Acquired Assets and Excluded Assets Clause Samples
Acquired Assets and Excluded Assets. Subject to the terms and conditions of this Agreement, and on the basis of the representations and warranties hereinafter set forth, at the Closing, Seller is transferring, conveying, assigning and delivering to Apple, and Apple is acquiring from Seller, all of the tangible and intangible assets used by the Seller in the Business (whether or not included below), including the following assets, properties and rights of Seller (collectively, the "Acquired Assets"):
(a) all inventories of finished products, work in process, raw materials, supplies and packing and shipping material (collectively, the "Inventory");
(b) all accounts receivable of the Seller immediately prior to the IPO Closing Date (the "Accounts Receivable"), except as described in Section 2.07;
(c) all tools, equipment, machinery, dies, furniture, fixtures, store equipment, service equipment, computer equipment and leasehold improvements (the "Fixed Assets");
(d) all contracts and agreements listed in Section 2.01 of the Disclosure Statement under the heading "Contracts" (the "Contracts");
Acquired Assets and Excluded Assets. (a) The term “Acquired Assets” means all the business, properties, assets, rights and claims of each Seller, of whatever kind and nature, personal (but not real), tangible or intangible, that are owned, leased or licensed by or on behalf of, such Seller on the Closing Date and used, held for use or intended to be used in, or arising from, the operation or conduct of the Business, except to the extent constituting Excluded Assets, including (to the extent not constituting an Excluded Asset):
Acquired Assets and Excluded Assets. (a) The term “Acquired Assets” means all the following assets of the Target as of the Closing:
Acquired Assets and Excluded Assets. (a) The term "Acquired Assets" means the Shares and all the assets, business, properties, production facilities (including real property, buildings, machines, technical equipment, tools and other appliances, furniture, fixtures and other equipment), contracts, claims and other rights of Sellers of whatever kind and nature, tangible or intangible, real or personal, existing or hereafter acquired, and wherever located, other than the Excluded Assets, that are owned, held or used by Sellers and that are used or held for use in connection with the Business, including all of Parent's and Sellers' right, title and interest in and to the following assets (all of which shall be deemed to constitute assets that are used or held for use in connection with the Business):
Acquired Assets and Excluded Assets. (a) The term "Acquired Assets" shall include:
Acquired Assets and Excluded Assets. (a) Except as set forth below or in Section 1.2(b), the term “Acquired Assets” shall mean all right, title and interest of Sellers as of the Effective Time in, to and under all of Sellers’ assets, privileges, claims, rights and properties of whatever kind or nature, real and personal, tangible and intangible, absolute or contingent, owned, held or leased by Sellers exclusively related to or primarily used in the operation of the Business, including, but not limited to, the following assets (even if they are not exclusively related to or primarily used in the Business):
Acquired Assets and Excluded Assets. (a) The term ------------------------------------ "Acquired Assets" means the properties, assets, goodwill and rights of whatever kind and nature, real or personal, tangible or intangible, of IHS existing on the Closing Date, other than the Excluded Assets, that are used, held for use, or intended to be used exclusively in, or that arise exclusively out of, the conduct of the Business, including:
Acquired Assets and Excluded Assets. (a) The term "ACQUIRED ASSETS" means all the right, title and interest of Seller and Seller Sub in all the business, properties, assets, goodwill and rights of Seller and Seller Sub of whatever kind and nature, real or personal, tangible or intangible, that are owned, controlled, leased or licensed by Seller or Seller Sub on the Closing Date and used, held for use or intended to be used primarily in the operation or conduct of the Business, other than the Excluded Assets, including:
Acquired Assets and Excluded Assets. (A) ACQUIRED ASSETS. The term "Acquired Assets" means all the --------------- --------------- business, properties, assets, goodwill and rights of Sellers of whatever kind and nature, real or personal, tangible or intangible, and wherever located, other than the Excluded Assets, primarily used or held for use in, or primarily relating to or arising out of the conduct of, the Energy Systems Business and the operation of the Premises, including all Intellectual Property and Technology of the Energy Systems Business, whether or not reflected on the books and records of the Sellers or the Schedules hereto, as they exist on the date hereof, with such changes, deletions or additions thereto as may occur from the date hereof to the Closing Date consistent with the terms and conditions of this Agreement, including subject to Section 2.2(b):
Acquired Assets and Excluded Assets. (a) The term "Acquired Assets" means all right, title and interest of each Seller on the Closing Date in the following assets and other rights (but only those Intellectual Property Rights as specifically listed below), except to the extent such assets or other rights constitute Excluded Assets: