Acquired Assets

Acquired Assets. Means all right, title and interest in and to the assets listed on Exhibit A.

Acquired Assets. Means all of the assets of Seller, other than the Excluded Assets, INCLUDING all of Seller's (a) Owned Real Property and Leased Real Property, (b) tangible personal property (such as machinery, equipment, inventory, furniture, automobiles, trucks, tractors, trailers and tools), (c) to the extent transferable by Seller, Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto (including any trade names... or other intellectual property not owned by Seller but used or useful in the Business), 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, Liens, guaranties, other similar arrangements, and rights thereunder, (f) notes, (g) securities (excluding the capital stock in Fair Grounds Corporation), (h) Cash (subject to ss.2(d) and ss.6(i)), (i) Claims, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment relating to any Acquired Asset, Assumed Contract or Assumed Liability; (j) accounts receivable and the proceeds thereof, (k) to the extent transferable by Seller, all franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, (l) to the extent transferable by Seller, any and all product service records, equipment and parts lists, operating records, operating manuals, safety manuals and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, architectural plans and drawings, engineering drawings, plats, environmental compliance and regulatory information, creative materials, advertising and promotional materials, studies and reports; (m) any and all prepaid expenses, retainers, customer advances and deposits and security deposits of Seller relating to the Business and claims for refunds and rights to offset in respect thereof, (n) Seller's telephone and telecopy numbers, websites, email addresses and post office boxes, (o) all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities prior to the Closing, (p) any and all goodwill associated with the Business, (q) any and all business plans and projections, records of sales, customer lists, supplier lists and vendor lists, used in (or for the benefit of) the Business, and (r) at Buyer's expense, copies of any and all employee records, accounting records, accounts, files, correspondence, credit and sales records, billing records, customer correspondence relating to the Business, all regulatory filings with the Louisiana State Racing Commission and/or Louisiana Gaming Control Board (but excluding personal history and personal financial questionnaires filed by Seller's officers, directors and shareholders) and other books and records provided or utilized by Seller in connection with the operation of the Business. View More

Acquired Assets. Shall be all of the assets owned by Target and used in operating and conducting the Business, including those assets listed on Schedule 1 hereto. The Acquired Assets shall not include the Excluded Assets.

Acquired Assets. Shall mean all of the assets of Seller as of the Purchase Date, which include, without limitation, the following, other than the Excluded Assets: (i) all office equipment, computer equipment, signage, supplies and furniture and fixtures; (ii) all accounts receivable, the "Purchased Receivables", shall include, but not be limited to all work in progress or completed by Seller but not yet billed to the customer; (iii) to the extent... transferable, all intellectual property and related assets, including, without limitation, software owned or licensed, programs, domain names, trademarks, trade names, including its corporate name, manuals, product brochures, business methods and business procedures, inventions, patent applications, patents, trademark registrations and applications, copyrights, know-how, formulae and trade secrets; (iv) customer and supplier lists, including contact information for all consultants used in the last two years; (v) all of Seller's rights under the "Assumed Contracts", as defined herein, including all contracts wherein Seller has agreed to provide services or goods to any third party or under which any third party provides products or services to Seller, including the 3 leases of equipment and offices in Bridgewater, New Jersey, all described in Exhibit A, but no other leases; (vi) all deposits or other cash received by Seller in connection with the "Assumed Contracts", and; (vii) all of the machinery, equipment, furniture, fixtures and improvements, spare parts, supplies and motor vehicles used by the Seller in connection with the operation of its business and located on the Business Space or elsewhere on the Purchase Date and all of the replacement parts for any of the foregoing, in which the Seller has on the Purchase Date any right, title or interest, together with any rights of the Seller to the warranties and licenses, if any, received from manufacturers and sellers of the aforesaid items and any related claims, credits and rights of recovery with respect to such machinery and equipment; and, (viii) all cash, including deposits, advances or other cash received in connection with work not yet completed under the Assumed Contracts. View More

Acquired Assets. Shall have the meaning specified in paragraph 2.

Acquired Assets. Means all of the Assets exclusively related to the Business including the Assets listed on Schedule 1 and excluding, for the avoidance of doubt, the Assets listed on Schedule 2.

Acquired Assets. Means all right, title, and interest in and to all of the assets relating to the Business including but not limited to those assets set forth on Schedule A attached hereto.

Acquired Assets. Means all right, title, and interest in and to the assets of the Seller set forth in Exhibit A attached hereto Relating to CR, including all of the following relating thereto (a) Leased Real Property, (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, work in process and finished goods, furniture, and vehicles), (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) Assumed Contracts, (e) accounts, notes, and other receivables, (f) 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), (g) franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, to the extent the same are assignable, (h) books, records, ledgers, files, source documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, (i) all computer software (including source code, executable code, databases and related documentation), to the extent the same are assignable, (j) the document management system and software used in the CR business commonly referred to as the "PDS" system, including the source codes relating thereto, and (k) the good will and going concern value of CR; provided, however, that the Acquired Assets shall not include cash, and shall not include claims of Seller, if any, against Arthur G. Lundeen which arise prior to the Closing and do not involve an act or omission of Arthur G. Lundeen that results in damage, loss or expense to Buyer or the Acquired Assets with respect to which Seller does not provide full indemnity to Buyer under this Agreement, and provided further, that nothing listed herein which is an executory contract or unexpired lease within the meaning of Section 365 of the Bankruptcy Code shall be an Acquired Asset unless expressly assumed by Seller and assigned to Buyer pursuant to the Executory Contract Assumption and Assignment Order. View More

Acquired Assets. Means all of the right, title, and interest that the Corporation possess in those assets identified on Schedule A hereto, which, by virtue of the acquisition of the stock of the Corporation, will be acquired indirectly by the Buyer.

Acquired Assets. Means all of the assets used or useful at the Facility and in the operation of the Business as was conducted by Seller on a pre-Petition basis, including, without limitation: [A] the Real Property; [B] the ... Equipment; [C] all of Seller's other tangible personal property located at the Facility or on the Real Property (including, without limitation, the master seed stock for Nicotiana benthamiana and Nicotiana excelsiana ), except the Excluded Assets; [D] the Intellectual Property Rights, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions; [E] franchises, approvals, permits, licenses, orders, registrations, certificates, variances, and similar rights obtained from governments and governmental agencies, to the extent transferable under applicable Legal Requirements; [F] any and all supplier lists, product service records, equipment and parts lists, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, engineering drawings, procedures and similar items of Seller relating specifically to the Acquired Assets, including customer lists, and other customer correspondence relating to the Business, any environmental compliance and regulatory information, all regulatory filings and other books and records provided or utilized by Seller in connection with the operation of the Business; including files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, to the extent available to Seller; [G] any employee records relating to those individuals Buyer intends to employ as of the Closing; [H] any and all prepaid expenses and customer advances or deposits relating to the Business; [I] Seller's Owensboro telephone and telecopy numbers; [J] all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets prior to the Closing; and View More