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 Seller used and/or useful in the operation of the Business, including16 the following assets, but specifically excluding the Excluded Assets:

Acquired Assets means all of Seller’s and the Selling Affiliates’ right, title and interest in, to and under those certain assets identified below:

Examples of Acquired Assets in a sentence

• The Swap Counterparty does not only pay for the positive performance of the Underlying, but also compensates the Issuer for any negative performance of the Acquired Assets.

• There are no outstanding orders or judgments affecting or relating to any Seller or the Acquired Assets.

• The transfer of the Acquired Assets pursuant to this Agreement shall be free and clear of all Liens.

• Under the Swap Agreement the Issuer pays the (positive) performance of the Acquired Assets to the Swap Counterparty and receives the (positive) performance of the Underlying in return.

• The closing of the purchase and sale of the Second Closing Acquired Assets contemplated by this Agreement (the “Second Closing”) will take place on a date which is no later than five (5) Business Days after the satisfaction or waiver of all conditions precedent to the Second Closing, and the parties respective obligations with respect thereto, under Section 3.2 and Section 3.3 herein (the “Second Closing Date”).

More Definitions of Acquired Assets

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 and rights, except as set forth herein, of every nature, tangible and intangible, of Sellers used, or held for use, in the Business, real or personal, now existing or hereafter acquired, whether or not reflected on the books or financial statements of the Sellers as the same shall exist on the Closing Date, including the following assets:

Acquired Assets is defined in Section 1.1(a).

Acquired Assets shall have the meaning specified in Section 1.1.

Acquired Assets shall have the meaning ascribed thereto in Section 2.1 hereof.

Acquired Assets shall have the meaning set forth in Section 1.1 of this Agreement.

Acquired Assets means: