Common use of Assets Transferred Clause in Contracts

Assets Transferred. On the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under all of the assets of Seller used in connection with the Business, as the same shall exist on the Closing Date (collectively, the “Assets”) including, without limitation, the following assets used in connection with the Business, but specifically excluding the Excluded Assets (as such term is defined in Section 1.01(b)): (i) All equipment, machinery, furniture, fixtures and other tangible personal property used in connection with the Business (“Tangible Personal Property”); (ii) All operating cash, commercial paper, certificates of deposit and other bank deposits and other cash equivalents; (iii) All trade and other accounts receivable and all rights to receive payments arising out of the conduct of the Business, including any rights of Seller with respect to any third party collection procedures or any other Actions or Proceedings which have been commenced in connection therewith (the “Accounts Receivable”); (iv) All Inventory of Seller; (v) All Contracts to which Seller is a party and which are utilized in the conduct of the Business, and all of the Assumed IT Contracts regardless of whether in the name of Seller or Parent (collectively, the “Assumed Agreements”); (vi) All Intellectual Property used in the conduct of the Business on a worldwide basis, including but not limited to all rights in and to the name “Jadeon”, all rights to the domain names w▇▇.▇▇▇▇▇▇.▇▇▇ and w▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇, and all rights in and to the website currently operated by Seller at w▇▇.▇▇▇▇▇▇.▇▇▇ (collectively, the “Intellectual Property Assets”); (vii) All transferable Licenses (including applications therefor) utilized in the conduct of the Business; (viii) All Books and Records used or held for use in the conduct of the Business or otherwise relating to the Assets; (ix) All rights of Seller under any claims, warranties, guaranties, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature relating to the Business, other than those relating to the Excluded Assets or the Retained Liabilities; (x) All unfilled customer orders relating to the Business and all deposits and other payments relating thereto; (xi) All prepaid assets or advance payments relating to the Business (including without limitation the Prepaid Microsoft Licenses (as defined in Section 4.08 below)); (xii) All goodwill of the Business; and (xiii) All other assets and properties of Seller used or held for use in connection with the Business, excluding the Excluded Assets.

Assets Transferred. On Subject to the terms and subject conditions hereof, Seller hereby agrees to sell, transfer and assign to Buyer, and Buyer hereby agrees to purchase and acquire from Seller, on the Closing Date (as defined in Article X hereof), all of Seller's rights, title and interest in and to the conditions set forth in this AgreementAcquired Assets. The Acquired Assets are and, Seller when conveyed to Buyer, will sell, transfer, convey, assign and deliver to Purchaser, and Purchaser will purchase and pay for, at the Closing, be free and clear of all Liens liens, security interests, claims and other encumbrances (collectively, "Liens"), other than Permitted Liens. The Acquired Assets consist of: (a) All cash, all of Seller’s rightcash equivalents, title bank accounts, other cash deposit accounts and interest in, to and under all similar cash items as of the assets Closing Date; (b) All accounts receivable of Seller arising out of services provided or work performed prior to the Closing Date; (c) All of the property, plant and equipment, including construction in progress, of Seller used in connection with the System and the Business, as including those assets listed on Schedule 5.5(i); (d) All Seller's right, title and interest in and to each lease, contract and agreement or instrument which relates to the same shall exist on the Closing Date (collectivelySystem, the “Business or the Acquired Assets”, including those listed on Schedule 5.5(ii) hereto; (e) All permits, licenses, franchises, rights of way, registrations, certificates, consents, approvals and authorizations by governmental or regulatory authorities or bodies relating to the ownership, possession or operation of the System, the Business or the Acquired Assets listed in Schedule 5.5 (iii) hereto ("Permits"); (f) All goodwill associated with the Business; (g) All deposits with, and all claims and rights against third parties relating to the Acquired Assets, including, without limitation, unliquidated rights under guaranties and warranties, rights of recovery, set-offs and credits, such as unearned advances; (h) All of Seller's inventory, as of the following assets used in connection with the BusinessClosing Date, but specifically excluding the Excluded Assets (as such term is defined in Section 1.01(b)):of materials, supplies and work-in-progress; (i) All equipmentpatents, machinerycopyrights, furnituretrade marks, fixtures trade names and other tangible personal property assumed names used by Seller in connection with the Business (“Tangible Personal Property”); (ii) All operating cash, commercial paper, certificates of deposit and other bank deposits and other cash equivalents; (iii) All trade and other accounts receivable and all rights to receive payments arising out operation of the conduct of the Business, including any rights of Seller with respect to any third party collection procedures or any other Actions or Proceedings which have been commenced in connection therewith (the “Accounts Receivable”); (iv) All Inventory of Seller; (v) All Contracts to which Seller is a party System and which are utilized in the conduct of the Business, and all of the Assumed IT Contracts regardless of whether in the name of Seller or Parent (collectively, the “Assumed Agreements”); (vi) All Intellectual Property used in the conduct of the Business on a worldwide basis, including but not limited to all rights in and to the name “Jadeon”, all rights to the domain names w▇▇.▇▇▇▇▇▇.▇▇▇ and w▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇, and all rights in and to the website currently operated by Seller at w▇▇.▇▇▇▇▇▇.▇▇▇ (collectively, the “Intellectual Property Assets”); (vii) All transferable Licenses (including applications therefor) utilized in the conduct of the Business; (viii) All Books and Records used or held for use in the conduct of the Business or otherwise relating to the Assets; (ix) All rights of Seller under any claims, warranties, guaranties, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature relating to the Business, other than those relating to the Excluded Assets names Linkatel, Linkatel Pacific or the Retained Liabilities; (x) All unfilled customer orders relating to the Business and all deposits and other payments relating thereto; (xi) All prepaid assets or advance payments relating to the Business (including without limitation the Prepaid Microsoft Licenses (as defined in Section 4.08 below)); (xii) All goodwill of the Businessany combination thereof; and (xiiij) All other assets and properties of Seller any nature whatsoever owned, used or held for use by Seller in connection with the Acquired Assets or the operation of the System and the Business (other than the Excluded Assets referred to in Section 2.2 hereof), including, without limitation, client lists and client files, marketing and advertising materials, catalogues, correspondence, mailing lists, sales materials and records, purchasing materials and records, personnel records, layouts, design illustrations, sales order files and all other books and records used in connection with, or required to continue the Business. Seller, however, shall retain such documents that relate to Seller's tax or accounting matters, provided that, to the extent such retained documents relate to the Business, excluding Buyer, for a period of two years following the Excluded AssetsClosing, shall have the right upon reasonable notice to inspect and to make copies, at its expense, of such documents.

