Such Transferred Assets include Sample Clauses

Such Transferred Assets include. (i) all owned real property, leaseholds and other interests in real property of Seller listed in Schedule 3.07(a) and Schedule 3.07(b), in each case together with Seller’s right, title and interest in, to and under all buildings, improvements and fixtures thereon and all other appurtenances thereto (the “Transferred Real Property”); (ii) all raw materials, work-in-process, finished goods on consignment pursuant to vendor managed inventory arrangements, and finished goods completed in the ninety (90) days prior to the Closing Date and products, supplies, and other inventories (“Inventory”) of Seller that as of the close of business on the Closing Date are located on the Transferred Real Property and all other Inventory owned by Seller as of the close of business on the Closing Date, in each case that is used or held for use primarily in the operation or conduct of the Business (the “Transferred Inventory”); (iii) all other tangible personal property and interests therein, including all machinery, equipment, furniture, furnishings and vehicles, and spare parts therefor, of Seller that is used or held for use primarily in the operation or conduct of the Business (the “Transferred Equipment”); (iv) all patents (including all reissues, divisions, continuations and extensions thereof), patent applications, patent rights, trademarks, trademark registrations, trademark applications, servicemarks, trade names, business names, brand names, copyrights, copyright registrations, designs, design registrations, and all rights to any of the foregoing (collectively, the “Intellectual Property”), in each case listed on Schedule 3.08(a) (the “Transferred Intellectual Property”); (v) all trade secrets, inventions, know-how, formulae, processes, procedures, research records, records of inventions, test information, market surveys and marketing know-how (“Technology”) owned by Seller that are used or held for use primarily in the operation or conduct of the Business (the “Transferred Technology”); (vi) all permits, licenses, franchises, approvals or authorizations from any Governmental Entity (as defined in Section 3.03) (“Permits”) issued to Seller that are used or held for use solely in the operation or conduct of the Business to the extent such Permits are transferable (the “Transferred Permits”); (vii) all written contracts, leases, subleases, licenses, indentures, agreements, commitments and all other legally binding instruments (“Contracts”) to which Seller is a party or ...