Purchased Actions definition

Purchased Actions means all causes of action, lawsuits, judgments, Claims, refunds, rights of recovery, rights of setoff, counterclaims, defenses, demands, remedies, warranty claims, rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights (whether xxxxxx or inchoate, known or unknown, contingent or noncontingent) available to Sellers or their estates as of the time of the Closing against (A) Buyer or any of its Affiliates (other than Claims pursuant to this Agreement or arising out of the transactions contemplated hereby),
Sample 1Sample 2Sample 3
Purchased Actions means all causes of action, lawsuits, judgments, Claims, refunds, rights of recovery, rights of setoff, counterclaims, defenses, demands, remedies, warranty claims, rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights (whether choate or inchoate, known or unknown, contingent or noncontingent) available to Sellers or their estates as of the time of Closing against (A) Buyer or any of its Affiliates (other than Claims pursuant to this Agreement or arising out of the transactions contemplated hereby),(B) any person who at any time at or prior to Closing served or may serve as a director, officer, manager, employee or advisor of any Seller and any shareholder or Related Party of any Seller,(C) any customer, supplier, manufacturer, distributor, broker, or vendor of any Seller or any other Person with whom any Seller has an ordinary course commercial relationship, (D) the DIP Agent and the DIP Lenders, and (E) the Secured Parties.
Sample 1Sample 2
Purchased Actions means solely in regard to TJI and the bankruptcy case of TJI, all causes of action, lawsuits, claims, rights of recovery and other similar rights on any grounds, at law or in in equity, of TJI and its bankruptcy estate, including without limitation any and all avoidance claims and other causes of action arising under Sections 544 to 550 of the Bankruptcy Code, under any applicable state law providing for the avoidance and recovery of preferential transfers or fraudulent claims, or both, against any party, but not including and expressly excepting all causes of action, lawsuits, claims, rights of recovery and other similar rights on any grounds, at law or in equity (including avoidance claims and other causes of action arising under Sections 544 to 550 of the Bankruptcy Code), held by any of the Debtors (including TJI) against any officer, member, manager, or director of any of the Debtors or against any Affiliate or Subsidiary of the Debtors.
Sample 1Sample 2

More Definitions of Purchased Actions

Purchased Actions in Section 1.1 of the Asset Purchase Agreement is hereby amended and restated in its entirety to read as follows:
Sample 1Sample 2
Purchased Actions means all Actions (i) arising under Chapter 5 of the Bankruptcy Code, but solely to the extent such Actions are against Persons who were both
Sample 1
Purchased Actions means all causes of action, lawsuits, judgments, Claims, refunds, rights of recovery, rights of setoff, counterclaims, defenses, demands, remedies, warranty claims, rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights (whether choate or inchoate, known or unknown, contingent or noncontingent) available to Sellers or their estates as of the time of the Closing against (A) Buyer or any of its Affiliates (other than Claims pursuant to this Agreement or arising out of the transactions contemplated hereby),
Sample 1

Related to Purchased Actions

  • Specified Action has the meaning set forth in Section 3.4.2.

  • Notified Action shall have the meaning set forth in Section 7.04(a) of this Agreement.

  • Seller IP means (a) all Intellectual Property Rights in or pertaining to the Seller Products or methods or processes used or incorporated in the Seller Products, and (b) all other Intellectual Property Rights owned by or exclusively licensed to the Seller.

  • Infringement Action has the meaning set forth in Section 9.6(b).

  • Purchased Intellectual Property has the meaning set forth in Section 1.2(g).

  • Purchased Assets has the meaning set forth in Section 2.1.

  • Seller Liens shall have the meaning set forth in Section 4.3.

  • Additional Purchased Assets shall have the meaning set forth in Subsection 3(a).

  • Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).

  • Transferred Patents means those Patents identified on Schedule 1.01(g).

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Infringement Claim has the meaning set forth in Section 8.2(a).

  • Section 510(b) Claims means any Claim against any Debtor: (a) arising from the rescission of a purchase or sale of a Security of any Debtor or an affiliate of any Debtor; (b) for damages arising from the purchase or sale of such a Security; or (c) for reimbursement or contribution Allowed under section 502 of the Bankruptcy Code on account of such a Claim; provided that a Section 510(b) Claim shall not include any Claims subject to subordination under section 510(b) of the Bankruptcy Code arising from or related to an Interest.

  • Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • Seller Released Parties has the meaning ascribed to such term in Section 5.6(a).

  • Seller Intellectual Property means (a) all Intellectual Property Rights owned or licensed to Seller or its Affiliates prior to the Effective Date; (b) all Intellectual Property Rights in the Seller Parts, the Specifications, and the Base Vehicle; and (c) all other Intellectual Property Rights designed, developed, or otherwise created by Seller or its Affiliates after the Effective Date without reference to Buyer Intellectual Property excluding, in each case, any of the foregoing which are Buyer Intellectual Property.

  • Third Party Infringement Claim has the meaning set forth in Section 23.5.1.

  • Transferred Intellectual Property Rights means (a) the Transferred Patents, (b) the Transferred Copyrights, (c) the Transferred Internet Properties, (d) the Transferred Industrial Designs, (e) The Transferred Database Rights,(f) the Transferred Mask Work Rights, (g) the Transferred Trade Secrets, and (h) the Transferred Trademarks.

  • Section 510(b) Claim means any Claim arising from: (a) rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors; (b) purchase or sale of such a security; or (c) reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Derivative Action means any Action brought by or in the right of the Corporation and/or an Affiliate.

  • Adverse action means a home or remote state action.

  • Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).

  • Intellectual Property Claim means the assertion by any Person of a claim (whether asserted in writing, by action, suit or proceeding or otherwise) that any Borrower’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other property or asset is violative of any ownership of or right to use any Intellectual Property of such Person.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Seller Use means fuel used for gas compression, LPG plants and LNG plants, other gas needed by Seller's facilities to furnish the requirements of Buyers, together with unaccounted for gas. This gas shall be considered Included In Priority of Service Category 1. Other vital uses of Seller, such as flame stabilization requirements, will be met as long as such uses do not jeopardize service to its firm service Buyers.