Common use of Purchased Assets Clause in Contracts

Purchased Assets. For purposes hereof, the term "Purchased Assets" means, to the extent not specifically included in the Excluded Assets, all assets, powers and rights held by Seller as of the Closing Date, or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kind, tangible and intangible, and wherever located, including, without limitation:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Freeshop Com Inc), Asset Purchase Agreement (Freeshop Com Inc)

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Purchased Assets. For purposes hereofof this Agreement, the term "Purchased Assets" means, to ” means all of the extent not specifically included in the Excluded Assets, all assets, powers rights and rights held by Seller as of the Closing Date, properties used or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by the Seller primarily exclusively in connection with the BusinessesBusiness, of whatever kindincluding the following assets, tangible rights and intangibleproperties, and wherever located, including, without limitationbut excluding the Excluded Assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Emmis Communications Corp), Asset Purchase Agreement (Multimedia Platforms Inc.)

Purchased Assets. For purposes hereofof this Agreement, the term "Purchased Assets" means, to the extent not specifically included in except for the Excluded Assets, all assetsproperty, powers assets and rights held by Seller as of the Closing Dateany kind and description, whether real, personal or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kindmixed, tangible and or intangible, and wherever located, owned by Seller associated with the Business, including, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Harrow Health, Inc.)

Purchased Assets. For purposes hereofAs used in this Agreement, the term "Purchased Assets" meansmeans all rights, interest and title to the extent not specifically included properties and assets owned by Seller and otherwise employed, predominantly used or available for use in the Excluded AssetsBusiness, all assets, powers real and rights held by Seller as of the Closing Date, or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kindpersonal, tangible and intangible, of every kind and nature, wherever located, as the same shall exist on the Closing Date, including, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Audio Book Club Inc)

Purchased Assets. For purposes hereof, the The term "Purchased Assets" means, to means the extent not specifically included in the Excluded Assets, all tangible and ---------------- ---------------- intangible assets, powers goodwill, rights and rights held interests of and owned by Seller of any nature whatsoever as of the Closing Date, or in which Seller has a right, title or interest (as of hereinafter defined) that are Related to the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kind, tangible and intangible, and wherever locatedBusiness (as hereinafter defined), including, without limitation, the following, but excluding therefrom the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Matthews Studio Equipment Group)

Purchased Assets. For purposes hereofAs used herein, the term "Purchased Assets" means, to ” means all of the extent not specifically included in the Excluded Assets, all assets, powers and rights held by Seller as of the Closing Dateproperties, or in which Seller has a rightrights, title or interest as of the Closing Dateclaims, privileges, and which are used, were acquired for use or are held for use by interests of Seller primarily in connection with the Businesses, of whatever kind, tangible every kind and intangible, character and wherever located, includingin each case primarily relating to, without limitationprimarily used in, or primarily arising out of the Business. Without limiting the generality of the foregoing, the Purchased Assets include all of Seller’s right, title and interest in and to the following:

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

Purchased Assets. For purposes hereof, the term The "Purchased Assets" means, to means the extent not specifically included in the Excluded Assets, Business conducted by Seller and all assets, powers assets and rights held by property of Seller as of the Closing DateDate (as defined below), real or in which Seller has a rightpersonal, title tangible or interest as of the Closing Dateintangible, and which are used, were acquired for use used or are held for use by Seller primarily useful in connection with the Businesses, of whatever kind, tangible and intangible, and wherever locatedtherewith, including, without limitation:, all of the Seller's right, title, and interest in, to, and under the following (but excluding "Retained Assets"):

Appears in 1 contract

Samples: Asset Purchase Agreement (United Grocers Inc /Or/)

Purchased Assets. For purposes hereof, As used in this Agreement the term ---------------- "Purchased Assets" meansmeans all rights, interest and title to the extent not specifically included properties and assets owned by Seller and otherwise employed, used or available for use in the Excluded AssetsBusiness, all assets, powers real and rights held by Seller as of the Closing Date, or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kindpersonal, tangible and intangible, of every kind and nature, wherever located, as the same shall exist on the Closing Date, including, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Irwin Naturals 4 Health)

Purchased Assets. For purposes hereof, the term "The “Purchased Assets" means, ” are those assets Related to the extent Facility, wherever such assets are situated and of whatever kind or nature, real or personal, tangible or intangible, whether or not specifically included reflected on the books and records of Seller, as the same may exist as of the Closing, including the assets described below in this Section 2.02, whether or not described in the preceding portions of this sentence (but excluding the Excluded Assets, all assets, powers and rights held by Seller as of the Closing Date, or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kind, tangible and intangible, and wherever located, including, without limitation:):

Appears in 1 contract

Samples: Asset Sale Agreement (Century Aluminum Co)

Purchased Assets. For purposes hereof, the The term "Purchased Assets" means, to the extent not specifically included in the Excluded Assets, ” means all assets, powers and rights held by Seller as of the Closing Date, or in which Seller has a right, title or and interest as of Seller in, to and under the Closing Datefollowing assets, properties and which are usedrights, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kind, tangible and intangible, and wherever located, including, without limitationfree and clear of any Liens other than Permitted Liens:

Appears in 1 contract

Samples: Asset Purchase Agreement (Clean Energy Fuels Corp.)

