Acquired Assets Clause Samples

Acquired Assets. Subject to the terms and conditions herein contained, Innovisit hereby sells, assigns, transfers, conveys and delivers to Lattice, and Lattice shall purchase, acquire and accept, free and clear of any Lien, claim, or encumbrance of whatever kind or character, the following assets and rights used in connection with its business but is not acquiring the Excluded Assets: (a) The equipment, furniture, supplies, computer hardware and other tangible personal property of Innovisit (the “Personal Property”) described on Schedule 1.3 (a) attached hereto. (b) The work-in-process and other inventory of Innovisit listed on Schedule 1.3(b) to be attached hereto by Sellers (the “Inventory”). (c) To the extent transferable and assignable under applicable law, and except for any Excluded Assets, all franchises, licenses, permits, consents authorizations, approvals, and certificates of any regulatory, administrative or other government agency or body relating to the Acquired Assets (the “Permits”) listed on Schedule 1.3(c) attached hereto; (d) The Intellectual Property (as defined herein) of Innovisit listed on Schedule 1.3(d) attached hereto; (e) The claims and rights under the contracts, agreements, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders ( the “Pending Sales Orders”), engagement letters, executory commitments, instruments, guaranties, indemnifications, arrangements, and understandings of Innovisit, whether oral or written, to which Innovisit is a party (whether or not legally bound thereby) (the “Contracts”), listed on Schedule 1.3 (e). (f) All causes of action, judgments and claims or demands against others of whatever kind or description except such causes of actions, judgments, claims or demands attributable to the Excluded Assets; (g) All books of account, records, customer lists, vendor lists, files, papers, records, promotional marketing and advertising materials, catalogs, brochures, forms, plans, manuals and handbooks relating to the conduct of the Business or otherwise relating to the conduct of the Business or otherwise relating to the Acquired Assets or usable in connection with the Business; (h) All goodwill (excluding any unamortized goodwill reflected on the financial statements of Innovisit); and (i) All of Innovisit's telephone numbers, including, without limitation, all local and toll free telephone numbers.

Acquired Assets. The “Acquired Assets” means all assets, properties and Intellectual Property Rights of Seller other than the Excluded Assets, including, without limitation, all assets used by Seller in or for its Business, wherever located and whether or not reflected on Seller’s books and records, including, but not limited to, the following assets:

Acquired Assets. On the terms and subject to the conditions contained herein, at the Closing, but effective as of the Effective Time, except for the Excluded Assets, Seller will sell, assign, transfer and deliver to Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all of the assets, properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct of the Business, wherever located, whether tangible or intangible, real or personal, free and clear of all Liens other than Permitted Liens (collectively, the “Acquired Assets”), including, without limitation, the following: (a) all rights of Seller with respect to the accounts maintained to collect and remit education-related payments on behalf of the customers of the Business (the “Accounts”); (b) all machinery, equipment, furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (f) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”); (g) to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents cre...

Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing referred to in Section 3 hereof, the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of, free and clear of all Encumbrances, all of Seller’s right, title and interest in all of the assets (other than the Excluded Assets specified in Section 1.2) of the Seller used in or related to the Business (all of which assets are hereinafter referred to collectively as the “Acquired Assets”), including without limitation the following assets: a) all products marketed, licensed, developed or sold by the Seller, including, without limitation, those set forth on Schedule 1.1(a) (the “Products”); b) all trademarks, service marks, trade names, business and doing business names, slogans, logos, trade dress, internet domain names and other similar designations of source or origin, together with all goodwill, registrations and applications related to the foregoing; all mask works rights and trade secrets and other confidential information, technology, know-how, proprietary processes, products, formulae, algorithms, models, and methodologies; all patents, technical information, engineering and technical data, unpatented inventions, discoveries, research and development data, designs, techniques, drawings, plans and specifications, utility, models, test procedures and industrial design registrations or applications (including without limitation any continuations, divisionals, continuations-in-part, provisionals, renewals, reissues, re-examinations and applications for any of the foregoing); all copyrights and copyrightable subject matter (including without limitation any registration and applications for any of the foregoing); and Software as developed or currently being developed (collectively, the “Intellectual Property”), in each case in which the Seller has a proprietary interest, whether such Intellectual Property is owned or licensed (as licensor or licensee) by the Seller, including, without limitation, the Intellectual Property listed on Schedule 1.1(b); A/72217637.12 c) all relationships or arrangements of the Seller with its customers for the provision of products (including, without limitation, the Products) or services, all customer and supplier lists and information, including contact persons and contact information, and all records and databases relating to the Seller’s customers; d) the subscriptions,...

Acquired Assets. On the terms and subject to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellers: (a) all right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and to the following: (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation...

Acquired Assets. On the terms and subject to the conditions of this Agreement, at the Closing, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will purchase, assume and acquire from Seller, free and clear of all Encumbrances except for Permitted Encumbrances, all of Seller’s right, title and interest in and to the assets used by Seller to carry out its VA Distribution Business in the Transferred Territory as of the Effective Time, except for the assets expressly excluded below or excluded in Section 2.2, including the assets more specifically described below and added after the date hereof pursuant to Section 2.6 (collectively, the “Acquired Assets”): (a) the real property described on Schedule 2.1(a) (including the control buildings and the other buildings and related improvements located thereon) (collectively, the “Owned Real Property”); (b) all of Seller’s Easements in the Transferred Territory that are primarily related to the VA Distribution Business, including the easements listed on Schedule 2.1(b) (including the control buildings and the other buildings and related improvements located thereon) (collectively, the “Transferred Easements”); (c) all of the substations, control buildings, service centers and other buildings, fixtures and improvements located on the Owned Real Property or a Transferred Easement, unless such substation, building, fixture or improvement is (i) used in both Seller’s VA Distribution Business and Seller’s transmission business (a “Shared Location”) and (ii) included on Schedule 2.2(a); Schedule 2.1(c)(1) lists all of the service centers and substations in the Transferred Territory, whether located on Owned Real Property or a Transferred Easement, that are used only in the VA Distribution Business; Schedule 2.1(c)(2) lists all of the Shared Locations in the Transferred Territory; (d) the Distribution Facilities; (e) Buyer’s Shared Equipment; (f) all Inventories, but excluding those Inventories not located at a facility listed on Schedule 2.1(c)(1) or 2.1(c)(2) or deemed to be included as an Acquired Asset pursuant to Section 2.6(c) hereof; (g) except for the Excluded Tangible Personal Property, all other machinery (mobile or otherwise), equipment (including computer and office equipment), tools, furniture and furnishings and other personal property that, in each case, are not classified as inventory under GAAP and that are owned by Seller and used or held for use by Seller primarily in the VA Distribution Business ...

Acquired Assets. In accordance with the terms and conditions of this Agreement, Seller shall sell, transfer, convey and assign to Buyer and Buyer shall purchase, acquire and accept on the Closing Date, as hereinafter set forth, all of Seller's right, title and interest in and to the Acquired Assets, free and clear of all Encumbrances (as defined below). For convenience, the business conducted by Seller with respect to the Acquired Assets is sometimes referred to as the “Acquired Business.”

Acquired Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller shall, and shall cause the applicable Selling Subsidiaries to, Transfer to Purchaser, and Purchaser shall purchase from Seller and the applicable Selling Subsidiaries, free and clear of any Liens other than Permitted Liens, all right, title and interest of Seller and such Selling Subsidiaries in and to all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Crimson Business (collectively, the “Acquired Assets”) including, without limitation, the following: (a) all Acquired Inventory; (b) all Acquired A/R; (c) all Acquired Contracts; (d) all Acquired IP; (e) all Acquired Books and Records; (f) all Acquired Permits; (g) all of the equity ownership interests, and appurtenant rights, in the Joint Venture owned by Seller; (h) all customer and supplier lists pertaining to the Crimson Business, including those set forth on Schedule 2.1(h); (i) all prepaid expenses, credits, deposits (other than customer deposits) and advance payments to the extent related to the Crimson Business, including those set forth on Schedule 2.1(i); (j) all furniture, fixtures, equipment (including office, computer and telephone equipment), machinery, tools, dies, molds and all other tangible personal property located at any Leased Real Property, at the facility of any Selling Company or any Affiliate of a Selling Company, or at any vendor, in each case that are owned by a Selling Company and that are used or held for use in the Crimson Business, including, without limitation, such assets set forth on Schedule 2.1(j); (k) all trucks, tractors, trailers, railcars or other vehicles that are owned by the Selling Companies and used in the Crimson Business, including, without limitation, such assets listed on Schedule 2.1(k); (l) all catalogs, sales promotion literature and advertising materials relating to the Crimson Business; provided, however, that Seller should be entitled to retain copies of any such materials that also relate to the Excluded Assets or any businesses of Selling Companies or their Affiliates other than the Crimson Business; (m) all of the Selling Companies and their respective Affiliates’ goodwill related to the Crimson Business;...

Acquired Assets. At the Closing, on the terms and subject to the conditions of this Agreement, and on the basis of the representations, warranties, covenants, and agreements herein contained, Seller hereby agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer hereby agrees to purchase, accept, and take from Seller, all of the Acquired Assets, free and clear of any Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances).