Common use of Acquired Assets Clause in Contracts

Acquired Assets. As used in this Agreement, the “Acquired Assets” shall mean all of the assets, properties, and rights of Seller used in connection with or relating to the Company Business (but excluding the Excluded Assets as defined below) including, without limitation, the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (First Quantum Ventures Inc), Asset Sale/Purchase Agreement (Inuvo, Inc.)

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Acquired Assets. As used in this Agreement, the “The term "Acquired Assets” shall mean " means all of the business, assets, properties, goodwill and rights of owned by the Seller and primarily used or primarily held for use in connection with the operation of the Business, of whatever kind and nature, real or relating to the Company Business (but excluding personal, tangible or intangible, other than the Excluded Assets (as defined below) in Section 1.4), including, without limitationbut not limited to, the following:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Mpower Holding Corp), Asset Purchase Agreement (Mpower Holding Corp)

Acquired Assets. As used in this Agreement, the The “Acquired Assets” shall mean means all of the assets, properties, properties and rights Intellectual Property Rights of Seller used in connection with or relating to the Company Business (but excluding other than the Excluded Assets as defined below) Assets, including, without limitation, all assets used by Seller in or for its Business, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, the followingfollowing assets:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Lodgenet Entertainment Corp), Asset Purchase Agreement (Lodgenet Entertainment Corp)

Acquired Assets. As used in this Agreement, the The term “Acquired Assets” shall mean means all of the assetsbusiness, properties, assets, goodwill and rights of Seller of whatever kind and nature, real or personal, tangible or intangible, wherever located and by whomever possessed, that are owned, leased or licensed by Seller on the Closing Date and used, held for use or intended to be used solely or primarily in connection with the operation or relating to conduct of the Company Business (but excluding the Excluded Assets as defined below) includingSeller’s Business, including without limitation, the following:

Appears in 1 contract

Samples: Asset Contribution Agreement (SCP Pool Corp)

Acquired Assets. As used in this Agreement, the term "Acquired --------------- Assets” shall mean all of " means the assets, properties, properties and rights of which are owned or used by Seller used in connection with or relating the conduct of the Business, including without limitation the assets reflected on the Financial Statements, all of which shall be transferred at the Closing to the Company Business (but excluding Purchaser free and clear of any liens, encumbrances or rights in any other party except the Excluded Assets as defined below) including, without limitationAssumed Liabilities. Without limiting the generality of the foregoing, the followingAcquired Assets include the following assets of the Business:

Appears in 1 contract

Samples: Asset Purchase Agreement (Aris Corp/)

Acquired Assets. As used in this Agreement, the “(a) The Acquired Assets” shall mean Assets are all of the assets, propertieswhether tangible or intangible (other than Excluded Assets), and rights of owned by Seller that are used in connection with or relating to necessary for the Company Business (but excluding manufacture of the Products, other than the Excluded Assets and the standard “off the shelf” non-Product specific property, such as defined below) including, without limitation, the following:furniture and computers.

Appears in 1 contract

Samples: Purchase and Settlement Agreement (Elixir Gaming Technologies, Inc.)

Acquired Assets. As used in this Agreement, the term “Acquired Assets” shall mean means, collectively, all right, title and interest in and to all of the assets, properties, rights and rights claims owned or exclusively employed or held for use in the conduct of Seller used in connection with or relating the Business, including, but not limited to the Company Business (following, but excluding the Excluded Assets (as defined below) including, without limitation, the following:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Apogee Technology Inc)

Acquired Assets. As used in this Agreement, the The term “Acquired Assets” shall mean means all right, title and interest in and to all of the assets, properties, and rights assets of Seller the Company (other than the Excluded Assets) used in connection with or relating related to the Company Business (but excluding conduct of the Excluded Assets as defined below) includingBusiness, without limitationincluding all of the Company’s right, the followingtitle and interest in and to:

Appears in 1 contract

Samples: Asset Purchase Agreement (World Fuel Services Corp)

Acquired Assets. As used in this Agreement, the The term “Acquired Assets” shall mean means all right, title and interest of Seller or its Affiliates in, to and under all of the assets, properties, properties and rights of Seller every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill) and wherever located (other than the Excluded Assets), which relate to, or are used or held for use in connection with or relating to with, the Company Business (but excluding the Excluded Assets as defined below) includingBusiness, without limitation, including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Farmer Brothers Co)

Acquired Assets. As used in this Agreement, the The “Acquired Assets” shall mean include all assets (other than the Excluded Assets) of Seller, wherever such assets are situated and of whatever kind or nature, real or personal, tangible or intangible, as the same may exist as of the assetsClosing, properties, and rights of Seller used in connection with or relating to the Company Business (but excluding the Excluded Assets as defined below) including, without limitation, the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vistra Energy Corp)

Acquired Assets. As used in this Agreementherein, the “Acquired Assets” shall mean mean, other than the Excluded Assets, any and all of the assets, properties, rights, licenses, Contracts, causes of action and rights businesses of every kind and description, wherever located, real, personal or mixed, tangible or intangible, to the extent owned, licensed or leased by Seller and used (or held for use) by Seller in the Business, including all right, title and interest of Seller used in connection with or relating in, to and under the Company Business (but excluding following as of the Excluded Assets as defined below) including, without limitation, the followingEffective Time:

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Crafts Inc)

