Acquired Assets definition

Acquired Assets has the meaning set forth in Section 2.1.

Acquired Assets means all right, title, and interest in and to all of the assets of the Seller and the Division Subsidiaries (excepting Excluded Assets) that are used in, held for use in or related to the Business as it is conducted as at the date of this Agreement, including (without limitations) all (a) Leased Real Property, (b) tangible personal property (such as equipment, inventories of products and supplies, manufactured and purchased parts, goods in process and finished goods, and furniture, (c) Division Intellectual Property, goodwill associated therewith, licenses and sublicenses granted with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, (d) leases, subleases, and rights thereunder, (e) agreements, Contracts, instruments, Security Interests, guaranties, other similar arrangements, and rights thereunder, (f) accounts, notes, and other receivables, (g) securities (other than the capital stock of the Division Subsidiaries), (h) issued and outstanding shares of the Selected Subsidiaries, (i) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes), (j) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (k) books, records, ledgers, files, documents, correspondence, lists, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, (l) rights to use the name “Roxio, Inc.” and “Roxio,” and (m) data, content, graphics, text, databases, and other materials on the Seller’s websites used in or relating to the Business or the Division and the Division Subsidiaries; provided, however, that the Acquired Assets shall not include (i) the corporate charter, qualifications to conduct business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance, and existence of the Seller as a corporation or (ii) any of the rights of the Seller under this Agreement (or under any side agreement between the Seller ...

Acquired Assets means all properties, assets, interests and rights of every nature, tangible and intangible of Sellers (real or personal, now or existing or hereafter acquired, whether or not reflected on the books or financial statements of Sellers) Relating to the Business, and in any event, including the following assets, except the Excluded Assets shall not be Acquired Assets:

Examples of Acquired Assets in a sentence

• Pursuant to the Sale Order, the Sellers will convey such title to or rights to use, all of the Acquired Assets, free and clear of all Encumbrances (other than Permitted Encumbrances).

• Other than the Bankruptcy Case, no Seller is subject to any outstanding Decree that would (i) reasonably be expected to be material to the Acquired Assets or Acquired Businesses or (ii) prevent or materially delay such Seller’s ability to consummate the transactions contemplated hereby or by the Related Agreements or perform in any material respect its obligations hereunder.

• The arrangements entered into by any Seller and its Affiliates referred to in the foregoing clauses (a) and (b), solely to the extent relating to any Acquired Assets or Assumed Liabilities and including those which are set forth in Section 5.12, are referred to as the “Seller Credit Support Obligations”.

• Except as set forth in Schedule 3.8 or arising in connection with, or out of, the Bankruptcy Cases (or any actions which are the subject matter thereof), there is no Litigation pending that (a) would reasonably be expected to be material to the Acquired Assets or (b) challenges the validity or enforceability of this Agreement or that seeks to enjoin or prohibit consummation of the transactions contemplated hereby and thereby.

• Purchaser is and shall be capable of satisfying the conditions contained in sections 365(b)(1)(C) and 365(f) of the Bankruptcy Code with respect to the Acquired Assets and the related Assumed Liabilities.

More Definitions of Acquired Assets

Acquired Assets means all business, properties, assets, goodwill and rights of the Seller of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased or licensed by the Seller on the Closing Date other than the Excluded Assets, including, without limitation, all of the right, title and interest of the Seller as of the Closing Date in and to:

Acquired Assets means all of Seller’s and the Selling Affiliates’ right, title and interest in, to and under those certain assets identified below:

Acquired Assets has the meaning set forth in Section 1.1(a).

Acquired Assets means all of the assets, properties and rights which relate to, or are used or held for use by the Seller primarily in connection with, the operation or conduct of the Business, whether tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, whether real, personal or mixed, including those assets listed on Schedule 1 attached hereto, but excluding the Retained Assets.

Acquired Assets shall have the meaning specified in Section 1.1.

Acquired Assets means all right, title and interest of the Sellers in and to the following assets and properties, except to the extent they constitute Excluded Assets:

Acquired Assets shall have the meaning set forth in Section 1.1 of this Agreement.