Transferred Assets and Excluded Assets. (a) The term "Transferred Assets" means all of Ashland's right, title and interest in, to and under the following assets, other than the Excluded Assets (as defined in Section 1.02(b)):
Transferred Assets and Excluded Assets. (a) The term “Transferred Assets” means all of Seller’s and the Seller Subsidiaries’ right, title and interest in, to and under the following assets, properties and rights, wherever located, whether tangible or intangible, accrued or contingent, as they exist at the time of 101951134.15 Closing, in each case, other than (A) the Excluded Assets and (B) as otherwise provided in this Section 1.02(a):
Transferred Assets and Excluded Assets. (a) The term “Transferred Assets” means all of Seller’s or its applicable Affiliate’s, other than the Transferred Entity’s, right, title and interest in, to and under all of the following assets as they exist at the time of the Closing, or later, in accordance with the terms of this Agreement, including Section 2.02(b), or the Transition Services Agreement, including Section 2.12 thereof:
Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “Transferred Assets” means all of the properties, assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind and nature, real or personal, tangible or intangible, that are owned by Seller or any other member of the Seller Group immediately prior to the Closing and used or held for use primarily in, or arise primarily out of or relate primarily to, the Business or the operation or conduct of the Business (except that, with respect to accounts receivable, Intellectual Property, Technology and Records that are owned by Seller or any other member of the Seller Group, such assets shall constitute Transferred Assets only to the extent specified in clauses (iv), (v), (vi) and (xii) of this Section 1.02(a), as applicable), other than the Excluded Assets, including (in each case, other than the Excluded Assets):
Transferred Assets and Excluded Assets. (a) Upon the terms and subject to the conditions of this Agreement, Seller shall sell, assign, transfer, convey and deliver to Purchaser and the Purchaser Parties, and Purchaser agrees to, and agrees to cause the Purchaser Parties to, purchase, acquire and accept from Seller, all of Seller’s right, title and interest in, to and under the following property, rights, contracts, claims and assets as they exist at the time of Closing (collectively, the Transferred Assets):
(i) the real property located at 2301 S.E. Tone’s Drive in Ankeny, Iowa, more particularly described in Section 4.7 of the Disclosure Schedule, and all of Seller’s right, title and interest therein, including all buildings, structures, improvements and fixtures located thereon and all easements and other rights and interests appurtenant thereto (the Transferred Real Property);
(ii) all of Seller’s right, title and interest in the real property lease listed in Section 4.7 of the Disclosure Schedule (the Transferred Lease);
(iii) all Inventory owned by Seller, wherever located, that is used or held for use exclusively in the operation or conduct of the Business (the Transferred Inventory);
(iv) all Equipment owned by Seller and located on or at the Transferred Real Property or the Leased Real Property that is used or held for use exclusively in the operation or conduct of the Business and not specifically listed or described in Section 2.2(b)(i) of the Disclosure Schedule (the Transferred Equipment);
(v) all United States and foreign patents (including utility and design patents) and all foreign counterparts of the United States patents (including all reissues, divisions, continuations, continuations-in-part, extensions and reexaminations thereof), and United States, foreign and international patent applications set forth in Section 2.2(a)(v) of the Disclosure Schedule (the Transferred Patents);
(vi) all trademarks, trademark registrations and trademark applications set forth in Section 2.2(a)(vi) of the Disclosure Schedule together with the goodwill associated exclusively therewith (the Transferred Trademarks);
(vii) all trade names and domain names set forth in Section 2.2(a)(vii) of the Disclosure Schedule and all copyrights owned by Seller that are used or held for use exclusively in the operation or conduct of the Business, including copyrights, if any, in all original content in any web sites and social media pages (which does not include layout of any sites and pages), packaging, advert...
Transferred Assets and Excluded Assets. (a) Immediately prior to the Closing, the Seller and the Company will, and Parent will cause the Parent Designated Affiliates to, execute and deliver the Xxxx of Sale and Assignment Agreement, the Assumption Agreement, the Assignment of Leases, the Cochlear Patent Assignment and the Cochlear Trademark Assignment, pursuant to which the Seller will assign, convey, transfer and deliver, or cause to be assigned, conveyed, transferred and delivered, to the Company, and the Company will acquire and assume, all of the Seller’s and the Parent Designated Affiliates’ right, title and interest, direct or indirect, in, to and under all the Transferred Assets, in each case free and clear of any Encumbrances. The “Transferred Assets” means (x) whether or not listed in clause (y) of this Section 2.02(a), except for Patents, Assigned Names and Marks and Transferred IP Agreements, any and all assets, properties and rights of the Seller and the Parent Designated Affiliates of every nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located and whether now existing or hereafter acquired prior to the Closing Date, Primarily related to, or Primarily used or held for use in connection with the Transferred Business, whether or not carried or reflected on or specifically referred to in the Seller’s books or financial statements, other than the Excluded Assets plus (y) all of the Seller’s and the Parent Designated Affiliates’ right, title and interest in, to and under the following, other than the Excluded Assets: 12 (i) all the Transferred Contracts; (ii) all the Transferred Intellectual Property; (iii) all the Receivables; (iv) originals of all Books and Records that are associated with or employed by the Seller or the Parent Designated Affiliates solely in the conduct of the Transferred Business and copies of all Books and Records of the Seller that are associated with or employed by the Seller or the Parent Designated Affiliates in the conduct of the Transferred Business, but not solely so; (v) all Personal Property; (vi) all rights in respect of the Leased Real Property; (vii) all sales and promotional literature and other sales-related materials, in each case, Primarily related to, used or held for use in the Transferred Business; (viii) to the extent transferable in accordance with applicable Law, all Permits; (ix) all goodwill, going concern value and other intangible assets of the Sel...
Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “Transferred Assets” means (i) the Additional Assets and (ii) all of the properties, assets, goodwill and rights (including lease, license and other contractual rights) of whatever kind and nature, real, personal or mixed, tangible or intangible and wherever situated, that are (A) owned by Seller or any other member of the Seller Group immediately prior to the Closing and (B) used or held for use exclusively in connection with the Business, other than the Excluded Assets. Notwithstanding the foregoing, Transferred Assets includes (in each case, other than the Excluded Assets):
Transferred Assets and Excluded Assets. (a) For purposes of this Agreement, “Transferred Assets” means the following assets owned by Seller on the Closing Date, other than the Excluded Assets:
Transferred Assets and Excluded Assets. (a) The term “Transferred Assets” means all of Seller’s and the Seller Affiliates’ right, title and interest in, to and under the following assets (as they exist (i) at the time of the Global Closing, in the case of the Global Transferred Assets, and (ii) at the time of the China Closing, in the case of the China Transferred Assets), other than (A) the Excluded Assets and (B) as otherwise provided in this Section 1.02(a):
Transferred Assets and Excluded Assets
