Common use of Assets Purchased Clause in Contracts

Assets Purchased. Upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase, and Seller shall sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 9 hereof), all of the following tangible and intangible assets, properties, licenses, and rights (collectively the "Assets"), free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, leasehold improvements, tools, trade fixtures, and other tangible property of Seller (whether such property constitutes real, personal or mixed property), listed on Schedule 1.1.1 hereof ("Fixed Assets"). 1.1.2 All inventory, work in progress, and stock in trade of Seller as of the Closing Date. 1.1.3 All rights of Seller under all accounts receivable, customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, personal property leases (and the remaining term under the Lease (as defined in Section 1.3.2 below)), purchase orders and barter arrangements, and the rights of Seller to all prepaid expenses and benefits under the foregoing, as set forth in Schedule 1.1.3 attached hereto. 1.1.4 All service marks, patents, trademarks, copyrights, designs, brand names, trade names, know-how, processes, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "MEC" and "Mag-Head Engineering Company," and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, and all rights and properties listed on Schedule 1.1.4 ("Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, including, without limitation, customer service, sales, manufacturing and warranty files and records, and all other documents, materials and supplies related to the Business ("Business Records").

Assets Purchased. Upon On the terms and subject to the conditions of set forth in this Agreement, the Company shall assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and Seller shall sell, assign, transfer and convey to Purchaser at accept from the Closing (as defined in Section 9 hereof), all of the following tangible and intangible assets, properties, licenses, and rights (collectively the "Assets")Company, free and clear of any Liens and Retained Liabilities, all liensof the Company’s right, claimstitle and interest in and to those assets listed or described below, optionsas the same shall exist on the applicable Effective Date, as hereinafter defined (the properties, assets and rights of third parties and encumbrances, whether contingent or otherwise:assigned pursuant to this Section 1.1 are collectively referred to herein as the “Acquired Assets”): 1.1.1 All equipmentall rights and incidents of interest of the Company in and to the leases relating to the Leased Facilities (collectively, machinerythe “Leases”) as well as all right, furniture, fixtures, leasehold improvements, tools, trade fixtures, title and other tangible property interest of Seller (whether such property constitutes real, personal or mixed property), listed on Schedule 1.1.1 hereof ("Fixed Assets").the Company in the FF&E for each of the Leased Facilities; 1.1.2 All inventory, work in progress, all rights and stock in trade incidents of Seller as interest of the Closing Date. 1.1.3 All rights of Seller under all accounts receivable, customer sales/purchase orders for Seller's products, distributor Company in and to such other agreements, supply and maintenance contracts, personal property leases (and the remaining term under the Lease (as defined in Section 1.3.2 below)), purchase orders and barter arrangementslicenses entered into, accepted or made by the Company which Purchaser has expressly agreed to assume and the rights of Seller to all prepaid expenses and benefits under the foregoing, as that are set forth in Schedule 1.1.3 Exhibit C attached hereto. 1.1.4 All service markshereto (collectively, patentsthe “Assumed Contracts”). With respect to each Leased Facility, trademarksthe Company agrees to make commercially reasonable efforts to transfer existing communications services (local voice, copyrightslong-distance voice, designs, brand names, trade names, know-how, processes, symbols, inventions, programs, trade secrets, logos and DSL broadband data) to Purchaser with existing telephone numbers related to or connected with listed in Schedule 1.1.2 attached hereto remaining intact; 1.1.3 all rights of the BusinessCompany under all warranties, includingrepresentations and guarantees made by suppliers, without limitation, the product catalogues used or distributed by Seller manufacturers and contractors in connection with any Acquired Asset; 1.1.4 to the Business extent transferable through commercially reasonable efforts all Licenses (which for clarification purposes excludes that certain Rampage License Agreement between the Company and Rampage Licensing, LLC dated September 30, 1997, as amended) and Permits held by the Company with respect to the Rampage Stores operated at the Leased Facilities or the Acquired Assets located therein; 1.1.5 all of the Company’s books, records, legal pleadings and correspondence, insofar as they relate exclusively to the Leases, the Assumed Contracts or the other Acquired Assets whether in hard copy or electronic format (the “Transferred Books and Records”); provided that the Company may retain one copy of all such Transferred Books and Records; in addition, Purchaser shall receive and be entitled to the use of a copy of all of the Company’s books, records, legal pleadings and correspondence, insofar as they relate principally to the Leases, the Assumed Contracts or the other Acquired Assets whether in hard copy or electronic format; provided that the Company retain the original copies of all such documents; and 1.1.6 all of the Company’s rights, claims, credits, causes of action or rights of set-off against Third Parties relating to the Acquired Assets. Except for the representations and warranties set forth in Section 3 below and the names "MEC" agreements contained in this Section 1, Purchaser agrees to acquire the physical spaces occupied by the Leased Facilities and "Mag-Head Engineering Company," and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, and all rights and properties listed other Acquired Assets on Schedule 1.1.4 ("Proprietary Rights")an “as is” basis. 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, including, without limitation, customer service, sales, manufacturing and warranty files and records, and all other documents, materials and supplies related to the Business ("Business Records").

Assets Purchased. Upon At the terms and subject to the conditions of this AgreementClosing, Purchaser shall purchase, and Seller shall sell, assign, convey, transfer and convey deliver to Purchaser at Buyer all of Seller's and Division's property and assets, tangible, intangible and intellectual property used solely in the Closing operation of the Business (collectively the "Purchased Assets"), including without limitation (except as defined set forth in Section 9 hereof)1.9 below) the following: 1.1 All machinery, all of the following tangible equipment, motor vehicles, component parts, tools, drawings, plans, specifications, office equipment, furniture and intangible fixtures, supplies, computer hardware and software, prepaid expenses and other prepaid assets, propertiesand personal property of Division including, but not limited to, those items described on Schedule 1.1 attached hereto (the "Personal Property"). 1.2 All inventory, including, but not limited to, raw material, work-in-process, finished goods and parts inventory described on Schedule 1.2 attached hereto (the "Inventory"). 1.3 All contracts, customer orders, purchase orders, leases and agreements (including any permits, licenses, and rights (collectively insurance policies which relate to the "Assets")operation of the Business or the Purchased Assets and which are agreed to be assumed by Buyer, free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, leasehold improvements, tools, trade fixtures, and other tangible property of Seller (whether such property constitutes real, personal or mixed property), as specifically listed on Schedule 1.1.1 hereof 1.3 attached hereto (the "Fixed AssetsAssigned Contracts")). 1.4 All business records which pertain directly or indirectly to customers, suppliers, advertising, promotional materials, sales, service, delivery, internal organization, or operations (the "Records"). 1.1.2 1.5 All inventorypatents, work in progresstrademarks and copyrights, trade secrets, secret and confidential information, inventions and improvements, know-how, and stock any rights associated therewith, including, but not limited to, those items described in trade Schedule 1.5 attached hereto (the "Intellectual Property"). 1.6 The Business conducted by Seller through Division on the Closing Date as a going concern, including any and all goodwill connected therewith, telephone and FAX numbers, and Seller's right to use the name "General Neon" and all related names and derivations thereof (the "Intangibles"). 1.7 All cash on hand or on deposit ("Cash"), any interest bearing obligations and all accounts ("Accounts") or notes receivable less than 90 days old ("Notes"). 1.8 The leasehold interest of Seller in and to certain Leases dated August 14, 1984 and March 12, 1986, respectively, between Anvil Construction Co. and Seller for the Philadelphia, Pennsylvania location, and, between Newington Joint Venture and Seller for the Newington, Virginia location, and all leasehold improvements, licenses and privileges pertaining thereto ("the Real Property"). 1.9 Notwithstanding any other provisions contained herein, those assets listed on Schedule 1.9 (the "Excluded Assets") are specifically excluded from the Purchased Assets. (a) For a period of one year following the Closing, or such shorter period as Seller shall designate, Buyer shall collect for the account of the Seller, the Accounts more than 90 days past the date of the invoice outstanding as of the Closing Date (the "Aged Accounts"). At the Closing, Buyer and Seller shall produce a schedule of the Aged Accounts. Buyer's efforts to collect the Aged Accounts shall be undertaken in good faith and in a manner consistent with the normal and customary practices and procedures of Division prior to Closing. Buyer shall apply payments received from customers as follows: (i) Upon receipt of payment from a customer following the Closing in which the customer has identified, referenced or otherwise specified the statement(s) or invoice(s) for which the payment is being made, Buyer will apply the payments in the manner specified by the customer. (ii) In the event that a customer which has an Aged Account outstanding is sold products on a C.O.D. basis following the Closing, Buyer shall require that such customer remit upon delivery of such products an amount equal to 10% of the invoice total which added amount shall be applied against the Aged Accounts of the customer in the manner described elsewhere in this Section 1.10. The remainder of the payment received shall be retained by Buyer. (iii) In the event a customer who remits a payment to Buyer following the Closing does not identify, reference or otherwise specify the statement(s) or invoice(s) for which the payment is being made, 90% of such payment shall be applied to Accounts less than 90 days past the date of invoice as of the Closing Date and 10% of such payment shall be applied to the Aged Accounts (in each case to the oldest invoice first, unless such invoice is in dispute, in which case the payment shall be applied to the next oldest undisputed invoice). (b) Seller shall have the right to file liens and take any other actions Seller deems reasonable in regard to collections of Aged Accounts following the Closing, provided that Seller shall notify Buyer of its intention to take such actions prior to initiating them. (c) In connection with its obligations under this Section 1.10, Buyer shall not be permitted without Seller's consent, to make any concessions or give any credit or discount in respect of the Aged Accounts. Buyer shall not be obligated to commence any litigation or collection proceedings with respect to any Aged Account. (d) Buyer will provide a monthly accounting of the collection of all Aged Accounts collected following the Closing and forward seventy-five percent (75%) of the proceeds received in payment of the Aged Accounts to Seller on a monthly basis. Buyer shall be entitled to retain the remaining twenty-five percent (25%) of any and all such collections. Seller shall have the right at any time following the Closing to conduct an audit of the collection of the Aged Accounts. Buyer shall make available for Seller any and all correspondence from customers, and other work papers, books and records deemed necessary by Seller for the purpose of conducting such audit(s). (e) At any time following the Closing designated by Seller, Buyer agrees to forward to those parties having Aged Accounts a letter notifying them that amounts owed by such partes pursuant to the Aged Accounts are owned by Seller and should thereafter be remitted directly to Seller in accordance with Seller's directions. Such correspondence shall be subject to the prior review and approval by Seller. All Schedules shall be updated by Seller as of the Closing Date. 1.1.3 All rights of Seller under all accounts receivable, customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, personal property leases (and the remaining term under the Lease (as defined in Section 1.3.2 below)), purchase orders and barter arrangements, and the rights of Seller to all prepaid expenses and benefits under the foregoing, as set forth in Schedule 1.1.3 attached hereto. 1.1.4 All service marks, patents, trademarks, copyrights, designs, brand names, trade names, know-how, processes, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "MEC" and "Mag-Head Engineering Company," and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, and all rights and properties listed on Schedule 1.1.4 ("Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, including, without limitation, customer service, sales, manufacturing and warranty files and records, and all other documents, materials and supplies related to the Business ("Business Records").

Assets Purchased. Upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase, and Seller shall sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 9 hereof), all of the following tangible and intangible assets, properties, licenses, and rights (collectively collectively, the "Assets"), free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, leasehold improvements, tools, trade fixtures, and other tangible property of Seller (whether such except real property constitutes real, personal or mixed propertyand inventory), listed on Schedule 1.1.1 hereof (the "Fixed Assets"), and any and all assignable warranties of third parties covering the Fixed Assets. 1.1.2 All inventory, work in progress, and stock in trade trade, finished goods and raw materials and supplies of Seller as of the Closing DateDate (the "Inventory"). 1.1.3 All rights of Seller under all accounts receivable, customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, personal property leases (and the remaining term under the Lease (as defined in Section 1.3.2 below))leases, purchase orders and barter arrangements, and the rights of Seller to all prepaid expenses and benefits under the foregoing, as which are set forth in on Schedule 1.1.3 attached heretohereto (the "Assumed Contracts"). 1.1.4 All service marks, patents, trademarks, copyrights, designs, brand names, trade names, know-how, processes, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "MECVikron" and "Mag-Head Engineering Company,Vikron Magnetic Heads" and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, and all rights and properties which are listed on Schedule 1.1.4 (the "Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, including, without limitation, customer service, sales, manufacturing and warranty files and records, and all other documents, materials and supplies related to the Business (the "Business Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are listed on Schedule 1.1.7 (the "Accounts Receivable"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.

Assets Purchased. Upon At the terms and subject to the conditions of this AgreementClosing, Purchaser shall purchase, and Seller shall sell, assign, transfer convey, transfer, set over, and convey deliver to Purchaser at the Closing BusinessCo (except as defined in Section 9 hereof), otherwise noted) all of the following tangible and intangible assets, properties, licensesrights, and rights interests of every conceivable kind or character whatsoever, whether tangible or intangible, that on the Closing Date are owned by Seller or in which Seller has an interest of any kind except for Excluded Assets listed under Section 2. These include, without limitation, the following (collectively collectively, the" Purchased Assets"): a. All furniture, fixtures and equipment, fixed assets and all other items of tangible personal property, in each case wherever located and whether or not capitalized on Seller's books, including but not limited to, the property set forth on Schedule 1A attached hereto (the "Assets"), free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, leasehold improvements, tools, trade fixtures, and other tangible property of Seller (whether such property constitutes real, personal or mixed property), listed on Schedule 1.1.1 hereof ("Fixed AssetsPersonal Property"). 1.1.2 b. All inventorygood and saleable inventory of any kind, work in progresscharacter, nature or description, wherever located including all finished goods, work-in-process, supplies, raw materials, parts, scraps, containers and packaging materials and including any consigned inventory (the "Inventory"). c. All accounts, chattel paper, documents, and stock instruments, including all accrued interest receivable and also any security Seller holds for the payment thereof generated by the Business (the "Receivables") and all of Seller's general intangibles in trade connection with the Business and, to the extent not otherwise constituting general intangibles, any interest of Seller in any and all claims by Seller against any other person in connection with the Business, whether now accrued or later to accrue, contingent or otherwise, known or unknown, including, but not limited to, all rights under express or implied warranties from suppliers in connection with the Business (except as of the Closing Datethey may pertain to Seller's liabilities other than Assumed Liabilities), claims for collection or indemnity, claims in bankruptcy, and chooses in action. 1.1.3 d. All rights of Seller under all accounts receivable, customer sales/purchase orders for Seller's productsright, distributor agreementstitle, supply and maintenance contracts, personal property leases (and the remaining term under the Lease (as defined in Section 1.3.2 below)), purchase orders and barter arrangementsbenefit, and the rights of Seller interest in and to all prepaid expenses and benefits under the foregoinginventions, as set forth in Schedule 1.1.3 attached hereto. 1.1.4 All service marksdiscoveries, patents, trademarks, copyrightsimprovements, designs, brand namesprototypes, trade namessecrets, manufacturing and engineering drawings, process sheets, specifications, bills of material, formulae and secret and confidential processes, know-how, processestechnology, symbolsand other industrial property (whether patentable or unpatentable) used in the Business (the "Intellectual Property") as listed on Schedule 11.AA. e. The real estate located at 122 South Aspen Street, inventionsSparta, programsMichigan, trade secrets, logos legally ▇▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (▇▇ be purchased by Real EstateCo) (the "Real Estate"); f. The full benefit of: i. Any and telephone numbers related to or connected all purchase orders placed with the Business, including, without limitation, the product catalogues used or distributed and accepted by Seller on or before the Closing Date in connection with the Business that have not been completely performed or filled before the Closing Date, covering the purchase from Seller of products to be supplied by Seller in the Business, or covering the rendition by Seller of service on products supplied by Seller in the Business and the names "MEC" including all deposits, progress payments, and "Mag-Head Engineering Company," and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any credits of the foregoing and all intangibles appurtenant theretoBusiness, and all rights and properties as set forth on Schedule 1.F.1; ii. The purchase orders listed on Schedule 1.1.4 ("Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, including, without limitation, customer service, sales, manufacturing and warranty files and records, and all other documents, materials and supplies related 1.F.2 placed by Seller prior to the Closing Date in connection with the Business ("Business Records").that have not been completely performed before the Closing Date, covering Seller's purchase of inventory, supplies, or materials in the ordinary course of business; and iii. The leases of personal property and other agreements listed in Schedule 1.F.