Transferred Asset means each asset, including any Loan Asset and Substitute Loan Asset (including, if any, the Participation thereof), Conveyed by the Seller to the Purchaser hereunder, including with respect to each such asset, all Related Property; provided that the foregoing will exclude the Retained Interest and the Excluded Amounts.
Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
Transferred Property shall have the meaning specified in Section 2.1(a) hereof.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Conveyed Assets shall have the meaning set forth in Section 2.01.
Transferred IP means the Intellectual Property Rights that are both (a) owned by the Seller or in the case of rights licensed in to Seller by a third party under a Licensed-In Transferred IP Agreement, all of the rights Seller has under such agreement, and (b) embodied in the Transferred Technology.
Transferred Intellectual Property means (a) all Owned Intellectual Property, (b) all Intellectual Property Licenses, and (c) all Technology owned by or licensed to Sellers that is exclusively used in connection with the conduct of the Business as currently conducted (the foregoing constituting the “Transferred Technology”).
Transferred Entities means the entities set forth on Schedule 1.5.
Seller Affiliate means any Affiliate of Seller.
Transferred Interest means, at any time of determination, an undivided percentage ownership interest in (i) each and every then outstanding Receivable, (ii) all Related Security with respect to each such Receivable, (iii) all Collections with respect thereto, and (iv) other Proceeds of the foregoing, which undivided ownership interest shall be equal to the Aggregate Percentage Factor at such time, and only at such time (without regard to prior calculations). The Transferred Interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, shall at all times be equal to the Transferred Interest in each other Receivable, together with Related Security, Collections and Proceeds with respect thereto. To the extent that the Transferred Interest shall decrease as a result of a recalculation of the Aggregate Percentage Factor, the Administrative Agent on behalf of the applicable Class Investors shall be considered to have reconveyed to the Transferor an undivided percentage ownership interest in each Receivable, together with Related Security, Collections and Proceeds with respect thereto, in an amount equal to such decrease such that in each case the Transferred Interest in each Receivable shall be equal to the Transferred Interest in each other Receivable.
Retained Assets has the meaning set forth in Section 2.2.
Acquired Assets has the meaning set forth in Section 2.1.
Transferred Interests has the meaning set forth in the Recitals.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Conveyed Property means the Initial Conveyed Property and the Subsequent Conveyed Property.
Purchased Assets has the meaning set forth in Section 2.1.
Transferred Permits has the meaning set forth in Section 1.1(b).
Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.
Transferred Subsidiaries shall have the meaning set forth in the Recitals.
Transferred Patents means those Patents identified on Schedule 1.01(g).
Transferred Equity means the equity interest in the Company which the WFOE has the right to request either of the Company Shareholders to transfer to it or its designated entity or individual in accordance with Article 3 hereof when the WFOE exercises its Equity Transfer Option, the quantity of which may be all or part of the Option Equity and the specific amount of which shall be determined by the WFOE at its sole discretion in accordance with the then-effective PRC Law and based on its commercial consideration.
Seller Affiliates has the meaning assigned to such term in Section 2.7.1;
Purchased Intellectual Property has the meaning set forth in Section 1.2(g).
Transferred shall have a correlative meaning.
Transferred Inventory has the meaning set forth in Section 2.2(a)(iii).
Transferred Technology has the meaning set forth in Section 2.3(a).