Acquired Assets. As used in this Agreement, the “(a) The term "Acquired Assets” shall mean " means --------------- all of the assetsbusiness, properties, assets, goodwill and rights of Seller of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased or licensed by Seller on the Closing Date and used, held for use or intended to be used primarily (except as provided below) in connection with the operation or relating to conduct of the Company Business (but excluding Business, other than the Excluded Assets as defined below) Assets, including, without limitation, the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Franklin Electronic Publishers Inc)

Acquired Assets. As used in this Agreement, the The term “Acquired Assets” shall mean means all of the assets, properties, and rights assets of Seller used in connection with or relating to the Company Business (but excluding other than the Excluded Assets as defined belowAssets) in which the Sellers have rights, title or interests, including, without limitation, the following:: CERTAIN MATERIAL (INDICATED BY AN ASTERISK) HAS BEEN OMITTED FROM THIS DOCUMENT PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Appears in 1 contract

Samples: Asset Purchase Agreement (Basin Water, Inc.)

Acquired Assets. As used in this Agreement, the “The term "Acquired Assets” shall mean " means all right, title and interest in ll assets, both tangible and intangible, owned and/or operated by Seller and/or used by Seller in the operation of its Business (except for the Excluded Assets, as defined in Section 1.3), including but not limited to all of the assets, properties, and rights of Seller used in connection with or relating to the Company Business (but excluding the Excluded Assets as defined below) including, without limitation, the following:

Appears in 1 contract

Samples: Purchase and Sale of Assets Agreement (Perma Fix Environmental Services Inc)

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Acquired Assets. As used in this Agreement, the The term “Acquired Assets” shall mean means all of Seller’s right, title and interest in and to all properties and assets (tangible or intangible) used, useful, held for use, or generated under or in connection with, or otherwise primarily related to, the assetsCompounds or the Seller Compound Activities, properties, including all properties and rights of Seller assets used or generated under or in connection with the Compounds or relating to the Company Business (but excluding Seller Compound Activities, other than the Excluded Assets (as defined below) includingset forth in Section 2.2(c)), without limitation, including the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Cortex Pharmaceuticals Inc/De/)

Acquired Assets. As used in this AgreementFor purposes hereof, the term "Acquired Assets” shall mean " means all assets, properties and rights owned or held by Seller in the conduct of the assetsBusiness that are not Excluded Assets, properties, and rights of Seller used in connection with or relating to the Company Business (but excluding the Excluded Assets as defined below) including, without limitation, all of Seller's rights, title and interests in and to the followingfollowing assets used by the Division in its conduct of the Business as of the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Eftc Corp/)

Acquired Assets. As used in this Agreementherein, the “Acquired Assets” shall mean means, other than the Excluded Assets, any and all of the assets, properties, rights, licenses, Contracts, causes of action and rights businesses of Seller used in connection with every kind and description, wherever located, real, personal or relating mixed, tangible or intangible, to the Company Business extent owned, licensed or leased by Seller and used (but excluding or held for use) in the Excluded Assets as defined below) Business, including, without limitationbut not limited to, all of Seller’s right, title and interest in, to and under the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Chefs' Warehouse, Inc.)

Acquired Assets. As used in this Agreement, the “(a) The term "Acquired Assets” shall mean " means all of the assetsbusiness, properties, assets, goodwill and rights of Seller of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased or licensed by Seller on the Closing Date and used, held for use or intended to be used primarily (except as provided below) in connection with the operation or relating to conduct of the Company Business (but excluding Business, other than the Excluded Assets as defined below) Assets, including, without limitation, the following:

Appears in 1 contract

Samples: Asset Purchase Agreement (Insilco Corp/De/)

Acquired Assets. As used in this Agreement, the The term “Acquired Assets” shall mean means all of the assetsbusiness, properties, assets, goodwill and rights of Parent and Seller of whatever kind and nature, real or personal, tangible or intangible, wherever located and by whomever possessed, that are owned, leased or licensed by Parent or Seller on the Closing Date and used, held for use or intended to be used exclusively in connection with the operation or relating to conduct of the Company Business (but excluding the Excluded Assets as defined below) includingBusiness, including without limitation, the following:

Appears in 1 contract

Samples: Assignment and Assumption Agreement (SCP Pool Corp)

Acquired Assets. As used in this Agreement, the The term “Acquired Assets” shall mean means all right, title and interest in and to all of the assets, propertiesassets of the Seller (other than the Excluded Assets), and rights all of Seller the assets of Owner or Parent used in connection with or relating related to the Company Business (but excluding conduct of the Excluded Assets as defined below) Business, including, without limitation, all of the followingright, title and interest in and to:

Appears in 1 contract

Samples: Asset Purchase Agreement (Netbank Inc)

Acquired Assets. As used in this Agreement, the The term “Acquired Assets” shall mean means all of the assetsbusiness, properties, assets, goodwill and rights of Seller of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased or licensed by Seller on the Closing Date and that are primarily used, primarily held for use or intended to be used in connection with or relating to primarily for the Company Business (but excluding Cariflex Business, other than the Excluded Assets as defined below) Retained Assets, including, without limitation, the following:

Appears in 1 contract

Samples: Asset and Stock Purchase and Sale Agreement (Kraton Corp)

Acquired Assets. As used in this Agreement, the The “Acquired Assets” shall mean means all of the assets, properties, and rights assets of Seller used in connection with or relating to the Company Business (but excluding other than the Excluded Assets as defined below) Assets, including, without limitation, all assets used by Seller in or for the followingBusiness, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Encore Capital Group Inc)

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