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),
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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.
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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.
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Examples of Purchased Actions in a sentence

  • A list of the Debtors is attached hereto as Exhibit A.LLC (f/k/a Lantern Entertainment LLC) (“Spyglass”) pursuant to the Asset Purchase Agreement (the “APA”);WHEREAS, pursuant to the APA and any order approving the APA, Spyglass did not purchase, and the Debtors did not sell, “Excluded Actions”, which include, among other things, the Debtors’ claims against Yucaipa arising under sections 544, 547, 548, 549, and 550 of the Bankruptcy Code (other than the Purchased Actions).


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:
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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
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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),
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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 (i) all Intellectual Property Rights owned by the Acquired Companies, (ii) the Transferred Trademarks, (iii) the Transferred Patents, (iv) the Transferred Domains, and (v) all other Intellectual Property Rights owned by Sellers or their respective Affiliates as of the Closing Date that are exclusively used in or are exclusively related to the development, manufacture, marketing, use or sale of the Business Products.

  • 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 means a third party claim alleging that the Equipment manufactured by Motorola or the Motorola Software directly infringes a United States patent or copyright.

  • Section 510(b) Claims means any Claim against a Debtor arising from rescission of a purchase or sale of an equity security of the Debtors or an Affiliate of the Debtors for damages arising from the purchase or sale of such an equity security or for reimbursement or contribution allowed under section 502 of the Bankruptcy Code on account of such a Claim.

  • Transferred IP means the intellectual property rights set out in the Asset List.

  • 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 any Intellectual Property that is owned by either Seller and primarily used in connection with the Business.

  • Third Party Infringement Claim has the meaning set forth in Section 6.4.

  • Section 510(b) Claim means any Claim against the Debtors arising from rescission of a purchase or sale of a security of the Debtors or an Affiliate of the Debtors, for damages arising from the purchase or sale of such a security, or for 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 any claim or assertion (whether in writing, by suit or otherwise) that a Borrower’s or Subsidiary’s ownership, use, marketing, sale or distribution of any Inventory, Equipment, Intellectual Property or other Property violates another Person’s Intellectual Property.

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

  • 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.

  • Assumed Liabilities has the meaning set forth in Section 2.3.