Common use of Acquired Assets Clause in Contracts

Acquired Assets. The term "Acquired Assets" means all of the business, assets, properties, goodwill and rights 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 personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4), including, but not limited to, the following:

Appears in 2 contracts

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

Acquired Assets. The term "Acquired Assets" means all of the business, assets, properties, goodwill properties and rights owned by the Intellectual Property Rights of Seller and primarily used or primarily held for use in connection with the operation of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined Assets, including, without limitation, all assets used by Seller in Section 1.4)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

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

Acquired Assets. The term "Acquired Assets" 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 business, assets, properties, goodwill and rights owned by Compounds or the Seller Compound Activities, including all properties and primarily assets used or primarily held for use generated under or in connection with the operation of Compounds or the Business, of whatever kind and nature, real or personal, tangible or intangibleSeller Compound Activities, other than the Excluded Assets (as defined set forth in Section 1.42.2(c)), including, but not limited to, including the following:

Appears in 1 contract

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

Acquired Assets. The term "Acquired Assets" means all right, title and interest in and to all of the business, assets, properties, goodwill and rights owned by assets of the Seller (other than the Excluded Assets), and primarily all of the assets of Owner or Parent used in or primarily held for use in connection with related to the operation conduct of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4), including, but not limited without limitation, all of the right, title and interest in and to, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (Netbank Inc)

Acquired Assets. The term "Acquired Assets" means all of the businessright, title and interest in ll assets, propertiesboth tangible and intangible, goodwill and rights owned and/or operated by the Seller and primarily and/or used or primarily held for use by Seller in connection with the operation of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than its Business (except for the Excluded Assets (Assets, as defined in Section 1.41.3), including, including but not limited to, to all of the following:

Appears in 1 contract

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

Acquired Assets. (a) The term "Acquired Assets" means --------------- all of the business, properties, assets, properties, goodwill and rights owned by the of Seller and primarily used or primarily held for use in connection with the operation of the Business, 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 the operation or conduct of the Business, other than the Excluded Assets (as defined in Section 1.4)Assets, including, but not limited to, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (Franklin Electronic Publishers Inc)

Acquired Assets. The term "Acquired Assets" means all of the businessassets of Seller of any nature whatsoever, assets, properties, goodwill and rights 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 personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4), including, including but not limited to, to the followingfollowing assets of Seller:

Appears in 1 contract

Sources: Asset Purchase Agreement (Rocky Mountain High Brands, Inc.)

Acquired Assets. The term "Acquired Assets" means all of the businessSeller’s rights, assetstitle and interest in, properties, goodwill to and rights owned by the Seller under those certain assets set forth below and primarily used or primarily held for use further described in connection with the operation of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4Schedule 1.2(a), includingsubject to any limitations, but not limited torestrictions or conditions imposed under the Assigned Contracts, the followingAssumed Liabilities or this Agreement:

Appears in 1 contract

Sources: Asset Purchase Agreement (Medimmune Inc /De)

Acquired Assets. The term "Acquired Assets" means all of the business, properties, assets, properties, goodwill and rights owned by the of Parent and Seller and primarily used or primarily held for use in connection with the operation of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than wherever located and by whomever possessed, that are owned, leased or licensed by Parent or Seller on the Excluded Assets (as defined Closing Date and used, held for use or intended to be used exclusively in Section 1.4)the operation or conduct of the Business, including, but not limited toincluding without limitation, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (SCP Pool Corp)

Acquired Assets. The As used in this Agreement, the term "Acquired --------------- Assets" means all of the business, assets, properties, goodwill properties and rights which are owned or used by the Seller and primarily used or primarily held for use in connection with the operation conduct of the Business, including without limitation the assets reflected on the Financial Statements, all of whatever kind which shall be transferred at the Closing to the Purchaser free and natureclear of any liens, real encumbrances or personal, tangible or intangible, rights in any other than party except the Excluded Assets (as defined in Section 1.4), including, but not limited toAssumed Liabilities. Without limiting the generality of the foregoing, the followingAcquired Assets include the following assets of the Business:

Appears in 1 contract

Sources: Asset Purchase Agreement (Aris Corp/)

Acquired Assets. The term "Acquired Assets" means all assets of the business, assets, properties, goodwill and rights 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 personal, tangible or intangible, other than the Excluded Assets (as defined Assets, including, without limitation, all assets used by Seller in Section 1.4)or for the Business, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, the followingfollowing assets:

Appears in 1 contract

Sources: Asset Purchase Agreement (Encore Capital Group Inc)

Acquired Assets. The term "As used herein, “Acquired Assets" means ” means, other than the Excluded Assets, any and all of the business, assets, properties, goodwill rights, licenses, Contracts, causes of action and rights owned by the Seller and primarily used or primarily held for use in connection with the operation businesses of the Business, of whatever every kind and naturedescription, real wherever located, real, personal or personalmixed, tangible or intangible, other than to the Excluded Assets extent owned, licensed or leased by Seller and used (as defined or held for use) in Section 1.4)the Business, including, but not limited to, all of Seller’s right, title and interest in, to and under the following:

