Common use of Acquired Assets Clause in Contracts

Acquired Assets. The “Acquired Assets” means all assets, properties and Intellectual Property Rights of Seller other than the Excluded 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 following assets:

Appears in 2 contracts

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

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Acquired Assets. The term "Acquired Assets" means all of the business, assets, properties properties, goodwill and Intellectual Property Rights rights owned by the Seller and primarily used or primarily held for use in connection with the operation of Seller the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets, including, without limitation, all assets used by Seller Assets (as defined in or for its Business, wherever located and whether or not reflected on Seller’s books and recordsSection 1.4), including, but not limited to, the following assetsfollowing:

Appears in 2 contracts

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

Acquired Assets. The term “Acquired Assets” means all the business, properties, assets, properties goodwill and Intellectual Property Rights rights of Parent and Seller other than the Excluded Assetsof whatever kind and nature, includingreal or personal, without limitation, all assets used by Seller in tangible or for its Businessintangible, wherever located and whether by whomever possessed, that are owned, leased or not reflected licensed by Parent or Seller on Seller’s books the Closing Date and recordsused, includingheld for use or intended to be used exclusively in the operation or conduct of the Business, but not limited toincluding without limitation, the following assetsfollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (SCP Pool Corp)

Acquired Assets. The “Acquired Assets” means all assets, properties and Intellectual Property Rights assets of Seller other than the Excluded Assets, including, without limitation, all assets used by Seller in or for its the Business, 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)

Acquired Assets. (a) The term "Acquired Assets" means --------------- all the business, properties, assets, properties goodwill and Intellectual Property Rights 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 the operation or conduct of the Business, other than the Excluded 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 following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Franklin Electronic Publishers Inc)

Acquired Assets. The term "Acquired Assets" means all right, title and interest in ll assets, properties both tangible and Intellectual Property Rights intangible, owned and/or operated by Seller and/or used by Seller in the operation of Seller other than its Business (except for the Excluded Assets, includingas defined in Section 1.3), 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, including but not limited to, to all of the following assetsfollowing:

Appears in 1 contract

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

Acquired Assets. The term “Acquired Assets” means all the business, properties, assets, properties goodwill and Intellectual Property Rights rights of Seller other than the Excluded Assetsof whatever kind and nature, includingreal or personal, without limitation, all assets used by Seller in tangible or for its Businessintangible, wherever located and whether by whomever possessed, that are owned, leased or not reflected licensed by Seller on the Closing Date and used, held for use or intended to be used solely or primarily in the operation or conduct of the Seller’s books and recordsBusiness, including, but not limited toincluding without limitation, the following assetsfollowing:

Appears in 1 contract

Samples: Asset Contribution Agreement (SCP Pool 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 assets, properties properties, rights and Intellectual Property Rights claims owned or exclusively employed or held for use in the conduct of Seller other than the Excluded 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 toto the following, but excluding the following assets:Excluded Assets (as defined below):

Appears in 1 contract

Samples: Asset Purchase Agreement (Apogee Technology 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 assets, properties and Intellectual Property Rights 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), includingwhich relate to, without limitationor are used or held for use in connection with, all assets used by Seller in or for its the Business, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, including the following assetsfollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Farmer Brothers Co)

Acquired Assets. The “Acquired Assets” means include all assets, properties and Intellectual Property Rights of Seller 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 Closing, 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 following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vistra Energy Corp)

Acquired Assets. (a) The term "Acquired Assets" means all the business, properties, assets, properties goodwill and Intellectual Property Rights 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 the operation or conduct of the Business, other than the Excluded 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 following assets:

Appears in 1 contract

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

Acquired Assets. The term “Acquired Assets” means all assets, properties and Intellectual Property Rights of the assets of Seller other than the Excluded Assetsof any nature whatsoever, 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, including but not limited to, to the following assetsassets of Seller:

Appears in 1 contract

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

Acquired Assets. The term “Acquired Assets” means all assetsright, properties title and Intellectual Property Rights interest in and to all of Seller the assets of the Company (other than the Excluded Assets, including, without limitation, all assets ) used by Seller in or for its related to the conduct of the Business, wherever located including all of the Company’s right, title and whether or not reflected on Seller’s books interest in and records, including, but not limited to, the following assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (World Fuel Services Corp)

