Common use of Contributed Assets Clause in Contracts

Contributed Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby contributes, assigns, transfers and delivers to the Company, and the Company hereby accepts, assumes, acquires and takes assignment and delivery of, all of the Seller's right, title and interest in, to and under the following assets (other than the Excluded Assets) as of the Closing Date (hereinafter referred to collectively as the "Contributed Assets"): (a) All of the credit card accounts associated with the Transferred Credit Card Business, including, without limitation, dormant accounts, in-active accounts, closed accounts, accounts without outstanding balances, accounts classified as "substandard," "doubtful," or "loss" or treated as "other loans especially mentioned" in the most recent report of examination prepared by any Federal or State supervisory agency, accounts in nonaccrual status, accounts on which principal or interest payments are more than 30 days past due, accounts whose terms have been renegotiated or compromised due to the deteriorating financial condition of the Cardholder and accounts which are statused by Seller on the Closing Date as bankrupt, deceased, fraud, lost or stolen or charged off (such status to be determined in a manner consistent with Seller's customary practice consistently applied), and the credit card accounts identified in Schedule<0- 32>2.1(a), which is attached hereto and/or provided herewith and made a part hereof (which may, in the Seller's sole discretion, be in the form of a computer file or magnetic tape, which contains sufficient information to identify each account and respective Cardholder including name, address, social security number, account number, status codes, account balance and such other information as is mutually agreed upon by Purchaser and Seller, as identification of the respective Cardholders) (the "Accounts"); (b) All unprocessed applications and preapproved offers outstanding on the Closing Date for Credit Cards other than those which if processed and accepted would result in an account associated with the BKB Relationship Credit Card Business or the BKB International Credit Card Business or with a Cardholder located in Massachusetts, Rhode Island, Connecticut or New Hampshire. (c) All other rights in and to the business relationship between the Seller and the Cardholders in their capacities as such, including the right to offer ongoing Credit Card services to Cardholders and the right to offer and provide other products and services on a non-exclusive basis to Cardholders; (d) The right to direct the Seller to transfer all of its rights under the Designated Agreement to any other party at any time and from time to time (without any further consideration being payable by the Company) provided that (i) the designee is legally capable of performing the obligations of the Seller thereunder, (ii) such designee expressly assumes the obligations of the Seller under the Designated Agreements and (iii) such designee expressly acknowl edges that its rights thereunder are subject to, and that it is bound by, the BKB Purchase Agreements, the Assignment and Assumption and the Receivables Purchase Agreement; (e) Any and all books and records under the Seller's control relating solely to the Cardholders and the Accounts, including, without limitation, all Account applications, statements, records and correspondence and all customer lists and other information under the Seller's control relating solely to such Cardholders and such Accounts, whether in paper, microfilm, microfiche or magnetic tape form; (f) The rights of Seller under the contracts and agreements listed on Schedule 2.1(h) hereof, to the extent the same are assignable without breach of same or Seller has obtained any necessary consents to such assignment or as otherwise may be transferred to the Company; and (g) The right to assign, license or designate to others any or all of the foregoing.

Contributed Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby contributes, assigns, transfers and delivers to the Company, and the Company hereby accepts, assumes, acquires and takes assignment and delivery of, all of the Seller's right, title and interest in, to and under the following assets (other than the Excluded Assets) as of the Closing Date (hereinafter referred to collectively as the "Contributed Assets"): (a) All of the credit card accounts associated with the Transferred Credit Card Business, including, without limitation, dormant accounts, in-active accounts, closed accounts, accounts without outstanding balances, accounts classified as "substandard," "doubtful," or "loss" or treated as "other loans especially mentioned" in the most recent report of examination prepared by any Federal or State supervisory agency, accounts in nonaccrual status, accounts on which principal or interest payments are more than 30 days past due, accounts whose terms have been renegotiated or compromised due to the deteriorating financial condition of the Cardholder and accounts which are statused by Seller on the Closing Date as bankrupt, deceased, fraud, lost or stolen or charged off (such status to be determined in a manner consistent with Seller's customary practice consistently applied), and the credit card accounts identified in Schedule<0- 32>2.1(aSchedule 2.1(a), which is attached hereto and/or provided herewith and made a part hereof (which may, in the Seller's sole discretion, be in the form of a computer file or magnetic tape, which contains sufficient information to identify each account and respective Cardholder including name, address, social security number, account number, status codes, account balance and such other information as is mutually agreed upon by Purchaser and Seller, as identification of the respective Cardholders) (the "Accounts"); (b) All unprocessed applications and preapproved offers outstanding on the Closing Date for Credit Cards other than those which if processed and accepted would result in an account associated with the BKB Bankmont Relationship Credit Card Business or the BKB International Credit Card Business or with a Cardholder located in Massachusetts, Rhode Island, Connecticut or New Hampshire.Business; (c) All other rights in and to the business relationship between the Seller and the Cardholders in their capacities as such, including the right to offer ongoing Credit Card services to Cardholders Cardholders, and the right to offer and provide other products and services on a non-exclusive basis to Cardholders; (d) The right to direct the Seller to transfer all of its rights under the Designated Agreement Agreements to any other party at any time and from time to time (without any further consideration being payable by the Company) provided that (i) the designee is legally capable of performing the obligations of the Seller thereunder, (ii) such designee expressly assumes the obligations of the Seller under the Designated Agreements and (iii) such designee expressly acknowl edges acknowledges that its rights thereunder are subject to, and that it is bound by, the BKB ▇▇▇▇▇▇ Purchase Agreements, the Assignment and the Assumption and the Receivables Purchase Agreement; (e) Any and all books and records under the Seller's control relating solely to the Cardholders and the Accounts, including, without limitation, all Account applications, statements, records and correspondence and all customer lists and other information under the Seller's control relating solely to such Cardholders and such Accounts, whether in paper, microfilm, microfiche or magnetic tape form; (f) The rights of Seller under the contracts and agreements listed on Schedule 2.1(h2.1(f) hereof, to the extent the same are assignable without breach of same or Seller has obtained any necessary consents to such assignment or as otherwise may be transferred to the Company; and (g) The right to assign, license or designate to others any or all of the foregoing.

Contributed Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, including Section 2.1, Eyelematic and Echo shall contribute, sell, convey, assign, transfer and deliver to Non-Real Estate Buyer on the Seller hereby contributes, assigns, transfers and delivers to the Company, and the Company hereby accepts, assumes, acquires and takes assignment and delivery ofClosing Date, all assets, properties, rights, titles and interests of the Seller's rightevery kind and nature owned, title licensed or leased by them (including indirect and interest in, to and under the following assets (other than the Excluded Assetsforms of beneficial ownership) as of the Closing Date (hereinafter referred to collectively as except for the "Excluded Assets and the Purchased Real Property), whether tangible or intangible, real or personal and wherever located and by whomever possessed (collectively, the “Contributed Assets"):”), free and clear of all Liens (other than Permitted Liens), including, but not limited to, the following: (ai) All all Cash of Sellers; (ii) all notes and accounts receivable whether current or non current; (iii) all promotional allowances and vendor rebates and similar items; (iv) all finished goods inventories, raw materials, packaging materials, work in process, consigned goods and finished goods (including warehoused inventories and inventories covered by purchase