Common use of Purchased Assets Clause in Contracts

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Excluded Assets:

Appears in 3 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Multimedia Platforms Inc.), Asset Purchase Agreement (Emmis Communications Corp)

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Purchased Assets. For purposes of this Agreementhereof, the term "Purchased Assets” means " means, to the extent not specifically included in the Excluded Assets, all assets, powers and rights held by Seller as of the assetsClosing Date, rights or in which Seller has a right, title or interest as of the Closing Date, and properties used which are used, were acquired for use or are held for use by the Seller exclusively primarily in connection with the BusinessBusinesses, including the following assetsof whatever kind, rights tangible and propertiesintangible, but excluding the Excluded Assetsand wherever located, including, without limitation:

Appears in 2 contracts

Samples: Asset Purchase Agreement (Freeshop Com Inc), Asset Purchase Agreement (Freeshop Com Inc)

Purchased Assets. For purposes of this Agreement, the The term “Purchased Assets” means all of the assetsright, rights title and properties used or held for use by the interest of Seller exclusively in connection with the Businessin, including to and under the following assets, rights properties and propertiesrights, but excluding the Excluded Assetswherever located, free and clear of any Liens other than Permitted Liens:

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Clean Energy Fuels Corp.)

Purchased Assets. For purposes of this Agreement, the term The “Purchased Assets” means are all of the assets, properties, rights and properties claims acquired for, used or in, held for use by in, relating to or arising from the Seller exclusively in connection with conduct of the Business, including the following assets, rights and properties, but excluding the Business (other than Excluded Assets), as set forth below:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Delsite, Inc.)

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means shall mean all of the tangible and intangible assets, rights and properties used or held for use by the Seller exclusively principally in connection with the PhosLo Business, including the following assets, rights and properties, but excluding the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Nabi Biopharmaceuticals)

Purchased Assets. For purposes “Purchased Assets” shall mean all of the assets of Seller purchased by Purchaser pursuant to Section 2.1 of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Excluded Retained Assets:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Westell Technologies Inc)

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the Seller’s and, as applicable, its Affiliates’, right, title and interest in and to all assets, properties and rights and properties (other than the Excluded Assets) that are primarily used or held for use by the Seller exclusively in connection with the Business, whether tangible or intangible, real, personal or mixed, including the following assets, rights and properties, but excluding the Excluded Assetsfollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Tabula Rasa HealthCare, Inc.)

Purchased Assets. For purposes of this Agreement, the The term “Purchased Assets” means all of the assets, properties, goodwill and rights that are owned, leased or licensed by Seller on the Closing Date and properties used or related to, used, held for use by or intended to be used in the Seller exclusively in connection with operation or conduct of the Business, of whatever kind and nature, real, personal or mixed, tangible or intangible, other than the Excluded Assets, including the following assets, rights and properties, but excluding (the Excluded “Purchased Assets:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Compuware Corp)

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties owned, used or held for use useable by the Seller exclusively in connection with Seller, and all of the BusinessSeller’s rights therein including, including without limitation, the following assets, rights and properties, but excluding the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Air T Inc)

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the assetsSeller’s right, rights title and properties used or held for use by the Seller exclusively interest in connection with the Business, including and to the following assetsrelated to the Business (collectively, rights and properties, but excluding the Excluded “Purchased Assets:”):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hei Inc)

Purchased Assets. For purposes of this Agreement, the term The “Purchased Assets” means substantially all of the assets, rights and properties used assets owned or held for use by the Seller exclusively and used in connection with the Business, including the following assets, rights and propertiesbut not limited to those assets set forth below, but excluding the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Synalloy Corp)

Purchased Assets. For all purposes of and under this Agreement, the term "Purchased Assets” means " shall mean, refer to and include all of the assetsSeller's right, rights title and properties interest in and to all of the following items, in each case used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Business (other than Excluded Assets) and as in existence on the Closing Date:

Appears in 1 contract

Samples: Asset Purchase Agreement (New York Times Co)

Purchased Assets. For all purposes of and under this Agreement, the term “Purchased Assets” means all of shall mean, the following property and assets, rights and properties used whether real, personal or held for use by the mixed, tangible or intangible, belonging to Seller exclusively in connection with the Business, including the following assets, rights and properties, (but specifically excluding the Excluded Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Diamond Foods Inc)