Acquired Assets. The term “Acquired Assets” means all assets, properties and Intellectual Property Rights of Seller other than the Excluded 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 rights, title and recordsinterest in, includingto and under those certain assets set forth below and further described in Schedule 1.2(a), but not limited tosubject to any limitations, restrictions or conditions imposed under the Assigned Contracts, the following assetsAssumed Liabilities or this Agreement:

Appears in 1 contract

Samples: Asset Purchase Agreement (Medimmune Inc /De)

Acquired Assets. The “As used in this Agreement, the term "Acquired --------------- Assets" means all the assets, properties and Intellectual Property Rights of Seller other than the Excluded Assets, including, without limitation, all assets rights which are owned or used by Seller in or for its connection with the conduct of the Business, wherever located and whether or not including without limitation the assets reflected on Seller’s books the Financial Statements, all of which shall be transferred at the Closing to the Purchaser free and recordsclear of any liens, including, but not limited toencumbrances or rights in any other party except the Assumed Liabilities. Without limiting the generality of the foregoing, the Acquired Assets include the following assetsassets of the Business:

Appears in 1 contract

Samples: Asset Purchase Agreement (Aris Corp/)

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Acquired Assets. The term "Acquired Assets" means all right, title and interest in the following assets, properties and Intellectual Property Rights of owned and/or operated by Seller other than the Excluded Assets, including, without limitation, all assets and/or used by Seller in or for the operation of its Business, 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: Purchase and Sale of Assets Agreement (Perma Fix Environmental Services Inc)

Acquired Assets. The term “Acquired Assets” means all assets, properties and Intellectual Property Rights of Seller the assets of the Business (other than the Excluded Assets) in which the Sellers have rights, title or interests, 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 following assets: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. The term “Acquired Assets” means all assetsof Seller’s right, title and interest in and to all properties and Intellectual Property Rights of assets (tangible or intangible) used, useful, held for use, or generated under or in connection with, or otherwise primarily related to, the Compounds or the Seller Compound Activities, including all properties and assets used or generated under or in connection with the Compounds or the Seller Compound Activities, other than the Excluded AssetsAssets (as set forth in Section 2.2(c)), 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, including the following assetsfollowing:

Appears in 1 contract

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

Acquired Assets. The “Acquired Assets” term "ACQUIRED ASSETS" means all the assets, properties properties, goodwill and Intellectual Property Rights rights owned by Seller on the Closing Date and used or usable in connection with the operation of Seller the Business, of whatever kind and nature, real or personal, tangible or intangible, other than the Excluded Assets, including, without limitation, all assets used by Seller Assets (as defined in or for its Business, wherever located and whether or not reflected on Seller’s books and recordsSection 1.4), including, but not limited to, to the following assetsfollowing:

Appears in 1 contract

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

Acquired Assets. The term “Acquired Assets” means all of the business, properties, assets, properties goodwill and Intellectual Property Rights 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 primarily for the Cariflex Business, other than the Excluded Retained 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 following assets:

Appears in 1 contract

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

Acquired Assets. The As used herein, “Acquired Assets” means all assetsshall mean, properties and Intellectual Property Rights of Seller other than the Excluded Assets, includingany and all assets, without limitationproperties, all assets rights, licenses, Contracts, causes of action and 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 or for its the Business, wherever located including all right, title and whether or not reflected on Seller’s books interest of Seller in, to and records, including, but not limited to, under the following assetsas of the Effective Time:

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Crafts Inc)

Acquired Assets. The term “Acquired Assets” means all assetsright, properties title and Intellectual Property Rights interest in and to all of the assets of the Seller (other than the Excluded Assets), and all of the assets of Owner or Parent used in or related to the conduct of the Business, including, without limitation, all assets used by Seller of the right, title and interest in or for its Business, 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 (Netbank Inc)

Acquired Assets. The As used herein, “Acquired Assets” means all assetsmeans, properties and Intellectual Property Rights of Seller other than the Excluded Assets, includingany and all assets, without limitationproperties, all assets used rights, licenses, Contracts, causes of action and 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) in or for its the Business, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, all of Seller’s right, title and interest in, to and under the following assetsfollowing:

Appears in 1 contract

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

Acquired Assets. The “For purposes hereof, the term "Acquired Assets" means all assets, properties and Intellectual Property Rights rights owned or held by Seller in the conduct of Seller other than the Business that are not Excluded Assets, including, without limitation, all of Seller's rights, title and interests in and to the following assets used by Seller the Division in or for its Business, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, conduct of the following assetsBusiness as of the Closing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Eftc Corp/)

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