Appears in 1 contract

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

Acquired Assets. The term "Acquired Assets" means all of the business, properties, assets, properties, goodwill and rights owned by the of Seller and primarily used or primarily held for use in connection with the operation of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than wherever located and by whomever possessed, that are owned, leased or licensed by Seller on the Excluded Assets (as defined Closing Date and used, held for use or intended to be used solely or primarily in Section 1.4)the operation or conduct of the Seller’s Business, including, but not limited toincluding without limitation, the following:

Appears in 1 contract

Sources: Asset Contribution Agreement (SCP Pool Corp)

Acquired Assets. The term "As used herein, “Acquired Assets" means ” shall mean, other than the Excluded Assets, any and all of the business, assets, properties, goodwill rights, licenses, Contracts, causes of action and rights owned by the Seller and primarily used or primarily held for use in connection with the operation businesses of the Business, of whatever every kind and naturedescription, real wherever located, real, personal or personalmixed, tangible or intangible, other than to the Excluded Assets 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 in, to and under the following as defined in Section 1.4), including, but not limited to, of the followingEffective Time:

Appears in 1 contract

Sources: Asset Purchase Agreement (Crown Crafts Inc)

Acquired Assets. The term "Acquired Assets" means all of the business, assets, properties, goodwill and rights owned by the Seller and primarily used or primarily held for use in connection with the operation assets of the Business, of whatever kind and nature, real or personal, tangible or intangible, Business (other than the Excluded Assets (as defined Assets) in Section 1.4)which the Sellers have rights, title or interests, including, but not limited towithout 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

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

Acquired Assets. The term "Acquired Assets" means all right, title and interest of Seller or its Affiliates in, to and under all of the business, assets, properties, goodwill properties and rights owned by of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill) and wherever located (other than the Seller and primarily Excluded Assets), which relate to, or are used or primarily held for use in connection with the operation of with, the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4), including, but not limited to, including the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (Farmer Brothers Co)

Acquired Assets. The term "Acquired Assets" means ” include all assets (other than the Excluded Assets) of the businessSeller, assets, properties, goodwill wherever such assets are situated and rights owned by the Seller and primarily used or primarily held for use in connection with the operation of the Business, of whatever kind and or nature, real or personal, tangible or intangible, other than as the Excluded Assets (same may exist as defined in Section 1.4)of the Closing, including, but not limited to, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (Vistra Energy Corp)

Acquired Assets. (a) The term "Acquired Assets" means all of the business, properties, assets, properties, goodwill and rights owned by the of Seller and primarily used or primarily held for use in connection with the operation of the Business, 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 the operation or conduct of the Business, other than the Excluded Assets (as defined in Section 1.4)Assets, including, but not limited to, the following:

Appears in 1 contract

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

Acquired Assets. The term "Acquired Assets" means all right, title and interest in and to all of the business, assets, properties, goodwill and rights owned by assets of the Seller and primarily Company (other than the Excluded Assets) used in or primarily held for use in connection with related to the operation conduct of the Business, including all of whatever kind the Company’s right, title and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined interest in Section 1.4), including, but not limited and to, the following:

Appears in 1 contract

Sources: Asset Purchase Agreement (World Fuel Services Corp)

Acquired Assets. The term "Acquired AssetsACQUIRED ASSETS" means all of the business, assets, properties, goodwill and rights owned by Seller on the Seller Closing Date and primarily used or primarily held for use usable in connection with the operation of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4), including, but not limited to, to the following:

Appears in 1 contract

Sources: Stock Purchase Agreement (Championship Auto Racing Teams Inc)

Acquired Assets. The term "Acquired Assets" means all of the business, properties, assets, properties, goodwill and rights owned by the of Seller and primarily used or primarily held for use in connection with the operation of the Business, 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 primarily for the Cariflex Business, other than the Excluded Assets (as defined in Section 1.4)Retained Assets, including, but not limited to, the following:

Appears in 1 contract

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

Acquired Assets. The As used in this Agreement, the term "Acquired Assets" means ” means, collectively, all right, title and interest in and to all of the business, assets, properties, goodwill rights and rights claims owned by the Seller and primarily used or primarily exclusively employed or held for use in connection with the operation conduct of the Business, of whatever kind and natureincluding, real or personalbut not limited to the following, tangible or intangible, other than but excluding the Excluded Assets (as defined in Section 1.4), including, but not limited to, the following:below):

Appears in 1 contract

Sources: Asset Purchase Agreement (Apogee Technology Inc)

Acquired Assets. The For purposes hereof, the term "Acquired Assets" means all of the business, assets, properties, goodwill properties and rights owned or held by Seller in the Seller and primarily used or primarily held for use in connection with the operation conduct of the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Business that are not Excluded Assets (as defined in Section 1.4)Assets, including, but not limited towithout 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

Sources: Asset Purchase Agreement (Eftc Corp/)

Acquired Assets. The term "Acquired Assets" means all of right, title and interest in the business, following assets, properties, goodwill and rights owned and/or operated by the Seller and primarily and/or used or primarily held for use by Seller in connection with the operation of the its Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets (as defined in Section 1.4), including, but not limited to, the following:

Appears in 1 contract

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