Assets Transferred. On Subject to and upon the terms and subject to the conditions set forth in this Agreement, Seller will sell, transfer, convey, assign and deliver to Purchaser, Purchaser and Purchaser will purchase and pay for, acquire from Seller at the Closing, free and clear of Closing (as hereafter defined) all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under all of the assets of Seller in and to the properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired relating to or used or held for use in connection with the Business, Business as the same shall may exist on the Closing Date (collectively, the “"Assets”) including"), including without limitation, limitation all those items in the following assets used in connection with categories that conform to the Business, but specifically excluding definition of the Excluded Assets (as such term is defined in Section 1.01(b)):"Assets": (i) All all equipment, machinery, furniture, fixtures furnishings, and similar property (including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other tangible personal property used in connection with the Business individual, sole proprietorship, corporation, partnership (“Tangible Personal Property”general or limited), trust, business trust, limited liability company, unincorporated organization or association, joint venture, government or political subdivision including any agency or instrumentality thereof or any other entity or any other nature ("Person")); (ii) All operating cashall rights to software sold or licensed and any software under development prior to or on the Closing Date, commercial paperincluding all of Seller's rights pertaining to all documentation, certificates of deposit source code, object code, enhancements and other bank deposits and other cash equivalentsmaterials associated therewith; (iii) All trade all of the rights of the Seller under all contracts, arrangements, license and technology agreements, leases (other than leases to real property) and agreements, including, without limitation, all value added reseller agreements, distribution agreements, software license agreements and Seller's right to receive payment for services rendered and to receive goods and services pursuant to such contracts and to assert claims and take other rightful actions in respect of breaches, defaults and other accounts receivable violations of such contracts and all rights to receive payments arising out of the conduct of the Business, including any rights of Seller with respect to any third party collection procedures or any other Actions or Proceedings which have been commenced in connection therewith (the “Accounts Receivable”)otherwise; (iv) All Inventory of Sellerall prepaid expenses; (v) All Contracts to which all notes and accounts receivable held by Seller is a party and which are utilized in the conduct of the Business, and all notes, bonds and other evidences of the Assumed IT Contracts regardless indebtedness of whether in the name of Seller or Parent (collectively, the “Assumed Agreements”)and rights to receive payments from any Person held by Seller; (via) All Intellectual Property used in all trademarks, service marks and trade names throughout the conduct of the Business on a worldwide basisworld, including but not limited to registrations and applications for registration thereof, if any, (b) all rights in copyright registrations throughout the world and to the name “Jadeon”, all rights to the domain names w▇▇.▇▇▇▇▇▇.▇▇▇ and w▇▇.▇▇▇▇▇▇▇▇▇.▇▇▇applications therefor, and all rights any other non-registered copyrights, (the items described in clauses (a) and (b) being hereafter collectively referred to as the website currently operated by Seller at w▇▇.▇▇▇▇▇▇.▇▇▇ (collectively, the “"Intellectual Property Assets”Property"); (vii) All transferable Licenses all designs, plans, trade secrets, inventions, processes, methods, procedures and research records (including applications therefor) utilized in collectively, the conduct of the Business"Know-How"); (viii) All Books all books, records, manuals and Records used or held other materials (except for use in any of Seller's corporate records to the conduct extent not necessary for the operation of the Business in the ordinary course), including, without limitation, all records and materials maintained at the offices of Seller, advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, sales and promotional materials and records, purchasing materials and records, research and development files, records, patent disclosures, communication, advertising or otherwise relating to the Assetssimilar media materials and plates, accounting records, sales order files and litigation files; (ix) All rights all cash on hand and on deposit and all cash equivalents including money market funds and certificates of Seller under any claims, warranties, guaranties, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature relating to the Business, other than those relating to the Excluded Assets or the Retained Liabilities;deposit; and (x) All unfilled customer orders relating to the Business extent their transfer is permitted by law, all governmental licenses, permits, approvals, license applications, license amendment applications and product registrations. The Assets shall be conveyed free and clear of all deposits liabilities, obligations, liens and other payments relating thereto; (xi) All prepaid assets encumbrances excepting only those liabilities and obligations which are expressly agreed to be assumed by Purchaser hereunder and those liens and encumbrances securing the same which are specifically disclosed herein or advance payments relating to expressly permitted by the Business (including without limitation the Prepaid Microsoft Licenses (as defined in Section 4.08 below)); (xii) All goodwill of the Business; and (xiii) All other assets and properties of Seller used or held for use in connection with the Business, excluding the Excluded Assetsterms hereof.