The Purchased Assets definition

The Purchased Assets shall remain in the Facility as further set forth in the Manufacturing Supply Agreement executed simultaneously herewith.

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The Purchased Assets are: (a) all of Seller's inventory of IR Systems, including all constituent and unassembled parts owned by Seller at Closing, other than the Purchased IR Systems (as defined below) (the "Inventory"); (b) all of Seller's rights, to the extent assignable, under the Hardware/Software License Agreement, dated July 12, 1996 (the "License Agreement"), between Digital Imaging Inc. ("Digital") and Seller; (c) all tooling owned by Seller used in the manufacture of the IR Systems that is listed or described on Schedule 2 (collectively, "Vendor Tooling"), whether located at Seller's facilities or located at the vendor facility listed on such Schedule; (d) all equipment owned by Seller which is used to test the performance and functionality of the IR Systems that is listed on Schedule 3 (collectively, "Test Equipment"); and

The Purchased Assets shall include the items set forth on Schedule 2.1

Examples of The Purchased Assets in a sentence

• The Purchased Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the Business as currently conducted.

• The Purchased Assets constitute the following, as defined in the UCC: a general intangible, instrument, investment property, security, deposit account, financial asset, uncertificated security, securities account, or security entitlement.

• The Purchased Assets Coverage Percentage shall become zero when the Final Payout Date has occurred and the Servicer shall have received the accrued Servicing Fee thereon.

• The Purchased Assets are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property, and assets necessary to conduct the Business as currently conducted.

• The Purchased Assets constitute all the assets and properties, whether tangible or intangible, whether personal, real or mixed, wherever located, that are used or held for use by Seller in the operation of the Business as currently conducted and collectively constitute all of the assets sufficient to operate the Business immediately following the Closing in substantially the same manner as currently operated.

• The Purchased Assets Coverage Percentage shall be initially computed on the Closing Date.

• The Purchased Assets are in good condition and repair, properly maintained, and suitable for the operation of the Business in accordance with Sellers’ past practices and as required by applicable Law.

• The Purchased Assets shall not include any permits that are non-transferable.

• The Purchased Assets are in good condition and are adequate for the uses to which they are being put, and none of such Purchased Assets are in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost.

• The Purchased Assets are sufficient for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted immediately prior to the Closing.

More Definitions of The Purchased Assets

The Purchased Assets means all of Seller's (or RhinoTrax's in the case of RhinoTrax Leases) right, title, and interest in and to the following assets, properties, and contractual rights, wherever located, subject to the exceptions hereinafter set forth:

The Purchased Assets. The "Purchased Assets" shall mean all right, title, interest and claims of Gold ▇▇▇▇ in and to the following assets:

The Purchased Assets using the methodology and allocation amounts set forth on the Schedule 2F attached hereto. For purposes of the Allocation, the Purchase Price shall mean an amount equal to the Purchase Price plus Assumed Liabilities for U.S. federal income Tax purposes. To the extent that the Purchase Price is adjusted after the Closing Date pursuant to Section 2, Buyer and Sellers agree to revise and amend the Allocation in accordance with the character of each such adjustment, consistent with the methodology on Schedule 2F. Sellers and Buyer agree to prepare and file an IRS Form 8594 for or such other form or statement as may be required by applicable law, rule or regulation, and any comparable state or local income tax form, in a manner consistent with the Allocation. Sellers and Buyer shall adhere to the Allocation for all Tax-related purposes including any federal, foreign, state, county or local income and franchise Tax return filed by them after the Closing Date, including the determination by Sellers of taxable gain or loss on the sale of the Purchased Assets and the determination by Buyer of its tax basis with respect to the Purchased Assets. Neither Buyer nor Sellers shall file any Tax returns or, in a judicial or administrative proceeding, assert or maintain any Tax reporting position that is inconsistent with this Agreement or the Allocation agreed to in accordance with this Agreement, unless required to do so by applicable law.

The Purchased Assets shall include: