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 means all
of the right, title, and interest in and to all of the assets
of that LifeLine possesses and has the
Seller, right to transfer, including all of
its LifeLine's (a) real property, leaseholds and
sub-leaseholds subleaseholds 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, Property (as defined in Section 2(k) above), Databases (as defined in Section 2(dd) above), goodwill associated therewith, licenses and sub-licenses 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, Security Interests, guaranties, other similar arrangements, and rights thereunder, (f) accounts, notes, and other receivables, 22 24 (g) securities (such as the capital stock in its Subsidiaries), securities, (h) claims, deposits, prepayments, refunds, causes of action, choices choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes), 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, materials and (k) Cash, and (l) rights in and with respect to the assets associated with its Employee Benefit Plans, if any; all Cash; provided, however, that the Acquired Assets shall not include (i) (x) 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 LifeLine as a corporation or (ii) (y) any of the rights of the Seller LifeLine under this Agreement (or under any side agreement between the Seller LifeLine on the one hand and the Buyer MDSI on the other hand entered into on or after the date of this Agreement).
View More
Acquired Assets.
Means means all
of the right, title, and interest
that Spot Us Technologies possesses and has the right to transfer in and to all of
the assets of the Seller, its assets, including all of its (a) real property, leaseholds and
sub-leaseholds subleaseholds 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, intellectual property, goodwill associated therewith, licenses and sub-licenses 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, 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 choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes), 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, Cash up to an amount equal to the Spot Us Technologies's good faith estimate of the aggregate liability of Spot Us Technologies and its Subsidiaries for unpaid taxes as of the Closing (computed in accordance with the past custom and practice of Spot Us Technologies and its Subsidiaries in filing their tax returns), and (l) rights in and with respect to the assets associated with its Employee Benefit Plans, if any; Plans; 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 Spot Us Technologies as a corporation corporation, (ii) any Cash in excess of the amount referred to in clause (k) of this definition, or (ii) (iii) any of the rights of the Seller Spot Us Technologies under this Agreement (or under any side agreement between the Seller Spot Us on the one hand and the Buyer Treasury on the other hand entered into on or after the date of this Agreement).
View More
Acquired Assets.
Means means all right, title, and interest in and to all of the assets of the
Seller, Target, including
without limitation, those assets set forth on Schedule 1 or otherwise wherever located, whether known or unknown, and whether or not on the books and records of the Target, including without limitation all of its (a) real property, leaseholds and
sub-leaseholds subleaseholds 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, computers and peripherals, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process furniture and finished goods, furniture, automobiles, trucks, tractors, trailers, tools, jigs, and dies), automobiles), (c) Intellectual Property, goodwill associated therewith, licenses and sub-licenses 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, 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), securities, (h) claims, deposits, prepayments, refunds, causes of action, choices choses 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, and (k) Cash, and (l) rights in and with respect to the assets associated with its Employee Benefit Plans, if any; Cash; 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 Target as a corporation or (ii) any of the rights of the Seller Target under this Agreement (or under any side agreement between the Seller Target on the one hand and the Buyer on the other hand entered into on or after the date of this Agreement). 1
View More
Acquired Assets.
Means means all
of the right, title, and interest
that Company possesses and has the right to transfer in and to
the following assets: all of
the assets of the Seller, including all of its Company's (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, tools), (b) intellectual property, goodwill associated therewith, Internet domain name registrations, licenses and sub-licenses 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) (c) leases, subleases, and rights thereunder, (e) (d) 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) (e) 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, taxes), (f) permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (j) (g) 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) (h) rights in and with respect to the assets associated with its Employee Benefit Plans, if any; Plans; 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 Company as a corporation corporation, or (ii) any of the rights of the Seller Company under this Agreement (or under any written side agreement between the Seller Company on the one hand and the Buyer and/or Nova on the other hand entered into on or after the date of this Agreement).
View More
Acquired Assets.
Means means all right, title, and interest in and to all of the assets of the Seller, including
without limitation all of
its 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 as, but not limited to, 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), dies); (b) all rights in the names "Hunter Associates Laboratory, Inc.," "HunterLab," and any other variants of the same heretofore used by the Seller, and any goodwill associated therewith; (c) Intellectual Property, goodwill associated therewith, licenses and sub-licenses 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, jurisdictions; (d) leases, subleases, and rights thereunder, unless explicitly identified as Excluded Assets; (e) agreements, contracts, indentures, mortgages, instruments, Security Interests, guaranties, other similar arrangements, and rights thereunder, thereunder; (f) accounts, notes, and other receivables, receivables; (g) securities (such as the capital stock in its Subsidiaries), (h) claims, deposits, prepayments, refunds, causes of action, choices choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes), (i) recoupment; (h) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (j) to the extent that such rights are transferable; (i) 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 materials to the assets associated with its Employee Benefit Plans, if any; extent that such documents relate to the Acquired Assets or the Assumed Liabilities; and (j) Cash, except as set forth in Excluded Assets; provided, however, that the Acquired Assets shall not include (i) the corporate charter, qualifications to conduct business any asset explicitly identified 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 an "Excluded Asset," 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). defined herein.
View More