Purchased Assets. For purposes The "Purchased Assets" are the assets of Seller used in ---------------- the Business, acquired by the Purchaser pursuant to the terms of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Excluded Assets:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Purchased Assets. For purposes of this Agreement, the term “"Purchased Assets” means " shall mean all of the assetsSellers' rights, rights title and interest in and to all of the Sellers' assets and properties used or held for use by of every kind and description and wherever located, excluding only the Seller exclusively Excluded Assets set forth in connection with the BusinessSection 1.3, including the following assets, rights and properties, but excluding the Excluded Assetswithout limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Ch2m Hill Companies LTD)

Purchased Assets. For purposes of As used in this Agreement, the term "Purchased Assets" means all of rights, interest and title to the assetsproperties and assets owned by Seller and otherwise employed, rights and properties predominantly used or held available for use by the Seller exclusively in connection with the Business, including real and personal, tangible and intangible, of every kind and nature, wherever located, as the following assetssame shall exist on the Closing Date, rights and propertiesincluding, but excluding the Excluded Assetswithout limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Audio Book Club Inc)

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including including, without limitation, the following assets, rights and properties, but excluding the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Terra Tech Corp.)

Purchased Assets. For purposes of this Agreement, the term “The "Purchased Assets” means " are all of the assets, properties, rights and properties claims used in, relating to or held for use by arising from the Seller exclusively in connection with conduct of the Business, including the following assets, rights and properties, but excluding the Excluded Assetsfollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Worldport Communications Inc)

Purchased Assets. For purposes of As used in this Agreement, Agreement the term ---------------- "Purchased Assets" means all of rights, interest and title to the assetsproperties and assets owned by Seller and otherwise employed, rights and properties used or held available for use by the Seller exclusively in connection with the Business, including real and personal, tangible and intangible, of every kind and nature, wherever located, as the following assetssame shall exist on the Closing Date, rights and propertiesincluding, but excluding the Excluded Assetswithout limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Irwin Naturals 4 Health)

Purchased Assets. For purposes of this Agreement, the term The “Purchased Assets” means are all of the assets, properties, rights and properties used claims primarily acquired, primarily used, or primarily held for use by for or in the Seller exclusively in connection with Business or the Businessownership of the Brands, including the following assets, rights and properties, but excluding the Excluded Assetsfollowing:

Appears in 1 contract

Samples: Asset Purchase Agreement (American Media Inc)

Purchased Assets. For purposes of this Agreement, the term “The "Purchased Assets” means " are substantially all of the assets, rights properties, rights, good will and properties claims acquired for, used or in, held for use by in, relating to or arising from the Seller exclusively in connection with conduct of the Business, including the following assetswherever located, rights and properties, but excluding the Excluded Assets(excepting only such assets as are expressly excluded under this Agreement) described as follows:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Dataram Corp)

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Purchased Assets. For purposes The "Purchased Assets" are the assets of Seller used in the Business, acquired by the Purchaser pursuant to the terms of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Excluded Assets:.

Appears in 1 contract

Samples: Asset Purchase Agreement (Pomeroy Computer Resources Inc)

Purchased Assets. For purposes of this Agreement, the term “The "Purchased Assets” means " are substantially all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including the following assetsproperties, rights and propertiesclaims used in, but excluding related to or arising from the Excluded AssetsBusiness whether owned or held by the Company or any Affiliate thereof. Without limiting the generality of the foregoing, the Purchased Assets shall include the following, subject to Section 5.19 to the extent applicable thereto:

Appears in 1 contract

Samples: Asset Purchase Agreement

Purchased Assets. For purposes of As used in this Agreement, Agreement the term "Purchased Assets" means all of rights, interest and title to the assetsproperties and assets owned by Seller and otherwise employed, rights and properties used or held available for use by the Seller exclusively in connection with the Business, including real and personal, tangible and intangible, of every kind and nature, wherever located, as the following assetssame shall exist on the Closing Date, rights and propertiesincluding, but excluding the Excluded Assetswithout limitation:

Appears in 1 contract

Samples: Asset Purchase Agreement (Omni Nutraceuticals)

