Acquired Assets definition

Acquired Assets has the meaning set forth in Section 2.1.

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Acquired Assets means all of the assets, whether real, personal (tangible or intangible) or mixed, owned (in fee or any lesser interest including leasehold interests) by the Acquired Companies.

Acquired Assets means all right, title, and interest in and to all of the assets of the Seller and the Division Subsidiaries (excepting Excluded Assets) that are used in, held for use in or related to the Business as it is conducted as at the date of this Agreement, including (without limitations) all (a) Leased Real Property, (b) tangible personal property (such as equipment, inventories of products and supplies, manufactured and purchased parts, goods in process and finished goods, and furniture, (c) Division Intellectual Property, goodwill associated therewith, licenses and sublicenses granted with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, (d) leases, subleases, and rights thereunder, (e) agreements, Contracts, instruments, Security Interests, guaranties, other similar arrangements, and rights thereunder, (f) accounts, notes, and other receivables, (g) securities (other than the capital stock of the Division Subsidiaries), (h) issued and outstanding shares of the Selected Subsidiaries, (i) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes), (j) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (k) books, records, ledgers, files, documents, correspondence, lists, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, (l) rights to use the name “Roxio, Inc.” and “Roxio,” and (m) data, content, graphics, text, databases, and other materials on the Seller’s websites used in or relating to the Business or the Division and the Division Subsidiaries; provided, however, that the Acquired Assets shall not include (i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of the Seller as a corporation or (ii) any of the rights of the Seller under this Agreement (or under any side agreement between the Seller ...

Examples of Acquired Assets in a sentence

There is no outstanding order, writ, judgment, injunction, decree, determination, or award granted by, or pending or, to Seller’s Knowledge, threatened investigation by, any Governmental Authority relating to the AMPK Activator Program, the Acquired Assets, the Licensed IP, Seller’s or any of its Affiliates’ conduct, ownership or use thereof, or the transactions contemplated by this Agreement or the Ancillary Agreements.
Seller shall not take any action, including without limitation by amending Tax returns, changing methods of accounting, altering depreciation and amortization methodologies, making Tax elections with respect to the Acquired Assets, or recharacterizing the Tax treatment of an Acquired Asset, in each case that would be reasonably expected to increase the Assumed Liabilities with respect to Taxes.
Seller has not received any written notice or claim challenging its ownership of any of the Acquired Assets owned by Seller, nor is there any reasonable basis for any claim that Seller does not so own any of the Acquired Assets.
There is no Action pending or, to Seller’s Knowledge, threatened in writing in connection with the AMPK Activator Program, the Acquired Assets or the Licensed IP or Seller’s or any of its Affiliates’ conduct, ownership or use thereof, , nor is there any reasonable basis for any such Action.
The delivery to Buyer of the Bill of Sale and other instruments of assignment, conveyance, and transfer pursuant to this Agreement and the Ancillary Agreements will transfer to Buyer good and valid title to all of the Acquired Assets, free and clear of any Encumbrance.

More Definitions of Acquired Assets

Acquired Assets is defined in Section 1.1(a).

Acquired Assets means all properties, assets, interests and rights of every nature, tangible and intangible of Sellers (real or personal, now or existing or hereafter acquired, whether or not reflected on the books or financial statements of Sellers) Relating to the Business, and in any event, including the following assets, except the Excluded Assets shall not be Acquired Assets:

Acquired Assets shall have the meaning set forth in Section 1.1(a).

Acquired Assets means the Assets acquired pursuant to the Specified Acquisition Agreement.

Acquired Assets has the meaning set forth in Section 1.1(a) of this Agreement.

Acquired Assets means:

Acquired Assets means all assets of the Failed Bank purchased pursuant to this Agreement. Assets owned by Subsidiaries of the Failed Bank are not “Acquired Assets” within the meaning of this definition by virtue of being owned by such Subsidiaries.