Seller Assets definition

Seller Assets shall have the meaning set forth in Section 2.03(b)(x).

Seller Assets is defined in Section 9.1.

Seller Assets shall have the meaning provided in Section 2.1(a).

Examples of Seller Assets in a sentence

• In consideration for the Seller Assets, Purchaser shall, on the Closing Date, pay to Seller the Receivables Purchase Price.

• Seller has the power, authority and legal right to execute and deliver this Agreement and to carry out its terms and to sell and assign the Seller Assets; and the execution, delivery and performance of this Agreement has been duly authorized by Seller by all necessary corporate action.

• The Seller is duly qualified to do business as a foreign corporation and is in good standing, and has obtained all necessary licenses and approvals, in all jurisdictions in which the ownership or lease of property or the conduct of its business shall require such qualifications and in which the failure to do so would materially and adversely affect the Purchaser’s performance of its obligations under, the validity or enforceability of, this Agreement or the Seller Assets.

• Seller will pay all expenses incident to the performance of its obligations under this Agreement and all expenses in connection with the perfection as against third parties of Purchaser’s right, title and interest in and to the Seller Assets and Purchaser agrees to pay expenses incident to the performance of its obligations under this Agreement.

• It is the express intention of Seller and Purchaser that (a) the assignment and transfer herein contemplated constitute a sale of the Receivables and the other Seller Assets described above, conveying good title thereto free and clear of any liens, encumbrances, security interests or rights of other Persons, from Seller to Purchaser and (b) the Receivables and the other Seller Assets described above not be a part of Seller’s estate in the event of a bankruptcy or insolvency of Seller.

More Definitions of Seller Assets

Seller Assets means all of the Seller's assets (other than Excluded Assets) (defined below)), including:

Seller Assets means all assets, rights, titles, interests and properties of every kind, nature, character or description (whether real, personal, mixed or otherwise) held by Seller and/or any of its Affiliates immediately prior to the Closing, excluding the Wellbore Interests.

Seller Assets means the assets, rights, agreements and operations that directly or indirectly relate to, are incorporated or embodied in, or are used in or necessary to the Business.

Seller Assets shall have the meaning assigned to it in Section 7.01 of the Purchase Agreement.

Seller Assets has the meaning specified in Section 2.1.

Seller Assets means all of the Assets of Seller and the Seller Subsidiaries, other than the Excluded Assets. For purposes of this Agreement, the term "Excluded Assets" shall mean the following Assets:

Seller Assets means all of Sellers’ right, title and interest in and to all of Sellers’ properties, assets and rights of every nature, kind and description, tangible and intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, wherever situated or located, existing as of the Closing.