1.1.55 “Purchased Assets” means the Purchased Intellectual Property.
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1.1.41 “Material Contract” means a Contract that:
1.1.41.1 involves or may result in the payment of money or money’s worth by or to the Seller in an amount in excess of $500,000;
1.1.41.2 has an unexpired term of more than 3 years (including renewals);
1.1.41.3 cannot be terminated by the Seller without penalty upon less than thirty (30) days’ notice; or
1.1.41.4 the termination of which, or under which the loss of rights, would constitute a Material Adverse Effect.
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4.8 Sufficiency of Purchased Assets; No Material Contracts or Permits
4.8.1 The Purchased Assets comprise all of the undertaking, assets and property required for the Buyer to carry on the Business as it is currently conducted or intended to be conducted by the Seller.
4.8.2 No Contracts to which Seller or Parent is a party, Material Contracts or Permits are used by, or necessary for, the Seller to carry on the Business as it is currently conducted or intended to be conducted by the Seller.