Common use of Included Assets Clause in Contracts

Included Assets. The Assets of the Business to be sold to Purchaser shall include, without limitation, the following assets, properties and rights of Seller as of the date hereof: (a) All machinery, equipment, business machines, vehicles, furniture, fixture, leasehold and building improvements and other tangible or intangible property of Seller including that listed on Schedule 1.2(a) hereto; (b) All right, title and interest of Seller in contracts, agreements and other instruments including those listed on Schedule 1.2(b) hereto; (c) All right, title and interest of Seller in customer contracts including those listed on Schedule 1.2(c) hereto; (d) All business licenses and permits of Seller including those listed on Schedule 1.2(d) hereto, except as otherwise provided in Section 1.3 hereof; (e) All customer lists, customer credit information, sales records, database information, invoice files and correspondence files of Seller used in or relating to the Business; (f) All right, title and interest of Seller in the software dedicated to or used in connection with the Business including that listed in Schedule 1.2(f) hereto; (g) All prepaid expenses of Seller related to the Business; and (h) All accounts receivable, notes receivable, deposits and advances of Seller as of the date hereof and arising after the date hereof which are related to Purchaser or any person controlling, controlled by or under common control with (hereinafter, an "Affiliate"), the Purchaser (including, without limitation, ITC, ITG and Intelco Europe (as such terms are defined below)), even if such accounts receivable relate to the provision by Seller of products or services prior to the date hereof.

Included Assets. The Assets of the Business to be sold to Purchaser shall include, without limitation, the following assets, properties and rights of Seller the Sellers used directly or indirectly in the conduct of, or generated by or constituting the Business: (i) all Contracts (as hereinafter defined) to which any one or more of the Sellers is a party all of which are described in SCHEDULE 1.1(A)(I) (collectively, the "ASSIGNED CONTRACTS"); (ii) all of the Sellers' rights in and to operating leases of personal property including vehicles, all of which are described in SCHEDULE 1.1(A)(II) (the "EQUIPMENT LEASES"), subject to the consents of lessors, if required; (iii) all of Sellers' interest in equipment material to the operation of the Business, all of which is described on SCHEDULE 1.1(A)(III) (the "OPERATING ASSETS"); (iv) all of the issued and outstanding stock of Hellums Vehicle Corporation, a Texas corporation (the "VEHICLE SUB S▇▇▇▇"), which, as of the date hereof: Closing Date, will own all of the vehicles of the Sellers (athe "VEHICLES") All machinery, equipment, business machines, vehicles, furniture, fixture, leasehold and building improvements and other tangible or intangible property all of Seller including that which are listed on Schedule 1.2(a) heretoin SCHEDULE 1.1(A)(IV); (bv) All rightall office furniture, title fixtures and interest of Seller in contractsequipment owned by the Sellers and all other equipment, agreements parts, materials, supplies, furniture and other instruments including those listed on Schedule 1.2(b) hereto; (c) All right, title and interest of Seller in customer contracts including those listed on Schedule 1.2(c) hereto; (d) All business licenses and permits of Seller including those listed on Schedule 1.2(d) hereto, except as otherwise provided in Section 1.3 hereof; (e) All customer lists, customer credit information, sales records, database information, invoice files and correspondence files of Seller used in or relating to fixtures owned by the Business; (f) All right, title and interest of Seller in the software dedicated to or used in connection with the Business including that listed in Schedule 1.2(f) hereto; (g) All prepaid expenses of Seller related to the Business; and (h) All accounts receivable, notes receivable, deposits and advances of Seller as of the date hereof and arising after the date hereof which are related to Purchaser or any person controlling, controlled by or under common control with (hereinafter, an "Affiliate"), the Purchaser (Sellers including, without limitation, ITCthe equipment, ITG furniture, fixtures, computers, servers, local area network systems, intranet systems, financial accounting equipment, and Intelco Europe systems described on SCHEDULE 1.1(A)(V) (collectively, the "EQUIPMENT"); (vi) all books, records, correspondence, files, plans and other documents and instruments of the Sellers, including but not limited to customer and supplier information and sales information relating to the Business or to the Assets (collectively, the "RECORDS") subject to a continuing right of the Sellers and the Seller Shareholders to access and copy the Records for tax reporting purposes; (vii) all other intangible and tangible personal property, all technologies, methods, formulations, data