Acquired Assets definition

Acquired Assets has the meaning set forth in Section 2.1.

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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 means all of the assets, whether real, personal (tangible or intangible) or mixed, owned (in fee or any lesser interest including leasehold interests) by the Acquired Companies.

Examples of Acquired Assets in a sentence

• Sellers are duly qualified to do business and in good standing in each jurisdiction where the ownership of the Acquired Assets requires such qualification, except where such failure to qualify would not be material.

• Subject to the terms and conditions set forth in this Agreement, at the Closing, Sellers shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and accept, all of Sellers’ (and Seller’s Affiliates’, if any) right, title and interest in and to the Acquired Assets, free and clear of all Encumbrances.

• For a period of five years following the date hereof, Buyer shall not sell, dispose of, assign or in any way transfer any Acquired Assets to any then-current direct photodynamic therapy competitor, nor shall Buyer engage in any merger, spin-off or similar corporate transaction with any then-current direct photodynamic therapy competitor that would result in a change of control of the Acquired Assets, without the prior written consent of Sellers.

• To the extent the foregoing shall require any action by Sellers that would, or would continue to, affect the Products or Acquired Assets after the Closing, such action shall require the prior written consent of Buyer.

• As additional consideration for the sale of the Acquired Assets and in addition to the assumption of the Assumed Liabilities, Buyer and Sellers shall enter into the Earnout Agreement, pursuant to which, among other terms and conditions, Buyer shall pay to Sellers an earnout based on net revenues from commercial sales of the Products or any Improvements, generics or alternate formulations thereof in the Territory as further described in the Earnout Agreement (the “Earnout”).

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 1.1 of this Agreement.

Acquired Assets means all right, title and interest of the Company in and to all of the tangible and intangible assets of the Company.

Acquired Assets means the assets, properties, and rights of every kind, nature, type and description, real, personal and mixed, tangible and intangible (including Intellectual Property), used or useful in, or related to, the Business. The term “Acquired Assets” shall include the real, personal and mixed, tangible and intangible (including the Intellectual Property), assets, property, and rights of Seller and 1245 Properties described in the Seller Disclosure Schedule other than the Excluded Assets set forth in Section 1.1(b) of the Seller Disclosure Schedule.

Acquired Assets has the meaning set forth in Section 3.09