US Purchased Assets definition

US Purchased Assets has the meaning specified in Section 2.1(a).

US Purchased Assets means a Purchased Asset with respect to which the Underlying Mortgaged Property is located in any state of the United States of America.

US Purchased Assets has the meaning set forth in Section 2.1(a).

Examples of US Purchased Assets in a sentence

• Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware, and has all powers and all licenses, authorizations, consents and approvals required to conduct its business as now conducted and as proposed to be conducted in connection with the US Purchased Assets and the transactions contemplated by the Transaction Documents, and to perform its obligations hereunder.

• Notwithstanding any provision in this Agreement or any other writing to the contrary, Buyer is acquiring only the US Purchased Assets and is not assuming any Liability or obligation of Seller or any of its Affiliates of whatever nature, whether presently in existence or arising or asserted hereafter (the “Excluded Liabilities”).

• The US Purchased Assets sold, assigned, transferred, conveyed and granted to Buyer on the Closing Date shall not have been pledged, sold, contributed, assigned, transferred, conveyed or granted by Seller to any other Person.

• The Sellers agree that no transfers of cash from any of the Sellers to any of their Affiliates will take place with respect to the Bank Accounts on the Contribution Closing Date (with respect to the U.S. Purchased Assets) and the Closing Date (with respect to the Canadian Purchased Assets).

• Buyer, on the one hand, and Seller, on the other hand, agree to furnish or cause to be furnished to each other, upon request, as promptly as practicable, such information and assistance relating to the US Purchased Assets (including access to Tax Returns) as are reasonably necessary for the filing of all Tax Returns, the making of any election relating to Taxes, the preparation for any audit by any taxing authority and the prosecution or defense of any Tax Contest.

More Definitions of US Purchased Assets

US Purchased Assets means all of the Purchased Assets pertaining to the Purchased Business being carried on by GI Sportz US or otherwise owned or in the possession of GI Sportz US; and

US Purchased Assets has the meaning set forth in Section 1.5(a).

US Purchased Assets has the meaning set out in section 2.1.

US Purchased Assets means collectively, all of the assets of the US Vendors owned or used in carrying on the Business, tangible or intangible, other than any Excluded Assets, including the following assets:

US Purchased Assets means all of the Purchased Assets, other than the Indian Purchased Assets.

US Purchased Assets is defined in Section 2.1.

US Purchased Assets means all assets of TMI and/or USORTHO used or useful in the conduct of the Business, not including the US Retained Assets, and including but not limited to all of TMI's and/or USORTHO's right, title and interest in and to the Accounts, 8 Contracts, Employee Agreements, Fixed Assets, Intangible Assets, Inventory (including the Rental Fleet), Leased Assets, Permits, Prepaid Expenses and Records.