Acquired Assets definition
Acquired Assets has the meaning set forth in Section 2.1.
Acquired Assets means the following properties, assets (tangible or intangible), goodwill and rights of the Seller used or held for use or intended to be used or held for use in connection with the Business:
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:
Examples of Acquired Assets in a sentence
The Acquired Assets and the S▇▇▇▇▇▇ Sand Assets constitute all of the assets used in or held for use in the Business and are sufficient for Purchaser to conduct the Business from and after the Closing Date without interruption and in the Ordinary Course of Business, as it has been conducted by the Companies, and to complete any and all work required by the Acquired Contracts.
No Asset Seller has any legal obligation, absolute or contingent, to any other Person to sell any of the Acquired Assets or to enter into any agreement with respect to the Acquired Assets.
All real property taxes, personal property taxes, or ad valorem obligations and similar recurring taxes and fees on the Acquired Assets for any Straddle Period shall be prorated between Purchaser and the applicable Asset Seller as of the Closing Date.
Sellers have determined, in good faith, that the Purchase Price is equal to or greater than the fair value of the Acquired Assets and Equity Interests.
Each Company (collectively or individually) has good and marketable title to all of the items of personal property used in the Business (except as sold or disposed of subsequent to the date hereof in the Ordinary Course of Business and not in violation of this Agreement), including, without limitation, the Acquired Assets, free and clear of any and all Liens, other than Permitted Exceptions.
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 is defined in Section 1.1(a).
Acquired Assets shall have the meaning specified in Section 1.1.
Acquired Assets shall have the meaning set forth in Section 3.1.
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:
Acquired Assets means all right, title and interest in and to all of the assets of Seller solely related to Seller’s business (the “Test Business”) which include, but are not limited to, those identified on Schedule 1-A to this Agreement, and specifically do not include the Excluded Assets. The Acquired Assets include (i) all of Seller’s equipment and other tangible assets related to the Test Business, including, any servers on which any source code relating to the Test Business resides, but excluding any leased equipment that has not been fully paid prior to Closing; (ii) all of Seller’s intangible assets related to the Test Business, including, without limitation, the intellectual property identified in Schedule 1-A (all such intangible assets shall hereinafter be collectively referred to as the “TQ Intellectual Property”); (iii) all personal computers and necessary personal equipment associated with Seller’s personnel, but excluding any leased computer equipment that has not been fully paid prior to Closing; (iv) all rights under the Contracts; (v) all of Seller’s rights, claims, prepays, credits, causes of action or rights of set-off against third parties relating solely to the Acquired Assets, including, without limitation, unliquidated rights under warranties; (vi) all permits, authorizations, consents and approvals of any Governmental or Regulatory Authority affecting or relating in any way to the Test Business to the extent that they are assignable; (vii) all books, records files and papers, whether in hard copy or electronic format, used for the Test Business, including, without limitation, engineering information, sales and promotional literature, sales and purchase correspondence relating to the Acquired Assets, manuals and data, lists of present, former and prospective suppliers or customers, business contacts, personnel and employment records; (viii) all third-party computer software programs (e.g. source code server), data and associated licenses used in connection with the Test Business to the extent such licenses are assignable; (ix) all goodwill associated with the Test Business or the Acquired Assets, together with the right to represent to third parties that Buyer is the successor to the Test Business; (x) all rights to bring and defend claims or causes of action related to any of the Acquired Assets; and (xi) all Accounts Receivable.