Acquired Assets definition

Acquired Assets has the meaning set forth in Section 2.1.

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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.

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 ...

Examples of Acquired Assets in a sentence

• Buyer, Seller and Parent previously entered into that certain Asset Purchase Agreement, dated as of June 23, 2025 (the “Purchase Agreement”), pursuant to which Buyer agreed to purchase, and Seller agreed to sell to Buyer, the Acquired Assets in exchange for the Purchase Price.

• Seller is duly organized and validly existing as a limited liability company under the Laws of the State of Delaware and has full power and authority to carry on the Business and to own and operate the Acquired Assets.

• The Parties hereby waive compliance with the provisions of any bulk sales, bulk transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Acquired Assets to Purchaser.

• The Acquired Assets are free and clear of Encumbrances other than Permitted Encumbrances.

• To the Knowledge of Seller, Seller is materially complying with all, and is not in violation of any, Laws (including, without limitation, any applicable insurance regulation or other law, ordinance, or regulation) affecting the Business or the Acquired Assets.

More Definitions of Acquired Assets

Acquired Assets has the meaning set forth in Section 1.1(a).

Acquired Assets means all properties, assets, interests and rights of every nature, tangible and intangible of Sellers (real or personal, now or existing or hereafter acquired, whether or not reflected on the books or financial statements of Sellers) Relating to the Business, and in any event, including the following assets, except the Excluded Assets shall not be Acquired Assets:

Acquired Assets shall have the meaning set forth in Section 1.1(a).

Acquired Assets shall have the meaning set forth in Section 1.1 of this Agreement.

Acquired Assets has the meaning set forth in Section 3.09

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: