Acquired Assets

Acquired Assets. Means all right, title, and interest in and to all of the assets of the Seller, including all of its (a) real property, leaseholds and sub-leaseholds therein, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenants thereto (such as appurtenant rights in and to public streets), (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods,... furniture, automobiles, trucks, tractors, trailers, tools, jigs, and dies), (c) Intellectual Property, goodwill associated therewith, licenses and sub-licenses granted and obtained 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, indentures, mortgages, instruments, Security Interests, guaranties, other similar arrangements, and rights thereunder, (f) accounts, notes, and other receivables, (g) securities (such as the capital stock in its Subsidiaries), (h) claims, deposits, prepayments, refunds, causes of action, choices in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes), (i) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (j) books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, (k) Cash, and (l) rights in and with respect to the assets associated with its Employee Benefit Plans, if any; 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 on the one hand and the Buyer on the other hand entered into on or after the date of this Agreement). View More

Acquired Assets. Means all right, title, and interest in and to all of the assets of the Seller, including all of its: (a) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, trucks, tractors, trailers, other vehicles (excluding leased vehicles), tools, jigs, and dies); (b) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with... respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; (c) agreements, contracts, Security Interests, guarantees, other similar arrangements, other than insurance policies, and rights thereunder; (d) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies; (e) books, records, ledgers, files, documents, correspondence, lists, studies, reports, and other printed or written materials; (f) prepaid expenses; and (g) all accounts, deposits and prepayments, receivables and Cash relating to contracts assigned to Buyer and for work not performed prior to the Closing; provided, however, that the Acquired Assets shall not include and the Seller shall retain: (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; (ii) any of the rights of the Seller under this Agreement; (iii) Cash earned for work performed prior to the Closing; (iv) the acknowledgement of indebtedness agreements issued by TWS do Brasil Ltda. in favor of the Seller in the aggregate principal amount of 2,164,000 Brazilian Reais (the "TWS Brasil Note"); (v) accounts, notes and other receivables for work performed prior to the Closing (but excluding the TWS Brasil Note and subtracting from those amounts the principal balance of the TWS Brasil Note, if the balance is included in such amounts); (vi) deposits, other than advances for work not performed prior to the Closing; (vii) insurance policies, claims or proceeds; (viii) income tax refunds or claims; (ix) checkbooks, tax returns, or bank accounts; (x) accounts receivable due from employees; (xi) the name "TWS International, Inc"; and (xii) all capital stock in subsidiaries and Affiliates owned by the Seller. View More

Acquired Assets. Shall mean the assets used in, or held for use in, the Business, excluding Cash (except that cash deposits and pre-pays from customers for work yet to be done post-Closing by Newco will be a transferred Acquired Asset), including all of the following: TANGIBLE ASSETS. All of the tangible assets (the "Tangible Assets"), as described in Exhibit A. INVENTORY. All of the inventories and supplies of the Business as of the Closing Date (the "Inventory"). ACCOUNTS RECEIVABLE. All... accounts receivable of as of the Closing Date (the "Accounts Receivable"). CONTRACTS. All of the rights in, to and under any and all contracts of the Business (the "Assumed Contracts"). To the extent that any Contracts are not assignable as provided in this Agreement without the consent of another party, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Seller agrees to obtain the consent, in form and substance reasonably satisfactory to Buyer, of such other party to the assignment of any such Assumed Contract to the Business, as owned by Buyer, in all cases in which such consent is or may be required for such assignment. INTELLECTUAL PROPERTY. All rights in and to all Intellectual Property as defined below. MISCELLANEOUS. Any and all approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from governments and governmental agencies related to the Business. Any books and records relating to the Business, the Acquired Assets or Assumed Liabilities. View More

Acquired Assets. Means all of the right, title, and interest that the Seller possesses and has the right to transfer in and to certain of its assets, as more specifically set forth on Schedule 1A attached hereto.

Acquired Assets. Means all right, title and interest in and to all of the assets of the Sellers existing as of the Closing Date constituting, primarily used for or related to the Technology, including but not limited to: (a) the Patents, Patent Applications, continuations, continuations in part, divisionals, reissues and reexaminations related thereto and all improvements thereon; (b) all Intellectual Property; (c) all regulatory filings, preclinical and... clinical data, and manufacturing information relating to the Technology made by Sellers and/or any of its Affiliates, including but not limited to Ardent Pharmaceuticals, Inc., or that otherwise are or could be in Sellers' possession or control; (d) all drug substance owned or controlled by Sellers; (e) any designs, prototypes or models for the Technology owned or controlled by Sellers; (f) all contracts and other legal privileges relating to the Technology; and (g) any other asset needed to make, have made, use, lease and/or sell products incorporating the Technology. 2 Notwithstanding the foregoing, under no circumstances shall the Acquired Assets include any Excluded Assets. View More

Acquired Assets. Means the assets listed on Exhibit A hereto.

Acquired Assets. Means collectively, the Trans-Pacific Cable Assets, the PGE Japan, Ltd. Assets and PGE Japan Backhaul, Inc. Assets.

Acquired Assets. Means all right, title, and interest in and to all of the assets of the Seller that are utilized in the Business, including, without limitation, those assets identified on Exhibit A. Acquired Assets shall include: (a) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, automobiles, trucks, tractors, trailers, and tooling); (U) Intellectual Property; (c) approvals,... permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from government and governmental agencies directly related to the Business; and, (d) books, records, and ledgers (other than financial documents of which copies shall be provided to Buyer), files, documents, correspondence, lists, marketing and customer data, supplier data, architectural and engineering plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials directly related to the Business; provided, however, that notwithstanding anything also herein to the contrary, "Acquired Assets" does not mean, and there shall be specifically excluded therefrom, the "Excluded Inventory." View More

Acquired Assets. Means all right, title, and interest in and to (i) all of the assets of the Sellers, other than the Excluded Assets (defined below), including Sellers' (a) real property, leaseholds and sublease holds therein, improvements, fixtures, and fittings thereon, and easements, rights-of-way, and other rights appurtenant thereto (such as appurtenant rights in and to public streets), (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and... purchased parts, goods in process and finished goods, furniture, automobiles, trucks, tractors, trailers, tools, jigs and dies), (c) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained 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, indentures, mortgages, instruments, guaranties, other similar arrangements, and rights thereunder, (f) accounts, notes, and other receivables, (g) the capital stock of Easy Gardener UK Ltd., a company organized under the laws of England and wholly-owned subsidiary of Easy Gardener ("Easy Gardener UK"), and of Weatherly Consumer Products Group, Inc., a Delaware corporation and wholly-owned subsidiary of Easy Gardener ("Weatherly Group"), which corporation has as its wholly-owned subsidiary Weatherly Consumer Products, Inc., a Delaware corporation ("Weatherly Sub") (each of Weatherly Group and Weatherly Sub is sometimes referred to herein as an "Acquired Subsidiary" and collectively as the "Acquired Subsidiaries"), (h) claims, deposits, prepayments, refunds, causes of action, causes in action, rights of recovery, rights of set off, and rights of recoupment (excluding any such item relating to the payment of Taxes), (i) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and A-1 governmental agencies, (j) 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 which are not included in the Excluded Assets and (k) Cash; (ii) the 251,981 Trust Preferred Securities owned by Parent and all of the Trust Common Securities of U.S. Home and Garden Trust I, a Delaware business trust and wholly-owned subsidiary of Parent ("Trust"), and (iii) the accounts receivable of Weed Wizard. View More

Acquired Assets. Has the meaning set forth in (S) 2.1.