bases, trade secrets, customer lists, know-how, inventions and other intellectual property used in the Business or under development, and owned, leased or licensed by the Sellers, all of which is described on SCHEDULE 1.1(A)(VII) (collectively, the "PERSONAL PROPERTY"); (viii) all permits, authorizations, certificates, approvals, registrations, or other approvals and licenses granted by any federal, state, local or foreign court, arbitrator or administrative or Governmental Entity (as such terms hereinafter defined) in connection with the Business, which are defined belowdescribed on SCHEDULE 1.1(A)(VIII) (collectively, the "PERMITS") to the extent that they may be legally assigned by the Sellers; and (ix) all motor fuel and inventory on hand on the Closing Date, including without limitation, all motor fuel, oil, lubricants, drilling mud and other items of tangible personal property of similar character (collectively, the "FUEL AND INVENTORY"); (x) all other personal property not listed in this Section 1.1(a) or excluded by Section 1.1(b), even if such accounts receivable relate which is owned by any of the Seller or the Seller Shareholders and is reasonably necessary to operate the provision by Seller of products or services prior to the date hereofBusiness.

Included Assets. The Assets Property to be purchased and sold shall consist of the Business to be sold to Purchaser shall include, without limitation, the following assets, properties and rights described assets of Seller as related to and in any way used in the operation of the date hereof:Property at the Property Locations ("Included Assets"): (a) All machinery, equipment, business machines, vehicles, furniture, fixture, leasehold and building improvements and other tangible or intangible property all of Seller including that listed on Schedule 1.2(a) heretoSeller's merchandise inventory ("Inventory"); (b) All right, title and interest all of Seller in contracts, agreements and other instruments including those listed on Schedule 1.2(b) heretoSeller's leasehold improvements ("Leasehold Improvements"); (c) All right, title and interest all of Seller in customer contracts Seller's computer equipment but not including those listed on Schedule 1.2(c) heretothe GERS Data General computer ("Computer Equipment"); (d) All business licenses and permits all of Seller including those listed on Schedule 1.2(d) hereto, except as otherwise provided in Section 1.3 hereofSeller's office equipment ("Office Equipment"); (e) All customer lists, customer credit information, sales records, database information, invoice files and correspondence files all of Seller used in or relating to the BusinessSeller's warehouse equipment ("Warehouse Equipment"); (f) All right, title and interest all of Seller in the software dedicated to or used in connection with the Business including that listed in Schedule 1.2(f) heretoSeller's vehicles ("Vehicles"); (g) All all of Sellers prepaid expenses and deposits ("Prepaid Expenses"); (h) all cash on hand ("Cash on Hand") in each store location; (i) all sales written prior to Closing Date but to be delivered and booked after Closing Date ("Undelivered Sales"); (j) copies of all business records ("Business Records") relating to the Included Assets as may be requested by Buyer: Both parties will cooperate to the fullest extent in sharing historical financial and other business records of the Business according to the needs of each party; (k) customer lists, goodwill, slogans, logos, trademarks, service marks, tradenames (including without limitation the tradename "Webe▇▇'▇" ▇▇ther alone or in combinations with one or more other words in connection with the retail home furnishings or furniture business) and computer software (excluding software for the GERS Date General computer) used or held for use in the operation of the Business and the covenant not to compete of Seller related and the Shareholder described in Section 9.5 ("Intangible Assets"). Use of the name "Webe▇▇" ▇▇ Shareholder, by Shareholder d/b/a Webe▇▇ ▇▇▇perties, and by Seller in its corporate name as permitted pursuant to Section 9.5, is excluded. Rights to Seller's computer software shall be conveyed on a non-exclusive basis; (l) all of Seller's rights in all of the Businessleases, contracts and other agreements to be assumed by Buyer pursuant to Section 4 hereof; and (hm) All accounts receivableall transferable licenses, notes receivablepermits, deposits registrations and advances of Seller as authorizations issued by any governmental authority that are used in or necessary for the lawful operation of the date hereof and arising after the date hereof which are related to Purchaser or any person controlling, controlled Business as currently operated by or under common control with (hereinafter, an "Affiliate"), the Purchaser (including, without limitation, ITC, ITG and Intelco Europe (as such terms are defined below)), even if such accounts receivable relate to the provision by Seller of products or services prior to the date hereofSeller.

Included Assets. The Assets Property to be purchased and sold shall consist of the Business to be sold to Purchaser shall include, without limitation, the following assets, properties and rights described assets of Seller as related to and in any way used in the operation of the date hereof:Property at the Property Locations ("Included Assets"): (a) All machinery, equipment, business machines, vehicles, furniture, fixture, leasehold and building improvements and other tangible or intangible property all of Seller including that listed on Schedule 1.2(a) heretoSeller's merchandise inventory ("Inventory"); (b) All right, title and interest all of Seller in contracts, agreements and other instruments including those listed on Schedule 1.2(b) heretoSeller's leasehold improvements ("Leasehold Improvements"); (c) All right, title and interest all of Seller in customer contracts Seller's computer equipment but not including those listed on Schedule 1.2(c) heretothe GERS Data General computer ("Computer Equipment"); (d) All business licenses and permits all of Seller including those listed on Schedule 1.2(d) hereto, except as otherwise provided in Section 1.3 hereofSeller's office equipment ("Office Equipment"); (e) All customer lists, customer credit information, sales records, database information, invoice files and correspondence files all of Seller used in or relating to the BusinessSeller's warehouse equipment ("Warehouse Equipment"); (f) All right, title and interest all of Seller in the software dedicated to or used in connection with the Business including that listed in Schedule 1.2(f) heretoSeller's vehicles ("Vehicles"); (g) All all of Sellers prepaid expenses and deposits ("Prepaid Expenses"); (h) all cash on hand ("Cash on Hand") in each store location; (i) all sales written prior to Closing Date but to be delivered and booked after Closing Date ("Undelivered Sales"); (j) copies of all business records ("Business Records") relating to the Included Assets as may be requested by Buyer: Both parties will cooperate to the fullest extent in sharing historical financial and other business records of the Business according to the needs of each party; (k) customer lists, goodwill, slogans, logos, trademarks, service marks, tradenames (including without limitation the tradename "Webe▇▇'▇" ▇▇ther alone or in combinations with one or more other words in connection with the retail home furnishings or furniture business) and computer software (excluding software for the GERs Date General computer) used or held for use in the operation of the Business and the covenant not to compete of Seller related and the Shareholder described in Section 9.5 ("Intangible Assets"). Use of the name "Webe▇▇" ▇▇ Shareholder, by Shareholder d/b/a Webe▇▇ ▇▇▇perties, and by Seller in its corporate name as permitted pursuant to Section 9.5, is excluded. Rights to Seller's computer software shall be conveyed on a non-exclusive basis; (l) all of Seller's rights in all of the Businessleases, contracts and other agreements to be assumed by Buyer pursuant to Section 4 hereof; and (hm) All accounts receivableall transferable licenses, notes receivablepermits, deposits registrations and advances of Seller as authorizations issued by any governmental authority that are used in or necessary for the lawful operation of the date hereof and arising after the date hereof which are related to Purchaser or any person controlling, controlled Business as currently operated by or under common control with (hereinafter, an "Affiliate"), the Purchaser (including, without limitation, ITC, ITG and Intelco Europe (as such terms are defined below)), even if such accounts receivable relate to the provision by Seller of products or services prior to the date hereofSeller.

Included Assets. The Assets of the Business to be sold to Purchaser shall include, without limitation, the following assets, properties and rights of Seller as of used directly or indirectly in the date hereofconduct of, or generated by or constituting the Business: (ai) All machinery, equipment, business machines, vehicles, furniture, fixture, leasehold and building improvements and other tangible or intangible property all interests of Seller in all real properties that are owned by Seller and used primarily in connection with, or necessary to the operation of, the Business, including that listed on Schedule 1.2(abut not limited to the properties identified in SCHEDULE 1.1(a)(i), all of which will be owned at the Closing free and clear of all leases, liens or other encumbrances (the "FEE PROPERTIES") heretoexcept for Permitted Liens; (bii) All rightall of Seller's interests as lessee in all real property and offices leased or subleased to Seller, including but not limited to the properties identified in SCHEDULE 1.1(a)(ii) (the "LEASED PROPERTIES" and, together with the Fee Properties, the "REAL PROPERTIES"); (iii) all of Seller's rights, title and interest in and to the trade names, trademarks and service marks, and the goodwill, if any, associated therewith, to the extent transferable, whether or not the trade names, trademarks and service marks are the subject of Seller registration or applications for registration, including but not limited to those marks and names described in contracts, agreements and other instruments including those listed on Schedule 1.2(bSCHEDULE 1.1(a)(iii) hereto(the "TRADEMARKS"); (civ) All rightthose Contracts (as hereinafter defined), title and interest exclusive of all leases of personal property, to which Seller is a party described in customer contracts including those listed on Schedule 1.2(cSCHEDULE 1.1(a)(iv) hereto(collectively, the "ASSIGNED CONTRACTS"); (dv) All business licenses all of the issued and permits outstanding stock of Seller including those listed on Schedule 1.2(d▇▇▇▇▇▇ Vehicle Acquisition Corp. (the "SUB STOCK") heretowhich, except as otherwise provided of the Closing Date, will own all of the vehicles (the "VEHICLES") described in Section 1.3 hereofSCHEDULE 1.1(a)(v); (evi) All customer listsall of Seller's rights as lessee in and to operating leases of vehicles, customer credit informationall of which are described in SCHEDULE 1.1(a)(vi) (the "VEHICLE OPERATING LEASES"), sales records, database information, invoice files and correspondence files of Seller used in or relating subject to the Businessconsents of lessors, if required; provided however, if the parties are not able to obtain the lessors' consents, Purchaser shall prepay or refinance the amounts owing under the Vehicle Operating Leases and Seller shall take all such actions as may be necessary or appropriate to enable Purchaser to accomplish such prepayment or refinancing; (fvii) All rightall of Seller's rights in and to operating leases of personal property other than vehicles, title and interest all of Seller which are described in SCHEDULE 1.1(a)(vii) (the software dedicated "EQUIPMENT LEASES"), subject to or used in connection with the Business including that listed in Schedule 1.2(f) heretoconsents of lessors, if required; (gviii) All prepaid expenses of all office furniture, fixtures and equipment owned by Seller related to the Business; and (h) All accounts receivableand all other equipment, notes receivableparts, deposits materials, supplies, furniture and advances of fixtures owned by Seller as of the date hereof and arising after the date hereof which are related to Purchaser or any person controlling, controlled by or under common control with (hereinafter, an "Affiliate"), the Purchaser (including, without limitation, ITCthe equipment, ITG furniture, fixtures, computers, servers, local area network systems, intranet systems, financial accounting equipment, and Intelco Europe systems described on SCHEDULE 1.1(a)(viii) (collectively, the "EQUIPMENT"); (ix) all books, records, correspondence, files, plans and other documents and instruments of Seller, including customer information relating to the Business or to the Assets (collectively, the "RECORDS"); (x) all other intangible and tangible personal property, all technologies, methods, formulations, data bases, trade secrets, customer lists, know-how, inventions and other intellectual property used in the Business or under development, and owned, leased or licensed by Seller, all of which is described on SCHEDULE 1.1(a)(x) (collectively, the "PERSONAL PROPERTY"); (xi) all permits, authorizations, certificates, approvals, registrations, or other approvals and licenses granted by any federal, state, local or foreign court, arbitrator or administrative or Governmental Entity (as such terms hereinafter defined) in connection with the Business, which are defined belowdescribed on SCHEDULE 1.1(a)(xi) (collectively, the "PERMITS"); and (xii) all motor fuel and inventory on hand on the Closing Date, including without limitation, all motor fuel, oil, lubricants, drilling mud and other items of tangible personal property of similar character (collectively, the "FUEL AND INVENTORY"); (xiii) all of Seller's customers' accounts receivable relating to the Business in existence on the Closing Date, including but not limited to those listed on SCHEDULE 1.1(a)(xiii) (excluding those collected as of the Closing Date) (collectively, the "ACCOUNTS RECEIVABLE"); and (xiv) all other property, either real or personal, not listed in this Section 1.1(a) or excluded by Section 1.1(b), even if such accounts receivable relate which is owned by the Seller or Seller Stockholder and is reasonably necessary to operate the provision by Seller of products or services prior to the date hereofBusiness.

