Purchased Assets definition

Purchased Assets has the meaning set forth in Section 2.01.

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Purchased Assets has the meaning set forth in Section 2.1 of the Purchase Agreement.

Purchased Assets has the meaning set forth in Section 1.1.

Examples of Purchased Assets in a sentence

• Neither the Purchased Assets or the operation of the Business, nor any portion of any Tax Return that relates to the Purchased Assets or the operation of the Business, has been the subject of any audit, action, suit, proceeding, claim or examination by any Governmental Authority that has not been resolved, and no such audit, action, suit, proceeding, claim, deficiency or assessment is pending or threatened (in writing) with respect to the Purchased Assets or the operation of the Business.

• No Seller has received any notice where such Seller does not currently file Tax Returns or pay Taxes to the effect that such filings may be required with respect to the Purchased Assets or the operation of the Business or that the Purchased Assets or Business may otherwise be subject to taxation by such jurisdiction.

• Since January 1, 2023, there have not been and there are currently no Actions pending or, to Sellers’ Knowledge, threatened in law or in equity or before any Governmental Authority against any Seller or any of its properties, assets, officers or directors that would reasonably be expected to result in any Liability for any Seller, except as would not, individually or in the aggregate, reasonably be expected to be material to the Business and the Purchased Assets, taken as a whole.

• Notwithstanding anything contained herein, under no circumstance shall the obligation of Sellers to deliver the Purchased Assets be enforceable absent enforceability of the obligation of Buyer to pay the Purchase Price, and vice versa.

• No Governmental Authority has proposed to make or has made any adjustment with respect to material Taxes attributable to the Purchased Assets or the operation of the Business.

More Definitions of Purchased Assets

Purchased Assets shall have the meaning specified in Subsection 2.01(a).

Purchased Assets shall have the meaning given to such term in Section 2.1.

Purchased Assets is defined in Section 2.1.

Purchased Assets means all of Seller’s right, title and interest, whether now owned and existing or hereafter arising in and to all of the Receivables, the Related Security, the Collections and all proceeds of the foregoing.

Purchased Assets shall have the meaning set forth in Section 2.1 of this Agreement.

Purchased Assets means all of the assets of the Seller used or useful in the operation of the Business, including the following assets, but specifically excluding the Excluded Assets:

Purchased Assets means all of the Mortgage Loans sold by Seller to Purchaser in a Transaction, together with the following: (i) such other property, rights, titles or interest as are specified on the related Transaction Notice, (ii) all mortgage guarantees and insurance relating to such Mortgage Loans (issued by governmental agencies or otherwise) or the related Mortgaged Property and any mortgage insurance certificate or other document evidencing such mortgage guarantees or insurance and all claims and payments related to such Mortgage Loans, (iii) all guarantees or other support for such Mortgage Loans, (iv) all rights to Income and the rights to enforce such payments arising from such Mortgage Loans and any other contract rights, payments, rights to payment (including payments of interest or finance charges) with respect thereto, (v) the Collection Account and all amounts on deposit therein, (vi) all Additional Purchased Mortgage Loans, (vii) all “accounts,” “deposit accounts,” “securities accounts,” “chattel paper,” “commercial tort claims,” “deposit accounts,” “documents,” “general intangibles,” “instruments,” “investment property,” and “securities accounts,” relating to the foregoing as each of those terms is defined in the Uniform Commercial Code and all cash and cash equivalents and all products and proceeds relating to or constituting any or all of the foregoing, (viii) any purchase agreements or other agreements or contracts relating to or constituting any or all of the foregoing, (ix) any other collateral pledged or otherwise relating to any or all of the foregoing, together with all files, material documents, instruments, surveys (if available), certificates, correspondence, appraisals, computer records, computer storage media, accounting records and other books and records relating to the foregoing, and (x) any and all replacements, substitutions, distributions on, or proceeds with respect to, any of the foregoing.