Gupta Assets definition

Gupta Assets means the Gupta Entities’ right, title and interest in and to substantially all of the assets, business and goodwill owned by any of the Gupta Entities in or related to the Gupta Business, (other than cash, cash equivalents, securities held for investment purposes, and marketable securities) wherever located, known or unknown, tangible or intangible, including, without limitation: all Intellectual Property, Software, Internet domain names, Web sites, know-how, trade secrets, business leads, research and results thereof, technology, techniques, data, methods, processes, instructions, drawings and specifications, inventions, discoveries, improvements, designs, processes, formulae, recipes and shop rights, Intangible Assets, property, personal, real or mixed, accounts receivable, securities, deposits (on contractual obligations or otherwise), Claims and rights under Contracts and Permits held by the Gupta Entities and all Business Records, all as the same exist on the Closing Date. Specifically excluded from Gupta Assets are any inter-company receivables or obligations between and/or among the (i) Gupta Entities and (ii) Halo or Halo’s Affiliates (other than the Gupta Entities).
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Examples of Gupta Assets in a sentence

  • The Gupta Assets Schedule is a true, correct and complete list and description of all Gupta Assets, including, without limitation, all Intellectual Property, Software and equipment, owned, licensed or leased, by The Gupta Entities or otherwise pertaining to the Gupta Business and true, correct and complete copies of all leases pertaining to the licensed Intellectual Property and Software and the leased equipment have been made available to Unify.

  • The Gupta Entities have the right, power and capacity to convey, transfer, assign and deliver to Unify the Gupta Assets free and clear of any Lien or other restrictions on transfer, and the Gupta Entities enjoy peaceful and quiet possession of the Gupta Assets pursuant to the Contracts and Permits under which the Gupta Business are being operated.

  • The Gupta Assets comprise all assets of any kind or character necessary for the conduct and operation of the Gupta Business as it is presently conducted.

  • As of the Closing, Unify will enjoy peaceful and quiet possession of the Gupta Assets, free and clear of all Liens.

  • The Gupta Entities own and possesses all right, title and interest in and to the Gupta Assets free and clear of all Liens or other restrictions on transfer.

  • None of the Gupta Assets are held under any lease, security agreement, conditional sales contracts or other title retention or security arrangement, or is located other than at the Leased Properties except as disclosed on the The Gupta Assets Schedule.

  • The Gupta Assets are in good condition and repair, and are useable in the ordinary course of business and The Gupta Entities has maintained the Gupta Assets pursuant to customary industry and manufacturer maintenance procedures.