Included Assets. The Except as otherwise expressly set forth in Section 1.3 hereof, the Assets of the Business to be sold to Purchaser shall include, without limitation, the following assets, properties and rights of Seller as of the date hereof:Closing Date (as hereinafter defined): (a) All all accounts receivable, notes receivable and related instruments, prepaid expenses, deposits, sureties, advances, and credits of the Business; (b) all inventories, including finished products, work-in-process, raw materials, spare parts, replacement parts, component parts, stores and supplies, office supplies and other inventory items of the Business including, without limitation, such inventory (i) located on the Seller Real Property (as hereinafter defined), and (ii) located in the warehouse facility owned by Seller in Maplesville, Alabama (the "Maplesville Facility") (collectively, the "Inventory"); (c) all apparatus, machinery, equipment, business machines, computers, vehicles, furniture, fixturefixtures, leasehold and building improvements tools, dies, molds, parts, rolling stock, and other tangible or intangible personal property of Seller including that listed on Schedule 1.2(a) heretothe Business (together with the Inventory, collectively, the "Tangible Personal Property"); (bd) All unless not assigned pursuant to Section 2.7(b), all right, title and interest of Seller in contracts, agreements and other instruments including those listed on Schedule 1.2(b(i) hereto; the Material Contracts (cas hereinafter defined) All right, title and interest of Seller in customer contracts including those listed on Schedule 1.2(c) hereto; (d) All business licenses and permits of Seller including those listed identified on Schedule 1.2(d) heretoand (ii) all contracts (other than Material Contracts, except as otherwise provided whether written or oral) of the Business in Section 1.3 hereofthe ordinary course, including, without limitation, all purchase orders, and contracts with customers and suppliers (collectively, the "Assumed Contracts"); (e) All customer listsall real property identified as "Fee Parcels" on Schedule 1.2(e) (the "Fee Parcels") and Seller Sub I's leasehold estate in the real property located in Demopolis, customer credit information, sales records, database information, invoice files Alabama and correspondence files of Seller used in or relating identified as "Leasehold Parcels" on Schedule 1.2(e) (the "IDB Leasehold Parcel") pursuant to the Business; applicable leases described on Schedule 1.2(e) (fthe "IDB Leases") All right, title and interest of Seller in the software dedicated to or used in connection other "Leasehold Parcels" described on Schedule 1.2(e) (together with the Business including that listed in Schedule 1.2(f) hereto; (g) All prepaid expenses of Seller related to IDB Leasehold Parcel, the Business; and (h) All accounts receivable, notes receivable, deposits and advances of Seller as of the date hereof and arising after the date hereof which are related to Purchaser or any person controlling, controlled by or under common control with (hereinafter, an "AffiliateLeasehold Parcels"), the Purchaser (including, without limitation, ITCall easements and other rights appurtenant to the Fee Parcels and the Leasehold Parcels, ITG and Intelco Europe including, without limitation, all buildings, structures, fixtures and improvements located on the Fee Parcels and the Leasehold Parcels, but expressly excluding the "Excluded Mill Property" as defined in Section 5.20 (as collectively, the Fee Parcels, the Leasehold Parcels and such terms are defined below)improvements (but excluding the Excluded Mill Property), even if such accounts receivable relate to the provision by "Seller of products or services prior to the date hereof.Real Property");

Included Assets. The Assets of the Business to be sold to Purchaser shall include, without limitation, the following assets, properties and rights of Seller as of and Holdings used in the date hereof: (a) All machineryconduct of, equipment, business machines, vehicles, furniture, fixture, leasehold and building improvements and other tangible or intangible property of Seller including that listed on Schedule 1.2(a) hereto; (b) All right, title and interest of Seller in contracts, agreements and other instruments including those listed on Schedule 1.2(b) hereto; (c) All right, title and interest of Seller in customer contracts including those listed on Schedule 1.2(c) hereto; (d) All business licenses and permits of Seller including those listed on Schedule 1.2(d) heretogenerated by or constituting the Business, except as