orders), wherever located, including consignment inventory and inventory on order for or in transit to or from Sellers (collectively, the “Inventory”); (v) all of the credit card accounts following Proprietary Rights (as defined below), which are owned by, issued to, licensed or used by Sellers, along with all of Sellers’ interest in income, royalties, damages and payments accrued, due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof, the right to ▇▇▇ and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world): (i) patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice) and any reissue, continuation, continuation-in-part, division, extension or reexamination thereof; (ii) trademarks, trade names, service marks and trade dress, together with all goodwill associated with therewith, and all translations, adaptations, derivations and combinations of the Transferred Credit Card Businessforegoing (and all logos related to the foregoing); (iii) copyrights and copyrightable or copyrighted works; (iv) Internet domain names; (v) all registrations, applications and renewals for any of the foregoing; (vi) trade secrets and other Confidential Information, including ideas, know-how, related processes and techniques, research and development information, drawings, specifications, designs, plans, proposals, technical data and manuals, and customer and supplier lists and information; computer software (including data and related documentation); and (vii) all other intellectual property, intangible properties and rights of Sellers; in each case including the items set forth on Schedule 4.15 (collectively, the “Proprietary Rights”); (vi) all agreements, contracts, or other binding arrangements of Sellers identified on Schedule 2.2(vi) (collectively, the “Contributed Contracts”); (vii) all leasehold improvements and all machinery, equipment (including all vehicles, testing equipment and office equipment), fixtures, trade fixtures, computers and related software, and furniture located in any building, office or other space leased, owned or occupied by Sellers or in any warehouse or other storage facility where any of Sellers’ properties and assets may be located, including, without limitation, dormant accounts, in-active accounts, closed accounts, accounts without outstanding balances, accounts classified as "substandard," "doubtful," or "loss" or treated as "other loans especially mentioned" in the most recent report of examination prepared by any Federal or State supervisory agency, accounts in nonaccrual status, accounts on which principal or interest payments are more than 30 days past due, accounts whose terms have been renegotiated or compromised due to the deteriorating financial condition of the Cardholder and accounts which are statused by Seller on the Closing Date as bankrupt, deceased, fraud, lost or stolen or charged off (such status to be determined in a manner consistent with Seller's customary practice consistently applied), Owned Real Property and the credit card accounts identified in Schedule<0- 32>2.1(a), which is attached hereto and/or provided herewith and made a part hereof (which may, in the Seller's sole discretion, be in the form of a computer file or magnetic tape, which contains sufficient information to identify each account and respective Cardholder including name, address, social security number, account number, status codes, account balance and such other information as is mutually agreed upon by Purchaser and Seller, as identification of the respective Cardholders) (the "Accounts")Leased Real Property; (bviii) All unprocessed applications all office supplies, production supplies and preapproved offers outstanding on the Closing Date for Credit Cards other than those which if processed supplies, spare parts, other miscellaneous supplies and accepted would result in an account associated with the BKB Relationship Credit Card Business or the BKB International Credit Card Business or with a Cardholder other tangible property of any kind located in Massachusettsany building, Rhode Islandoffice or other space leased, Connecticut owned or New Hampshire. (c) All occupied by Sellers or in any warehouse or other rights in storage facility where any of Sellers’ properties and to the business relationship between the Seller and the Cardholders in their capacities as such, including the right to offer ongoing Credit Card services to Cardholders and the right to offer and provide other products and services on a non-exclusive basis to Cardholders; (d) The right to direct the Seller to transfer all of its rights under the Designated Agreement to any other party at any time and from time to time (without any further consideration being payable by the Company) provided that (i) the designee is legally capable of performing the obligations of the Seller thereunder, (ii) such designee expressly assumes the obligations of the Seller under the Designated Agreements and (iii) such designee expressly acknowl edges that its rights thereunder are subject to, and that it is bound by, the BKB Purchase Agreements, the Assignment and Assumption and the Receivables Purchase Agreement; (e) Any and all books and records under the Seller's control relating solely to the Cardholders and the Accountsassets may be located, including, without limitation, the Owned Real Property and the Leased Real Property; (ix) all Account applicationsprepayments