ASSETS TO BE Sample Clauses

ASSETS TO BE. Purchased Subject to the terms and conditions set forth in this Agreement, at the Closing (as defined in Paragraph 3.1, below), Seller will sell, transfer, convey, assign and deliver to Buyer, and Buyer will acquire and purchase from Seller all right, title and interest of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible, whether accrued, contingent or otherwise and whether now existing or after this date acquired relating to, used or held for use in connection with the operation of the Subject Business (the "Subject Assets"), including, without limitation, those items in the following categories, other than the Retained Records (as defined below): (a) all cash, cash equivalent assets and investments of the Seller and all of Seller's bank accounts, lock boxes, and post office boxes; (b) the software programs identified in Schedule 1(b), including the source and object code thereof and any and all existing documentation (regardless of whether such documentation is provided on a commercial basis) including flow charts, program descriptions, program listings, layouts, schematics, engineering and design drawings, technical support documentation, diagrams and other documentation depicting or specifying the designs and components of such software programs, libraries, logs, reports, drafts, models, prototypes, technical and other data, test and other data and programs, any and all proceeding versions, works in process, fixes, enhancements, future releases or other developments by Seller which may be combined or embodied in any medium or format whatsoever, and for all language versions and hardware platforms, software platforms and operating environments and whether sold separately or bundled with other applications, consisting of a set of logical instructions and information which guide the functioning of a processor, and which shall include all information, electronic form content, so-called "look & feel", graphic design, electronic form user methodologies, user interface design, software tools related to the Subject Business and owned or licensed by the Seller, know-how, systems, and processes concerning such computer program but excluding the Licensed Software (collectively, the "Software").

ASSETS TO BE. Purchased Buyer will purchase all the assets of the Business as set forth in the Seller's balance sheet for the Business dated June 30, 2008, adjusted for transactions conducted in the ordinary course of business from the date of the balance sheet to the date of closing, including among other things, the name(s) of the Business, the Business organization, all property, rights, contracts of any nature, inventories (including inventory currently at the port of Long Beach), rights under domestic and foreign copyrights, patents, trademarks and licensing agreements, know-how and know-how agreements, subscription and circulation lists and goodwill related to the Business, including Seller’s name and website, except Seller’s current account receivables. Seller would take no action which materially reduces or increases the amount of cash during the period from the date of this communication to the closing date, other than in the ordinary course of business. The purchase will be on the terms and subject to the conditions set forth in a legally written agreement to be negotiated and entered into by Seller and Buyer (“Definitive Agreement”).

ASSETS TO BE. Purchased Buyer will purchase all the assets of the Business as set forth in the Seller's balance sheet for the Business dated June 30, 2008, adjusted for transactions conducted in the ordinary course of business from the date of the balance sheet to the date of closing, including among other things, the name(s) of the Business, the Business organization, all property, rights, contracts of any nature, inventories (including inventory currently at the port of Long Beach), rights under