otherwise provided expressly excluded pursuant to Section 1.1(b): (i) all interests of Seller and Holdings in Section 1.3 hereofall real properties that are owned by Seller or Holdings and used primarily in connection with the Business which are identified in SCHEDULE 1.1(A)(I) (the "FEE PROPERTIES"); (eii) All all of Seller's and Holdings' interests as lessee in all real property and offices leased or subleased to Seller or Holdings and used primarily in connection with the Business, which are identified in SCHEDULE 1.1(A)(II) (the "LEASED PROPERTIES" and, together with the Fee Properties, the "REAL PROPERTIES"); (iii) those Contracts (as hereinafter defined), including purchase orders and noncompetition agreements, but exclusive of all leases of personal property, to which Seller or Holdings is a party described in SCHEDULE 1.1(A)(III), together with all Contracts that are entered into by Seller or Holdings as part of the Business in the ordinary course of business after the Effective Date and are not prohibited by this Agreement (collectively, the "HOLDINGS CONTRACTS"); (iv) all of Seller's and Holdings' rights in and to operating leases of personal property used primarily in connection with the Business other than vehicles, all of which are described in SCHEDULE 1.1(A)(IV), together with all such leases that are entered into by Seller or Holdings as part of the Business in the ordinary course of business after the Effective Date that are not prohibited by this Agreement (the "EQUIPMENT LEASES"), subject to the consents of lessors, if required; (v) all of Seller's rights in and to the vehicles identified in and subject to the vehicle leases listed on SCHEDULE 1.1(A)(V) (the "VEHICLE LEASES"); (vi) all office furniture, fixtures and equipment owned by Seller and Holdings and all other equipment, parts, materials, supplies, furniture and fixtures owned by Seller or Holdings, in either case used primarily in connection with the Business including, without limitation, the equipment, furniture, fixtures, computers, servers, local area network systems, intranet systems, electronic mail and financial accounting equipment, software and systems described on SCHEDULE 1.1(A)(VI) (collectively, the "EQUIPMENT"); (vii) except for materials relating to Excluded Assets, litigation, Employee Benefit Plans, and other matters not constituting part of the Assets, originals or (at Seller's election) copies of all books, records, correspondence, files, plans and other documents and instruments of Seller or Holdings used primarily in connection with the Business, including software, financial and accounting systems and records, information technology systems and management information systems, and customer files related to the Business or to the Assets (collectively, the "RECORDS"); (viii) all other intangible and tangible personal property, all technologies, methods, formulations, data bases, trade secrets, customer lists, customer credit informationknow-how, sales records, database information, invoice files inventions and correspondence files of Seller other intellectual property used primarily in connection with the Business or relating to under development for use primarily in connection with the Business, and owned, leased or licensed by Seller or Holdings (collectively, the "PERSONAL PROPERTY"); (fix) All rightany and all permits, title authorizations, certificates, approvals, registrations, or other approvals and interest of Seller licenses granted by any federal, state, local or foreign court, arbitrator or administrative or Governmental Entity (as hereinafter defined) in connection with the software dedicated Business to or the extent transferrable (collectively, the "PERMITS"); (x) all motor fuel and inventory on hand on the Closing Date used in connection with the Business Business, including that listed in Schedule 1.2(f) hereto; without limitation, all motor fuel, oil, lubricants, drilling mud and other items of tangible personal property of similar character (g) All prepaid expenses of Seller related to collectively, the Business"FUEL AND INVENTORY"); and (hxi) All accounts receivable, notes receivable, deposits and advances of Seller as all of the date hereof corporate books and arising after the date hereof which are related to Purchaser or any person controlling, controlled by or under common control with (hereinafter, an "Affiliate"), the Purchaser (including, without limitation, ITC, ITG and Intelco Europe (as such terms are defined below)), even if such accounts receivable relate to the provision by Seller records of products or services prior to the date hereofHoldings.