Acquired Assets definition

Acquired Assets has the meaning set forth in Section 2.1.
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 ...
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:

Examples of Acquired Assets in a sentence

  • There are no material judgments or Governmental Orders outstanding against Seller or any of its Affiliates that could affect the Transaction, the Acquired Assets, the Assumed Liabilities or the Acquired Intellectual Property.

  • Section 3.1 of the Purchase Agreement states, in its entirety, “In consideration for the purchase and assignment of the Acquired Assets, the assumption of the Assumed Liabilities, the grant of the Granted Licenses, and the indemnification for the D.

  • Except as set forth on Schedule 4.4, since January 1, 2020, (a) Seller has owned, Developed and operated the business associated with the Acquired Assets in the ordinary course of business, (b) there has not been any material damage, destruction or other casualty loss with respect to any Acquired Asset, whether or not covered by insurance, and (c) there has not been any effect that has had, or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

  • Post-Closing, all decisions regarding the Acquired Assets and the conduct of regulatory activities with respect to the Acquired Assets shall be made by Buyer in its sole discretion.

  • There is no Litigation to which Seller is party which is pending or has been threatened in writing against Seller or the Acquired Assets, which in any manner challenges or seeks to prevent, enjoin, alter or delay the Transaction contemplated by this Agreement or any of the Transaction Documents.


More Definitions of Acquired Assets

Acquired Assets means all of the assets, properties, rights, interests and goodwill of the Company of every kind and nature whatsoever, whether real, personal or mixed, tangible or intangible, wherever located, owned, used or held for use by the Company, including the following, but excluding the Excluded Assets:
Acquired Assets shall have the meaning specified in Section 1.1.
Acquired Assets is defined in Section 1.1(a).
Acquired Assets means all right, title and interest of the Sellers in and to the following assets and properties, except to the extent they constitute Excluded Assets:
Acquired Assets shall have the meaning set forth in Section 1.1.
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.
Acquired Assets means: