Canadian Purchased Assets definition

Canadian Purchased Assets has the meaning set forth in Section 1.1.

Canadian Purchased Assets means, collectively, the Purchased Assets of the Canadian Subsidiaries.

Canadian Purchased Assets means the Purchased Assets owned prior to Closing by the Canadian Vendors.

Examples of Canadian Purchased Assets in a sentence

• The foregoing representation and warranty shall be the only representation and warranty made by the Canadian Trustee to the Canadian Buyer and all other representations and warranties, whether legal or conventional, expressed or implied, shall be expressly excluded from the sale of the Canadian Purchased Assets as contemplated by this Agreement.

• Prior to the Closing, Canadian NewCo will not have conducted any business and will have no business activities, assets or Liabilities of any nature, other than the Canadian Purchased Assets and those incident to its incorporation.

• Sellers and Buyers acknowledge and agree that the Canadian Purchased Assets constitute a business of Agilysys Canada and comprise all or substantially all of the property reasonably necessary for Canadian Buyer to be capable of carrying on the business as a business.

• As the case may be, and subject to Section 6.8 and the second paragraph of Section 7.7(b), the Canadian Seller and the Canadian Buyer acknowledge that GST and QST payable in respect of the sale of the Real Property and forming part of the Canadian Purchased Assets is subject to Subsections 221(2), 228(4) and 228(6) of the ETA and to Sections 423, 438 and 442 of the QSTA and, consequently, the Canadian Seller is not required to collect same in respect thereof.

• Effective at Closing, upon the terms and subject to the conditions of the Purchase Agreement, Assignee hereby assumes and agrees to pay, defend, discharge and perform as and when due and performable, and indemnifies, discharges and holds harmless Assignor and its Affiliates against, all Canadian Assumed Liabilities, whether arising prior to, on or after the Closing Date, incurred in connection with, or relating to, the Canadian Purchased Assets, except for the Canadian Excluded Liabilities.

More Definitions of Canadian Purchased Assets

Canadian Purchased Assets consist of all right, title and interest of the Canadian Asset Sellers in the following assets (unless a Canadian Excluded Asset (as such term is defined in Section 2.8)), whether tangible, intangible, real or personal and wherever located:

Canadian Purchased Assets. Recitals "Canadian Sale Documents" ss. 4.2(j) "Canadian Seller" ss. 3.1(b) "Canadian Trustee" Recitals "CCRA" ss. 7.7(b) "Closing" ss. 4.1 "Closing Adjustment" ss. 3.3(d) "Closing Date" ss. 4.1 "Cure Amounts" ss. 2.6(d) "Cure Expenses" ss. 2.6(c) "Cure Payments" ss. 2.6(b) "Deed" ss. 4.2(m) "Deposit" ss. 7.11(a)(iii) "Disputed Items" ss. 3.3

Canadian Purchased Assets means all Assets of the Canadian Seller (including without limitation the Purchased Assets of the Canadian Seller) other than the Excluded Assets.

Canadian Purchased Assets means all of the business, assets, properties, contractual rights, goodwill, going concern value, rights and claims of each Company, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of such Company (other than the Excluded Assets, the Abu Dhabi Stock, and the 2003 Stock), insofar as they pertain to the foregoing, including each of the following assets:

Canadian Purchased Assets has the meaning given to such term in the Canada Supplement.

Canadian Purchased Assets means those certain assets of DSS Canada that are set forth on ‎Section 11.01(c) of the Disclosure Schedule

Canadian Purchased Assets has the meaning set forth in Section 2.01(a) of this Agreement.