Purchased Assets. For purposes hereof, As used in this Agreement the term "Purchased Assets" meansmeans all rights, interest and title to the extent not specifically included properties and assets owned by Seller and otherwise employed, used or available for use in the Excluded AssetsBusiness, all assets, powers real and rights held by Seller as of the Closing Date, or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kindpersonal, tangible and intangible, of every kind and nature, wherever located, as the same shall exist on the Closing Date, including, without limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Omni Nutraceuticals)

Purchased Assets. For purposes hereof, the (a) The term "Purchased Assets" means” shall mean the following properties, to the extent not specifically included in assets and rights of whatever kind and nature, tangible or intangible, other than the Excluded Assets, all assets, powers and rights held by of Seller as of existing on the Closing Date, or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kind, tangible and intangible, and wherever located, including, without limitation:

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Questcor Pharmaceuticals Inc)

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Purchased Assets. For purposes hereofof this Agreement, the term "Purchased Assets" means, to means all of the extent not specifically included in the Excluded Assets, all assets, powers rights and rights held by Seller as properties of the Closing DateSeller owned, used or in which useable by the Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with or relating to the Businesses, of whatever kind, tangible and intangibleBusiness, and wherever located, all of the Seller's rights therein including, without limitation:, the assets identified on the Reference Balance Sheet as well as the following assets, rights and properties of the Seller (but excluding the Excluded Assets):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hirsch International Corp)

Purchased Assets. For purposes hereofof this Agreement, the term "Purchased Assets" means, to ” means all of the extent not specifically included in the Excluded Assets, all assets, powers rights and rights held properties owned, used or useable by Seller as the Seller, and all of the Closing Date, or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kind, tangible and intangible, and wherever located, Seller’s rights therein including, without limitation, the following assets, rights and properties, but excluding the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Air T Inc)

Purchased Assets. For purposes hereof, the The term "Purchased Assets" means” means all of the assets, properties, goodwill and rights that are owned, leased or licensed by Seller on the Closing Date and related to, used, held for use or intended to be used in the extent not specifically included in operation or conduct of the Business, of whatever kind and nature, real, personal or mixed, tangible or intangible, other than the Excluded Assets, all assets, powers and rights held by Seller as of including the Closing Date, or in which Seller has a right, title or interest as of following (the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kind, tangible and intangible, and wherever located, including, without limitation:“Purchased Assets”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Compuware Corp)

Purchased Assets. For purposes hereof, the term "Purchased Assets" means” means all of Seller’s and, as applicable, its Affiliates’, right, title and interest in and to the extent not specifically included in all assets, properties and rights (other than the Excluded Assets, all assets, powers and rights held by Seller as of the Closing Date, ) that are primarily used or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the BusinessesBusiness, of whatever kind, whether tangible and or intangible, and wherever locatedreal, includingpersonal or mixed, without limitationincluding the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Tabula Rasa HealthCare, Inc.)

Purchased Assets. For purposes hereof, the term The "Purchased Assets" means, to means all of the extent not specifically included in assets and property of the Excluded Assets, all assets, powers and rights held by Seller as of the Closing Date, (as defined in Section 3) real or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by Seller primarily in connection with the Businesses, of whatever kindpersonal, tangible and or intangible, and wherever located, other than the Retained Assets, including, without limitation, all of the Seller's right, title, and interest in, to, and under the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Princeton Video Image Inc)

Purchased Assets. For purposes hereofof this Agreement, the term "Purchased Assets" means, to ” means all of the extent not specifically included in the Excluded Assets, all assets, powers rights and rights held by Seller as of the Closing Date, properties used or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by the Seller primarily in connection with the Businesses, of whatever kind, tangible and intangible, and wherever locatedBusiness, including, without limitation, the following assets, rights and properties, but excluding the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Terra Tech Corp.)

Purchased Assets. For purposes hereofAs used in this Agreement, the term "Purchased Assets" means, to the extent not specifically included in the Excluded Assets, ” means all assets, powers and rights held by Seller as of the Closing Date, assets used or in which Seller has a right, title or interest as of the Closing Date, and which are used, were acquired for use or are held for use by any Seller primarily or any Purchased Subsidiary in connection with the BusinessesBusiness, as the same shall exist at and as of whatever kindthe Closing, tangible and intangible, and wherever locatedwhether or not any of such assets have any value for accounting purposes or are reflected on the Financials (as defined in Section 5.5(a) below), including, without limitationbut not limited to, the following assets, but excluding the Excluded Assets described in Section 2.3:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sco Group Inc)

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