Purchased Assets. For purposes of As used in this Agreement, the term “Purchased Assets” means all of the assets, rights and properties assets used or held for use by the any Seller exclusively or any Purchased Subsidiary in connection with the Business, including as the same shall exist at and as of the Closing, whether or not any of such assets have any value for accounting purposes or are reflected on the Financials (as defined in Section 5.5(a) below), including, but not limited to, the following assets, rights and properties, but excluding the Excluded AssetsAssets described in Section 2.3:

Appears in 1 contract

Samples: Purchase and Sale Agreement (Sco Group Inc)

Purchased Assets. For purposes Purchased Assets" shall mean all assets of this Agreementeither or both of the Sellers used in the conduct of their respective businesses (except for the Retained Assets) including, but not limited to the Accounts, the term “Buildings, the Purchased Contracts, the Equipment, the Existing Insurance Policies, the Existing Investments, the Existing Permits, the Intangible Assets” means all of , the assetsInventory, rights the Liquid Assets, the Real Property and properties used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Excluded Assets:Records.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Manitowoc Co Inc)

Purchased Assets. For purposes of this Agreement, the term "Purchased Assets" means all of the assets, rights and properties used or held for use by following assets of the Seller exclusively in connection with and all of the Business, including the following assets, Seller's rights and properties, but excluding the Excluded Assetstherein:

Appears in 1 contract

Samples: Asset Purchase Agreement (Culp Inc)

Purchased Assets. For purposes of this AgreementAs used herein, the term “Purchased Assets” means all of the assets, rights properties, rights, claims, privileges, and properties interests of Seller of every kind and character and wherever located, in each case primarily relating to, primarily used in, or held for use by the Seller exclusively in connection with primarily arising out of the Business. Without limiting the generality of the foregoing, including the following assetsPurchased Assets include all of Seller’s right, rights title and properties, but excluding interest in and to the Excluded Assetsfollowing:

Appears in 1 contract

Samples: Purchase Agreement (Hardinge Inc)

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the assets, rights and properties used or held for use by following assets of the Seller exclusively in connection with and all of the Business, including the following assets, Seller’s rights and properties, but excluding the Excluded Assetstherein:

Appears in 1 contract

Samples: Asset Purchase Agreement (International Textile Group Inc)

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means means, except for the Excluded Assets, all property, assets and rights of the assetsany kind and description, rights and properties used whether real, personal or held for use mixed, tangible or intangible, wherever located, owned by the Seller exclusively in connection associated with the Business, including the following assets, rights and properties, but excluding the Excluded Assetsincluding:

Appears in 1 contract

Samples: Asset Purchase Agreement (Harrow Health, Inc.)

Purchased Assets. For purposes of this Agreement, the term “Purchased Assets” means all of the assets, rights rights, goodwill, and properties used or held for use by the Seller exclusively in connection with the Business, including the following assets, rights and properties, but excluding the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Emmis Communications Corp)

Purchased Assets. For purposes of this Agreement, the The term "Purchased Assets" means all of the tangible and ---------------- ---------------- intangible assets, goodwill, rights and properties used or held for use interests of and owned by Seller of any nature whatsoever as of the Seller exclusively in connection with Closing (as hereinafter defined) that are Related to the BusinessBusiness (as hereinafter defined), including including, without limitation, the following assets, rights and propertiesfollowing, but excluding therefrom the Excluded Assets:

Appears in 1 contract

Samples: Asset Purchase Agreement (Matthews Studio Equipment Group)

Purchased Assets. For purposes of this Agreement, the term "Purchased Assets" means all of the assets, rights and properties of the Seller owned, used or held for use useable by the Seller exclusively in connection with or relating to the Business, including and all of the Seller's rights therein including, without limitation, the assets identified on the Reference Balance Sheet as well as the following assets, rights and properties, properties of the Seller (but excluding the Excluded Assets:):

Appears in 1 contract

Samples: Asset Purchase Agreement (Hirsch International Corp)

Purchased Assets. For purposes of this Agreement, the (a) The term “Purchased Assets” means all of the assets, rights and properties used or held for use by the Seller exclusively in connection with the Business, including shall mean the following assets, rights and properties, but excluding assets and rights of whatever kind and nature, tangible or intangible, other than the Excluded Assets, of Seller existing on the Closing Date:

Appears in 1 contract

Samples: Assignment and Assumption Agreement (Questcor Pharmaceuticals Inc)

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