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 and rights, except as set forth herein, of every nature, tangible and intangible, of Sellers used, or held for use, in the Business, real or personal, now existing or hereafter acquired, whether or not reflected on the books or financial statements of the Sellers as the same shall exist on the Closing Date, including the following assets:

Examples of Acquired Assets in a sentence

• For greater clarity, the Seller confirms that all reasonably necessary documents evidencing chain of title to the Acquired Assets have been duly executed and, where necessary, have been filed with the appropriate intellectual property office.

• The Seller has, at all times up to the Effective Date, taken all necessary steps to maintain and has maintained the Acquired Assets in good standing such that, to Seller’s knowledge, the Acquired Assets remain valid and enforceable, as applicable.

• The Seller hereby waives all of its existing and future moral rights in the Acquired Assets in favour of the Buyer and its successors and assigns.

• The consideration paid by the Buyer to the Seller for the Acquired Assets shall be 450,000 common shares of the Buyer (“Shares”) at a deemed price of $0.85 per Share and $120,000 to be paid by way of wire (collectively, the “Purchase Price”).

• The Seller further confirms that all required fees to maintain the Acquired Assets in good standing, as applicable, have been paid within any stipulated deadlines, and all reasonably necessary steps to respond to office actions have been taken within any stipulated deadlines.

More Definitions of Acquired Assets

Acquired Assets means all of the assets, properties, rights, interests and goodwill of the Company of every kind and nature whatsoever, whether real, personal or mixed, tangible or intangible, wherever located, owned, used or held for use by the Company, including the following, but excluding the Excluded Assets:

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 is defined in Section 1.1(a).

Acquired Assets means all right, title and interest in and to all of the assets, properties, rights and business of every kind, nature and description, wherever located, whether real, personal, tangible or intangible, of the Seller existing as of the Closing Date relating to, or used or useful in the Business, excluding however all Excluded Assets, including without limitation:

Acquired Assets shall have the meaning given in Section 2.1.

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 has the meaning set forth in Section 1.1(a) of this Agreement.