Acquired Assets

Acquired Assets. The Properties and the Related Records of the Sellers.

Acquired Assets. All of the right, title and interest in the hereinafter described assets used or held for use in connection with the Business: (a) tangible property such as machinery, equipment, furniture, fixtures, vehicles, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, as listed in Schedule 11(a), (b) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, the rights... thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions as listed in Schedule (2)(g), (c) agreements, contracts, instruments, leases, subleases, commitments, other similar arrangements, and rights thereunder, as listed in Schedule (2)(h) and (2)(k), (d) accounts, notes, and other receivables, as listed in Schedule 11(e), (e) franchises, approvals, orders, registrations, certificates, variances, permits and licenses obtained from any Governmental Authority to the extent the same are transferable or assignable under Applicable Law, as listed in Schedule 11(f), (f) documents, correspondence, lists, (including lists of past, present and prospective customers), drawings and specifications, computer software, books, records and other printed or written materials as listed in Schedule 11(g), and (g) prepayments, advances and deposits related to the Business as listed in Schedule 11(h); (h) Real Property and Leased Real Property, (i) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (other than any such item relating to the payment of Taxes as described on Schedule 1(a)), and (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; and provided further that the Acquired Assets shall not include the Excluded Assets. View More

Acquired Assets. All right, title, and interest in and to the following assets of the Seller: (a) all the tangible personal property such as all CRT projector machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, tools, jigs, and dies used exclusively or primarily by the Seller in its CRT- based projector business including, but not limited to such personal property which is specifically enumerated on Schedule 1... attached hereto (b) Intellectual Property, (c) files, documents, correspondence, lists, plats, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials used exclusively in the Seller's CRT- based projector business, and (d) parts and service customer lists, history and contact information used exclusively in the Seller's CRT- based projector business; provided, however, anything to the contrary in the foregoing notwithstanding, 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, (ii) any of the rights of the Seller under this Agreement or (iii) any asset of the Seller primarily used in its other businesses, including any asset not specifically set forth above or that is specifically set forth on Schedule 2 attached hereto. View More

Acquired Assets. The assets set forth in Exhibit A attached hereto and any assets of a similar kind acquired by Seller for the Business after the date hereof and on or prior to the Closing Date and no other assets.

Acquired Assets. All right, title and interest in and to all of the following assets of the Seller: (a) the Acquired Inventory; (b) the Assigned Contracts; (c) the Transferred Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against past, present, and future infringements thereof, and rights to protection of past, present, and future interests therein under the laws of all jurisdictions relating to the... Acquired Assets; (d) the Transferred Intellectual Property Assets; (e) claims, deposits, prepaid items, including, without limitation, prepaid Taxes, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment relating to any of the Assigned Contracts; (f) to the extent assignable, franchises, approvals, Permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities relating to the Acquired Assets; (g) originals or copies of all books, records and ledgers relating to the Acquired Assets, including, without limitation, all clinical, non-clinical, safety and adverse event reporting data related to the Acquired Assets; (h) the Regulatory Filings; and (i) originals or copies of files, documents, correspondence, lists, creative materials, studies, reports, data, and other printed or written materials relating to the Acquired Assets. View More

Acquired Assets. All right, title and interest in and to all of the assets of Seller identified on Schedule 1 to this Agreement. Without limiting the foregoing, the Acquired Assets include (i) all of Seller's tangible and intangible assets that are currently located in Seller's Fairlawn, OH office, (ii) all personal computers and necessary personal equipment associated with any personnel located in Seller's Massachusetts office who are to be hired by Buyer whether as employee or contractor, (iii) the Contracts,... (iv) all software and other intangible products (including licensed products) and related documentation (including support and maintenance agreements) set forth on Schedule 1 to this Agreement, including the Owned Software, (v) all Intellectual Property related to the foregoing assets owned by or licensed to the Seller, (vi) the Accelent Assets and (vii) all of the Seller's books, records, manuals, documents, correspondence, files (electronic or otherwise), accounting records, contract performance information, sales and marketing materials, reports and data, sales guides and literature, pricing information, catalogues, brochures, glossies, contract forms, demonstration scripts, kits and remote demonstration assets, advertising layouts and other advertising and campaign materials, conference documents, professional services documents and software assets, training materials and assets and the like, each as they relate to the Acquired Assets, but in each case excluding the "Excluded Assets" as defined in Section 2(b) hereof View More

Acquired Assets. All right, title and interest in and to all of the assets of Seller solely related to Seller's business (the "Test Business") which include, but are not limited to, those identified on Schedule 1-A to this Agreement, and specifically do not include the Excluded Assets. The Acquired Assets include (i) all of Seller's equipment and other tangible assets related to the Test Business, including, any servers on which any source code relating to the Test Business resides, but excluding any leased... equipment that has not been fully paid prior to Closing; (ii) all of Seller's intangible assets related to the Test Business, including, without limitation, the intellectual property identified in Schedule 1-A (all such intangible assets shall hereinafter be collectively referred to as the "TQ Intellectual Property"); (iii) all personal computers and necessary personal equipment associated with Seller's personnel, but excluding any leased computer equipment that has not been fully paid prior to Closing; (iv) all rights under the Contracts; (v) all of Seller's rights, claims, prepays, credits, causes of action or rights of set-off against third parties relating solely to the Acquired Assets, including, without limitation, unliquidated rights under warranties; (vi) all permits, authorizations, consents and approvals of any Governmental or Regulatory Authority affecting or relating in any way to the Test Business to the extent that they are assignable; (vii) all books, records files and papers, whether in hard copy or electronic format, used for the Test Business, including, without limitation, engineering information, sales and promotional literature, sales and purchase correspondence relating to the Acquired Assets, manuals and data, lists of present, former and prospective suppliers or customers, business contacts, personnel and employment records; (viii) all third-party computer software programs (e.g. source code server), data and associated licenses used in connection with the Test Business to the extent such licenses are assignable; (ix) all goodwill associated with the Test Business or the Acquired Assets, together with the right to represent to third parties that Buyer is the successor to the Test Business; (x) all rights to bring and defend claims or causes of action related to any of the Acquired Assets; and (xi) all Accounts Receivable. View More

Acquired Assets. The assets (excluding the Acquired Stock) used in the Sellers' business of selling branded apparel products to retailers, which have been acquired by Supreme and certain other Borrowers and Guarantors pursuant to the Tropical Asset Purchase Agreement.

Acquired Assets. All right, title, and interest in and to all of the assets relating to the Business, except for Excluded Assets (as defined below), including all of its (a) removable tenant improvements, fixtures, and fittings thereon, (b) tangible personal property (such as computers, and software loaded thereon, machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, trade show displays, all production equipment,... tools, jigs, and dies, whether finished or not and whether on or off site), (c) intangible personal property including Intellectual Property, goodwill associated therewith, licenses and sublicenses to or from a Seller, 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) certain agreements, contracts, indentures, mortgages, instruments, Security Interests (as defined below), guaranties, other similar arrangements, and rights thereunder, which have been designated by Buyer, (e) deposits, prepayments, refunds, and rights of recovery, (f) approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (g) books, records, ledgers, files, documents, correspondence, lists, plats, product plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed, electronic or written materials, as it relates to customers, patents, trademarks, and tooling, (h) rights with respect to the intellectual property assignments in employee and consultant agreements, (i) customer and supplier lists, (j) all lawsuits, claims, complaints, demands, judgments, injunctions, orders and the like against Buyer or any other person, (k) any warranty claims in favor of Sellers related to the items above, and (l) the good will of the Business. View More

Acquired Assets. The "Assets" as defined in the Finley Acquisition Agreement