and prepaid expenses, statementsemployee advances and cash and security deposits; (x) all claims, refunds, credits, causes of action, choices in action, rights of recovery and rights of set-off of any kind; (xi) the right to receive and retain mail, payments of receivables and other communications; (xii) the right to ▇▇▇▇ and receive payment for products shipped or delivered and/or services performed but unbilled or unpaid as of the Closing; (xiii) all lists, records and correspondence other information pertaining to accounts and referral sources; all customer lists lists, records and other information under the Seller's control relating solely pertaining to such Cardholders suppliers and such Accountscustomers; and all drawings, reports, studies, plans, books, ledgers, files and business and accounting records of every kind (including all financial, business, sales and marketing plans and information); in each case whether evidenced in paperwriting, microfilmelectronic data, microfiche computer software or magnetic tape formotherwise; (fxiv) The all advertising, marketing and promotional materials, all archival materials and all other printed or written materials; (xv) all permits, licenses, certifications, authorizations, approvals and similar rights from all permitting, licensing, accrediting and certifying agencies (including all of the foregoing listed or described on Schedule 2.2(xv), and the rights to all data and records held by such agencies; (xvi) all goodwill as a going concern and all other intangible property; (xvii) all rights and interests of Sellers under the Seller Employee Benefit Plans and related trust agreements described and identified on Schedule 4.20 which do not have an asterisk (*) (the “Contributed Plans”); (xviii) all proceeds under insurance policies and rights of Seller under the contracts and agreements listed on Schedule 2.1(h) hereof, recovery relating to the extent Contributed Assets, the same are assignable without breach of same Purchased Real Property or Seller has obtained any necessary consents to such assignment or as otherwise may be transferred to the CompanyContributed Liabilities; and (gxix) The right to assignall other properties, license or designate to others any or all assets and rights owned by Sellers as of the foregoingClosing Date, or in which Sellers have an interest, and which are not otherwise Excluded Assets.

Contributed Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, the Seller hereby contributes, assigns, transfers and delivers prior to the Companytransactions described in Sections 2.3, 2.4, 2.5 and Article III, LLC 2 shall acquire from Contributor, and Contributor shall sell, convey, assign, transfer and deliver to LLC 2 on the Company hereby accepts, assumes, acquires and takes assignment and delivery ofClosing Date, all of the Seller's rightContributor’s interest in assets, title properties, rights, titles and interest ininterests of every kind and nature owned, to licensed or leased by Contributor (including indirect and under the following assets (other than the Excluded Assetsforms of beneficial ownership) as of the Closing Date (hereinafter referred to collectively except for the Property, Plant and Equipment and other than the LLC 2 Excluded Assets (as the "Contributed Assets"): (a) All of the credit card accounts defined below)), which are used primarily in or otherwise primarily associated with the Transferred Credit Card Business, includingwhether tangible or intangible, without limitationreal or personal and wherever located and by whomever possessed (the “LLC 2 Acquired Assets”), dormant accountsfree and clear of all Liens (other than Permitted Liens), inincluding the following: (i) $4,830,000 of cash; (ii) all notes and accounts receivable whether current or non-active accountscurrent; (iii) all promotional allowances and vendor rebates and similar items; (iv) except as provided in Section 2.1(b)(xiv) and Section 2.1(b)(xv), closed accountsall finished goods inventories, accounts without outstanding balancesraw materials, accounts classified as "substandard," "doubtful," packaging materials, work in process, consigned goods and finished goods (including warehoused inventories and inventories covered by purchase orders), wherever located, including consignment inventory and inventory on order for or "loss" in transit to or treated as "other loans especially mentioned" from Contributor; (v) all of Contributor’s interest in the most recent report of examination prepared by any Federal or State supervisory agency, accounts in nonaccrual status, accounts on which principal or interest payments are more Proprietary Rights (other than 30 days past due, accounts whose terms have been renegotiated or compromised due the High Performance Flush Technology IP subject to the deteriorating financial condition terms of the Cardholder License In Agreement described in Section 3.3(b)(xii) and, in the case of Proprietary Rights relating to the Eljer trademark, subject to the terms of the License Out Agreement described in Section 3.3(b)(xiii)) that are owned by, used by, issued to or licensed to Contributor, along with all of Contributor’s interest in income, royalties, damages and accounts which are statused by Seller on payments accrued, due or payable as of the Closing Date as bankruptor thereafter (including damages and payments for past, deceasedpresent or future infringements or misappropriations thereof, fraudthe right to ▇▇▇ and recover for past infringements or misappropriations thereof and any and all corresponding rights that, lost now or stolen or charged off (such status to hereafter, may be determined in a manner consistent with Seller's customary practice consistently applied), and secured throughout the credit card accounts identified in Schedule<0- 32>2.1(a), which is attached hereto and/or provided herewith and made a part hereof (which may, in the Seller's sole discretion, be in the form of a computer file or magnetic tape, which contains sufficient information to identify each account and respective Cardholder including name, address, social security number, account number, status codes, account balance and such other information as is mutually agreed upon by Purchaser and Seller, as identification of the respective Cardholdersworld) (collectively, the "Accounts"“Transferred Proprietary Rights”); (bvi) All unprocessed applications and preapproved offers outstanding on the Closing Date for Credit Cards other than those which if processed Property, Plant and accepted would result in an account associated with the BKB Relationship Credit Card Business or the BKB International Credit Card Business or with a Cardholder Equipment, all leasehold improvements and all machinery, equipment (including all vehicles, testing equipment and office equipment), fixtures, trade fixtures, computers and related software, and furniture located in Massachusettsany building, Rhode Islandoffice or other space, Connecticut or New Hampshire.including without limitation at the Ford City Real Property, the Verona Real Property, the Schenley Leased Real Property, the Schenley Owned Real Property and the Kittanning Real Property; (cvii) All except as provided in Section 2.1(b)(xv), all office supplies, production supplies and other rights supplies, spare parts, other miscellaneous supplies and other tangible property of any kind located in any building, office or other space leased, owned or occupied by Contributor or in any warehouse or other storage facility where any of Contributor’s properties and assets may be located; (viii) all prepayments, prepaid expenses and deposits; (ix) the AS400 Model 820 server located in Dallas, Texas and related owned, ancillary equipment, if any, and (to the business relationship between the Seller extent transferable) related software; (x) all claims, refunds, credits, causes of action, choices in action, rights of recovery and the Cardholders in their capacities as such, including rights of set-off of any kind; (xi) the right to offer ongoing Credit Card services to Cardholders receive and retain mail, payments of receivables and other communications; (xii) the right to offer ▇▇▇▇ and provide other receive payment for products and shipped or delivered and/or services on a non-exclusive basis to Cardholdersperformed but unbilled or unpaid as of the Closing; (dxiii) The right all lists, records and other information pertaining to direct the Seller accounts and referral sources; all lists, records and other information pertaining to transfer suppliers and customers; and all drawings, reports, studies, plans, books, ledgers, files and business and copies of its rights under the Designated Agreement to any other party at any time all accounting records of every kind (including all financial, business, sales and from time to time (without any further consideration being payable by the Company) provided that (i) the designee is legally capable of performing the obligations of the Seller thereundermarketing plans and information); in each case whether evidenced in writing, (ii) such designee expressly assumes the obligations of the Seller under the Designated Agreements and (iii) such designee expressly acknowl edges that its rights thereunder are subject toelectronic data, and that it is bound by, the BKB Purchase Agreements, the Assignment and Assumption and the Receivables Purchase Agreementcomputer software or otherwise; (exiv) Any all advertising, marketing and promotional materials, all archival materials and all books and records under the Seller's control relating solely to the Cardholders and the Accounts, including, without limitation, all Account applications, statements, records and correspondence and all customer lists and other information under the Seller's control relating solely to such Cardholders and such Accounts, whether in paper, microfilm, microfiche printed or magnetic tape formwritten materials; (fxv) The all permits, licenses, certifications, authorizations, approvals and similar rights of Seller under from all permitting, licensing, accrediting and certifying agencies, and the contracts rights to all data and agreements listed on Schedule 2.1(hrecords held by such agencies; (xvi) hereof, to the extent the same are assignable without breach of same or Seller has obtained any necessary consents to such assignment or Assumed Contracts; (xvii) all goodwill as otherwise may be transferred to the Companya going concern and all other intangible property; and (gxviii) The right to assignall other properties, license or designate to others any or all assets and rights owned by Contributor as of the foregoingClosing Date, or in which Contributor has an interest, and which are not otherwise Property, Plant and Equipment or LLC 2 Excluded Assets.