Assigned Assets. The term "Assigned Assets" refers to the --------------- --------------- Assigned Rights, all Derivatives, all Intellectual Property Rights and all Embodiments, collectively.
Assigned Assets. (a) For purposes of this Agreement, “Assigned Assets” shall mean (without duplication):
Assigned Assets. Assignor hereby assigns, transfers and conveys to the Assignee all of Assignor's right, title and interest in and to each and every asset, right and interest of every kind, nature or character whatsoever, wherever located, and whether direct or indirect, that are owned, used or held for use by, or for the benefit of or on the behalf of, in whole or in part, Assignor and used in connection with the manufacturing, marketing, distribution and sale of food products in the United States (the "Manufacturing Operations") including, without limitation, the following (but specifically excluding the Excluded Assets, as such term is defined in Section 1.2 below):
(a) all machinery; tools; dies; molds; appliances; motorized and non-motorized vehicles; trailers, attachments and accessories; marine vessels; aircraft; railway rolling stock; furnishings; equipment (including, but not limited to, all spare and replacement parts); computer hardware; computer software; fuel stocks; plants; materials, stores, supplies, packaging and labeling; documents, records and other similar and dissimilar tangible records; and all other tangible personal property of every conceivable nature, kind, character and description associated with the Manufacturing Operations of the Assignor (the "Property");
(b) all packaging materials, raw materials and work-in-progress of the Assignor (the "Inventories");
(c) all real property leases (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of land, structures, fixtures and premises (the "Real Property Leases");
(d) all leases, subleases and assignments (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of machinery, equipment or any other personal property (the "Personal Property Leases");
(e) all easements, profits, licenses pertaining to real property, rights of access, rights of way and other similar or dissimilar rights in real property (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect grantor or grantee (the "Real Property Licenses");
(f) all written and oral contracts (together with all modifications and amendments thereof and supplements thereto) (the "Contracts");
(g) all licenses not pertaining to real property (including, but not limited to, computer software licenses and trademark...
Assigned Assets. To Broncus’ knowledge, (a) Broncus owns, and can grant exclusive right, title and interest in and to, each of the Assigned Assets, (b) none of the Assigned Assets are presently subject to any dispute, claim, prior license or other agreement, assignment or rights of any third party, or any other rights that might interfere with Asthmatx’s use, or exercise of ownership of, any Assigned Assets, nor is Broncus aware of any claims by any third party to any rights of any kind in or to any of the Assigned Assets, and (c) none of the Assigned Assets are subject to any lien, pledge, mortgage, security interest or other encumbrance of any sort (other than such Liabilities as are assumed by Asthmatx pursuant to Section 2 of this Agreement and other than any lien that would have no material affect on Asthmatx’s ability to use or transfer an Assigned Asset). **** Certain portions of this exhibit have been omitted and confidential treatment has been requested for these omitted portions pursuant to an application for confidential treatment sent to the Securities and Exchange Commission.
Assigned Assets. The “Assigned Assets” means collectively the following:
Assigned Assets. As of the Closing Date: (i) Seller has contributed all of the Assigned Assets to the Company in accordance with the Contribution Agreement (the “Contribution”) and (ii) the Company owns all of the Assigned Assets free of any liens, charges, encumbrances, security interests, restrictive agreements or assessments other than those set forth in the Contracts. Prior to such contribution: (x) the Seller owned all of the Assigned Assets and (y) except as set forth under Schedule 3.19(ii)(y) of the Disclosure Schedule, the Assigned Assets constituted all of the Intellectual Property of Seller that Seller developed or acquired specifically for use with the Assigned Assets other than any Additional Assets (as defined in the Contribution Agreement) that Seller transfers to the Company pursuant to Section 4.2 of the Contribution Agreement. For the sake of clarity, reference to ownership of the Assigned Assets in this Section 3.19 as it relates to the agreements and contracts included in the Assigned Assets shall mean that Company shall be, after the completion of the Contribution, and Seller is, on the date hereof and immediately prior to the completion of the Contribution, a counterparty to such agreement or contract.
Assigned Assets. 1.1(a) Assigned Assets and Vehicles 4.11
Assigned Assets. On the terms and conditions of this Agreement, GP Corp hereby conveys to GECM, and GECM hereby purchases from GP Corp, all right, title and interest in the following acquired assets acquired by GP Corp from MAST pursuant to the Asset Purchase Agreement, in each case, free and clear of any Encumbrances: (a) the contracts assigned by MAST to GP Corp and all prepayments related thereto; (b) the leases assigned by MAST to GP Corp and any deposits related thereto; (c) the leasehold interest acquired by GP Corp from MAST (the “Transferred Premises”); (d) all fixtures and supplies acquired by GP Corp from MAST and all warranties and guarantees, if any, express or implied, with respect to thereto; (e) the business records which relate to the assets assigned to GECM by GP Corp under this Agreement and the liabilities assumed by GECM from GP Corp under this Agreement to the extent the purchase and sale thereof is permitted by Law and, with respect to any portion of such Business Records (as defined in the Asset Purchase Agreement) which are required by law to be retained by MAST, the right to access and copy such portions; (f) all rights to the claims, causes of action, rights of recovery, and rights of set-off, made or asserted against any Person on or after the Effective Date relating to the assets acquired under this Agreement, whether arising out of actions or conditions occurring prior to, on, or after the Effective Date, including all rights to xxx for or assert claims against and seek remedies and to retain any and all damages, settlement amounts and other amounts therefrom; (g) all software assigned by MAST to GP Corp; and (h) all guarantees, warranties, indemnities and similar rights in favor of MAST or its affiliates related to any of the foregoing (collectively, the “Purchased Assets”). In no event shall GECM acquire any ownership in any Excluded Asset (as defined in the Asset Purchase Agreement).
Assigned Assets. The Seller is the owner, inventor and/or author of, and can grant exclusive right, title and interest in and to, each of the Assigned Assets transferred by the Seller hereunder and that none of the Assigned Assets are subject to any dispute, claim, prior license or other agreement, assignment, lien, encumbrance or rights of any third party, or any other rights that might interfere with the Designated Subsidiary’s use, or exercise of ownership of, any of the Assigned Assets. The Seller and Owners further represent and warrant to the Buyer and the Designated Subsidiary that the Assigned Assets are free of any claim of any prior employer or third party client of the Seller or any Owner or any school, university or other institution any Owner attended, if any, and that neither Seller nor any Owner is aware of any claims by any third party to any rights of any kind in or to any of the Assigned Assets. The Seller and the Owners each agree to immediately notify the Buyer and Designated Subsidiary upon becoming aware of any such claims.
Assigned Assets. The Assigned Assets, as defined and described in Section 1 of the Term Sheet, include, but are not limited to, the following items:
