2.13 and 2.1.3.9.

Assumed Purchase Orders has the meaning given to such term in Section 2.1(g).

Assumed Purchase Orders means all purchase orders of Seller outstanding as of the Closing date, except those set forth in Exhibit H.

Assumed Purchase Orders means the purchase orders identified on Schedule B and any other purchase orders added, with Buyer’s written consent, to such Schedule prior to one (1) Business Day before the Closing Date; provided, however, to the extent that any such purchase order has been fulfilled prior to the Closing (i.e., product has been delivered and become part of any Seller’s Inventory at, or any time prior to, Closing), then the purchase order shall not be an “Assumed Purchase Order” (even if it is still included on Schedule B) and all Liabilities with respect thereto shall be Excluded Liabilities.

Assumed Purchase Orders means the open inventory purchase orders related to the Business as of 11:59 p.m., New York City time on the Closing Date to be listed on the updated Schedule 2 to be delivered pursuant to Section 2(g)(i), below.

Assumed Purchase Orders means the outstanding customer purchase orders for vehicles ordered but not delivered prior to the Closing Date that are set forth on Schedule 5.0l(b) and are on terms and conditions consistent with the historical operations of the Seller.

Assumed Purchase Orders means orders for Inventory that are in process on the day of Closing that have been placed in the ordinary course of each Location by Seller.