Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.
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.
Purchased Assets has the meaning set forth in Section 2.1.
Acquired Assets has the meaning set forth in Section 2.1.
Contributed Assets shall have the meaning as set forth in Section 2.2.
Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.
Transferred Property shall have the meaning specified in Section 2.1(a) hereof.
Subject Assets is defined in Section 2.2(c).
Included Assets has the meaning in Section 5.1(d)(ii)(A).
Assumed Liabilities has the meaning set forth in Section 2.3.
Transferred Contracts has the meaning ascribed to it in Section 2.1(c).
Transferred Business has the meaning ascribed to such term in the Separation Agreement.
Retained Assets has the meaning set forth in Section 2.2.
Transferred Liabilities has the meaning set forth in Section 2.02(a).
Excluded Assets has the meaning set forth in Section 2.02.
Purchased Asset means (i) with respect to any Transaction, the Eligible Asset sold by Seller to Buyer in such Transaction and (ii) with respect to the Transactions in general, all Eligible Assets sold by Seller to Buyer (other than Purchased Assets that have been repurchased by Seller).
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.
Conveyed Assets shall have the meaning set forth in Section 2.01.
Restricted Assets means all licenses, permits, franchises, approvals or other authorizations from any Governmental Authority from time to time granted to or otherwise held by the Company to the extent the same constitute “Excluded Assets” under (and as defined in) the Senior Lien Documents or the Junior Lien Documents or are similarly carved out from the granting clause or the collateral thereunder.
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.
Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned, licensed or leased by such Person, including cash, cash equivalents, Investment Assets, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, real estate, equipment, inventory, goods and Intellectual Property.
Business Assets means all tangible and intangible property and assets owned (either directly or indirectly), leased, licensed, loaned, operated or used, including all real property, fixed assets, facilities, equipment, inventories and accounts receivable, by the Corporation and the Subsidiaries in connection with the Business;
Leased Assets shall have the meaning ascribed thereto in Section 3.6.
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 Interests has the meaning set forth in the Recitals.
Purchased Intellectual Property has the meaning set forth in Section 1.2(g).