Acquiror Assets definition

Acquiror Assets has the meaning set forth in Section 5.5(ii).

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Acquiror Assets means, with respect to Patent Rights or Technology (and all Intellectual Property (other than Patent Rights) therein), as applicable, such Patent Rights or Technology (and all Intellectual Property (other than Patent Rights) therein) owned or otherwise Controlled by the Acquiror Group other than: (a) any Patent Rights or Technology (and all Intellectual Property (other than Patent Rights) therein) the Control of which is transferred from Applied and or its Affiliates (other than the Acquiror Group) to the Acquiror Group; (b) any improvements, enhancements, modifications and updates to (a); and (c) any Patent Rights and Technology (and Intellectual Property (other than Patent Rights) therein) owned or Controlled by the Acquiror Group access to which is provided to Applied or any of its Affiliates (other than the Acquiror Group),

Acquiror Assets means the assets, rights and properties, whether owned, leased or licensed, real, personal or mixed, tangible or intangible, that are used, useful or held for use in connection with the business of Acquiror.

Examples of Acquiror Assets in a sentence

• Acquiror shall use its reasonable best efforts to continue to maintain and service the Acquiror Assets consistent with past practice.

• Acquiror shall not directly or indirectly, sell or encumber all or any part of the Acquiror Assets, other than sales in the ordinary course of business or initiate or participate in any discussions or negotiations or enter into any agreement to do any of the foregoing.

• Acquiror has good and marketable title to the Acquiror Assets, free from any Encumbrances.

• Acquiror owns all Acquiror Assets necessary or currently used in the operation of Acquiror’s Business.

• Except as set forth in Schedule 5.8, there is no action, suit, investigation, claim, arbitration or litigation pending or, to the knowledge of Acquiror, threatened against or involving Acquiror, the Acquiror Assets or the business and operations of Acquiror, at law or in equity, or before or by any court, arbitrator or Government Entity that would be reasonably likely to have an Acquiror Material Adverse Effect.

• Acquiror is duly qualified to conduct its business, and is in good standing, in each jurisdiction where the ownership or leasing of the Acquiror Assets or the nature of its activities in connection with the conduct of its business makes such qualification necessary.

• All licenses, permits and authorizations issued by ------- any federal, state, local or foreign governmental authority (the "ACQUIROR PERMITS") relating to the Acquiror, the Acquiror Assets or the conduct of the business of the Acquiror (the "ACQUIROR BUSINESS"), including without limitation those listed in Section 4.10(f) of the Disclosure Schedule.

• The Acquiror has good, valid and ------------------------ marketable title to the Acquiror Assets, including without limitation those assets set forth on the Acquiror 2000 Balance Sheet.

• Acquiror owns all Acquiror Assets necessary or currently used in the operation of Acquiror's Business.

• Acquiror has the requisite power and authority to own, lease and operate the Acquiror Assets, to carry on its business as now being conducted and to perform the terms of this Agreement and the transactions contemplated hereby.

More Definitions of Acquiror Assets

Acquiror Assets has the meaning set forth in Section 3.5(b).