Converse Assets definition

Converse Assets means Converse's trademarks, including all of Converse's footwear trademarks in Japan, and related licenses, patents, trade secrets, designs, footwear lasts, logos, license, distribution, manufacturing and other legal agreements, data processing hardware and software, certain employee contracts, certain leases, order backlog, customer lists and order history, marketing materials, vendor lists with production and pricing data past and pending, and detailed inventory data and other assets, including, without limitation, inventory and equipment; provided, however, "Converse Assets" shall not include any Converse assets which Newco and Cre-8-Net shall reasonably determine not to acquire so long as (i) such exclusion shall not prevent or impair Newco's ability to transfer the Japanese Footwear Trademarks to Itochu as contemplated by this Agreement or the grant of the rights set forth in Section 5 and (ii) Newco shall have acquired substantially all material Converse trademarks, related licenses and other intellectual property rights related to Converse's current footwear and apparel businesses.
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Examples of Converse Assets in a sentence

  • If Cre-8-Net or Newco determine that any of the terms and conditions of this Agreement and any non-public information exchanged among Cre-8-Net, Newco and Itochu hereunder must be disclosed in relation to Newco's offer for the Converse Assets, Cre-8-Net and Newco shall consult with Itochu in advance of such disclosure and shall subject to applicable law limit such disclosure as may be reasonably requested by Itochu.

  • Newco is a newly formed for the express purpose of acquiring the Converse Assets and has no assets or liabilities except those solely related to or incurred in connection with the Converse Purchase.

  • Without limiting the foregoing, Newco's bid submitted to the Bankruptcy Court shall provide for, and require as a condition to closing, (i) Newco's acquisition of substantially all the Converse Assets including the Japanese Footwear Trademarks and (ii) the rights necessary for Newco to perform its obligations under Section 5 of this Agreement.

  • Cre-8-Net shall, and shall cause Newco to, in good faith take commercially reasonable actions necessary or appropriate, if granted the opportunity to by the Bankruptcy Court, to prepare, submit on a timely basis and negotiate an offer to seek to effect the Converse Purchase and acquire the Converse Assets so that, on and after the Closing Date, Newco may transfer the Japanese Footwear Trademarks to Itochu and effect the other transactions with Itochu as contemplated herein.