Assets

Assets. Means, collectively, all of Seller's tangible and intangible assets, rights, interests and properties, to the extent used by Seller in and material to the conduct of the Business, as conducted on the Closing Date, other than the Excluded Assets. The following constitutes all of the Assets: (a) the Business as a going concern and the goodwill pertaining thereto; (b) all of Seller's rights under permits, licenses and authorizations that relate solely to the operation of the Business and which are... listed on Schedule 1.1(b) in each case to the extent that such transfer is permitted by law, but not including any Medicare or Medicaid provider numbers (collectively, the "Instromedix Licenses"); (c) all Receivables; (d) (i) all patents, copyrights, service marks, service names, trademarks, trade names, domain names, logos and brand names used by Seller exclusively in the conduct of the Business and listed on Schedule 1.1(d) (the "Listed Intellectual Property") and (ii) all Other Intellectual Property (collectively, the "Instromedix Intellectual Property"); (e) all of Seller's rights under manufacturers' and vendors' warranties and other rights, claims and causes of action that Seller may have against third parties, in each case relating exclusively to the Business; (f) all books and records of Seller relating exclusively to the operation of the Business, including transaction records, customer lists, supplier lists, technical information, engineering data and documentation relating to quality control and assurance procedures; (g) all equipment, machinery, tools, supplies, furniture and other tangible personal property used by Seller exclusively in the operation of the Business and identified on Schedule 1.1(g); (h) Seller's leasehold interest under that certain agreement of lease between Conrid W. Metcalfe and Instromedix, Inc. dated May 8, 1997 (as assigned to Seller by merger of Instromedix, Inc. and Seller) (the "Telelab Lease") and all tangible assets and fixtures (including Products and devices owned by Seller and used by Telelab customers) and leasehold improvements located in the premises demised under the Telelab Lease, as described in Annex 1 to Schedule 1.1(g); (i) all rights of Seller under the agreements relating to the operation of the Business identified on Schedule 1.1(i) (which Schedule includes all Material Agreements) and such other agreements of Seller relating solely to the operation of the Business which do not constitute material agreements; (j) all unfilled purchase orders for Products; and (k) all items of Inventory as such items exist on the Transfer Date. All of the Assets described in clauses (a) through (j) of this definition, as the same may exist on the Closing Date, are referred to collectively as the "Closing Date Assets" and all of the Assets described in subsection (k) of this definition, as the same may exist on the Transfer Date, are referred to as the "Transfer Date Assets." View More

Assets. Means all of Target's right, title and interest in and to properties, assets and rights of any kind, whether tangible or intangible, real or personal, owned by Target (the "ASSETS").

Assets. Shall mean the NNBR Assets as defined in Schedule 6.1.4, the SKF Assets as defined in Schedule 6.2.4, or the FAG Assets as defined in Schedule 6.3.4, as applicable.

Assets. Shall have the meaning given to such term in the MPC Asset Purchase Agreement.

Assets. Means: (a) The tangible and intangible assets set forth on Schedule 1 attached hereto; (b) All of the Intellectual Property Rights (as defined below) owned and used by Seller in the ViaSeal Access Control Business as such business was conducted by Seller prior to the Effective Date (the "ViaSeal Intellectual Property Rights"); and (c) All goodwill associated with the foregoing assets.

Assets. Fixed Assets, Inventory, Cash, Insurance Proceeds, and the Real Property.

Assets. Shall mean all of the properties and assets (other than the Excluded Assets) of every kind and nature, real, personal or mixed, tangible or intangible, wherever located, owned by the Falcon, and associated with, necessary or desirable for the operation of the Business.

Assets. Has the meaning ascribed to such term in the Purchase Agreement.

Assets. Shall mean those assets listed on Schedule A attached hereto.

Assets. Shall mean all of the then existing Inventory, Loans, Furniture, Fixtures and Equipment, Earned Pawn Service Charges, Intellectual Property and Owned Real Estate of Seller as of the date of the Cash Closing.