Transferred Assets definition
Examples of Transferred Assets in a sentence
There is no written claim, audit, examination, or other proceeding pending or, to the Knowledge of the Seller Parties, threatened in writing by any Governmental Authority with respect to any material amount of Taxes of the Seller Parties relating to the Transferred Assets.
There is no, and during the Lookback Period there has been no, complaint or any audit (aside from ordinary course internal or customer audits conducted by or for the Seller Parties), proceeding, investigation or claim pending against, the Seller Parties by any Person with respect to privacy, security, data protection, or the Processing of Business Data included within the Transferred Assets, except as would not, individually or in the aggregate, be expected to result in a Business Material Adverse Effect.
In addition, each Seller Party shall have the responsibility and obligation to respond to any inquiries or offers for a Competing Bid and perform any and all other acts related thereto which are required under the Bankruptcy Code, the Sale Order or other applicable Law, including supplying information relating to the Business and the Transferred Assets to prospective purchasers.
The Seller acknowledges and agrees that by reason of its ownership of the Transferred Assets and involvement in the Business prior to the Closing, the Seller and the Business has acquired Confidential Information of the Business the disclosure of which could cause Buyer, the Business substantial loss and damages that could not be readily calculated and for which no remedy at law would be adequate.
This Agreement is subject to approval by the Bankruptcy Court and the consideration by Seller of higher or better competing bids in respect of all or any part of the Transferred Assets (each, a “Competing Bid”), as determined in each Seller Party’s sole and exclusive discretion.