Assets

Assets. All of the rights and assets of Seller, whether real, personal, tangible, or intangible, which are used or usable in, or relate to, the ownership or operation of the Franchised Businesses (other than the Excluded Assets, as defined in Section 1.3 below), without regard to whether reflected on Seller's financial statements or books, including but not limited to the following: 1.2.1 All leasehold improvements, furnishings, fixtures, equipment, signs, and other personal property... used in the Franchised Businesses, except as specifically excluded by agreement of the parties; 1.2.2 Subject to Section 7.8 below, the rights of Seller under the leases of real property listed in Schedule 1.2.2 to this Agreement (the "Leases"); 1.2.3 As provided in Section 5.9 below, and subject to the Closing adjustments provided therein, course materials, promotional materials, books, manuals, workbooks, practice tests, diagnostic tests, and other inventory and supplies on hand in or en route to the Franchised Businesses as of the Closing Date; 4 4 1.2.4 All deposits received by Seller and all accounts receivable for course purchases, tutoring service packages, and any other products or services of the Franchised Businesses that have not yet started as of the Closing Date, provided that, Seller shall receive credit as provided in Section 5.9.2 for "basket of goods" items delivered to students who have paid deposits for course purchases (not tutoring packages) that have not yet started as of the Closing Date; 1.2.5 The right to a portion of Total Course Revenues and Tutoring Revenues, as defined in and calculated under Sections 5.2 and 5.3 below; 1.2.6 Seller's rights in and to all telephone numbers, telephone directory advertising, web sites, domain names, and e-mail addresses for the Franchised Businesses; 1.2.7 All franchise rights, patents, copyrights, trade secrets, and intellectual property rights of Seller associated with the Franchised Businesses; 1.2.8 All goodwill of Seller associated with the Franchised Businesses; 1.2.9 The rights of Seller under: (i) the written contracts specifically identified in Schedule 1.2.9; (ii) any other contracts related to the Franchised Businesses that (a) are cancellable without liability to Buyer within 12 months after the Closing, and (b) involve less than $1,500.00 in obligations individually and less than $25,000 in the aggregate (together, clause (i) and (ii) constitute the "Assumed Contracts"), and (iii) any assignable permits and business licenses relating to the ownership and operation of the Franchised Businesses (the "Assignable Permits"); 1.2.10 All papers and records (excluding Seller's minute books, books of account and tax records) pertaining to and necessary for the continued operation of the Franchised Businesses, including but not limited to student information, prospect information, and the personnel records (including payroll records) concerning each employee of Seller who will become employed by Buyer after the Closing. View More

Assets. Ss. 1.5(a)

Assets. 1.5(a)

Assets. Means all the undertakings, property, assets, rights and revenues of the Charging Company whatsoever, present or future, wherever situated in the world and includes each or any of them;

Assets. Shall mean any tangible property, equipment, inventory, receivables, owned, used or held for use by Seller (including equipment, furniture, computers and computer supplies, servers, machinery, office materials and supplies and inventories -3- of any kind or nature), for the operation and/or the management of the Purchased Business but other than the Excluded Assets.

Assets. The term "Assets" shall mean and refer to all of the assets, privileges, contracts, licenses, permits, franchises, authorizations, rights, interests, claims and other properties, real and personal, tangible and intangible, of every type and description which are owned, leased, held for use or used in such Party's Cable Business. Assets shall include Tangible Personal Property, Owned Property, Leased Property, Other Real Property Interests, Systems Franchises, Systems Licenses, Systems... Contracts, Books and Records and Other Intangibles. Reference to PARTY A Assets shall be deemed to refer to the Assets of PARTY A, and reference to PARTY B Assets shall be deemed to refer to the Assets of PARTY B. View More

Assets. Shall have the meaning assigned to such term in ------ Section 3 of the Agreement.

Assets. The assets used in the operation of the Business which are described as follows (collectively, the "Assets"): (i) the equipment, cubicles, office supplies, furniture and fixtures used or usable in the operation of the Business described in Schedule 2(a)(i); (ii) the marketing and sales data and related information, telephone numbers, payment history, order history and credit history with respect to... Established Customers (as defined in Section "7") (the "Customer Records"), credit files, personnel records for employees listed on Schedule 8(k), the list of Established Customers, technical reports and electronic data files used in the operation of the Business; (iii) the contracts, Work in Process (as defined in Section "4"), licenses, equipment leases and agreements associated with the operation of the Business described in Schedule 2(a)(iii) (collectively, the "Contracts"); and (iv) the goodwill associated with the operation of the Business. View More

Assets. Shall mean all assets conveyed to Customer in the Transaction pursuant to the Purchase Agreement.

Assets. Means all of the assets, properties and rights of every kind and description, real and personal, tangible and intangible (including goodwill), wherever situated and whether or not reflected in the most recent Financial Statements, that are owned or possessed by a Selling Entity and relate primarily to the Business.