Common use of Purchase and Sale of the Assets Clause in Contracts

Purchase and Sale of the Assets. Upon and subject to the terms and conditions of this Agreement, Seller agrees to sell, transfer, convey, assign and deliver to Buyer, and Buyer agrees to purchase from Seller, as of the Closing Date all of such Seller’s right, title, and interest in and to all of the following assets (except for the Excluded Assets), which are used or employed, in whole or in part, in the Business: (a) Owned Real Property and Leased Real Property; (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, and dies), except for those used in the non-Seller portion of the Office Building listed on Schedule 2.1.1; (c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”); (e) agreements, contracts, instruments, Encumbrances, and guaranties other than the Assumed Leases listed on Schedule 2.1.3, and rights thereunder (the “Assumed Contracts”); (f) accounts, notes, and other receivables (including the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); (g) securities (excluding the equity securities in Seller); (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; (i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities, except for those which by Law are not transferable and except for those relating to the Excluded Assets (together, the “Permits”); (j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, telephone and telefax numbers, all listings in all telephone books and directories, Seller’s webpage and web address, except for those relating to the Excluded Assets or Excluded Liabilities; (k) cash and cash equivalents, except for the Retained Seller Cash; (l) all of Seller’s accounts and customer lists relevant to all of Seller’s sites (for the avoidance of doubt, including all customers relevant to the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”).

Purchase and Sale of the Assets. Upon Seller hereby grants, sells, ------------------------------- conveys, assigns and subject delivers, and Purchaser hereby purchases, effective as of the close of business on the date set forth above, the following assets of Seller used in the Business (collectively, the "Assets"):(a) all of the office furniture, fixtures, equipment and office supplies of Seller, including the personal property of Seller set forth on Exhibit A attached hereto and incorporated herein by reference; (b) all of Seller's goodwill, customer, client, supplier and vendor lists, and other general intangibles; (c) the right to the terms exclusive use of the name "Rocca Reporting Service," and conditions all variations thereof, (d) Seller's current telephone number; (e) the lease agreement dated September 1, 1996, executed by Xxxx-Xxxxxxx Management, as lessor, and Seller, as lessee, covering Seller's offices at the address set forth above, expiring August 31, 1997; and (f) the other leases set forth on Exhibit B. Seller shall retain all of its accounts receivable and accounts payable, and, except for the obligations of Seller under the agreements set forth in Subsections 1(e) and 1(f) above (collectively, the "Assumed Agreements"), Purchaser is not assuming any indebtedness or other duty, liability or obligation of Seller in connection herewith. Contemporaneously with the execution of this Agreement, (a) Purchaser and Seller agrees shall enter into an Employment Agreement which shall be in form and content acceptable to sell, transfer, convey, assign and deliver to Buyerthe Parties, and Buyer agrees (b) Seller shall (i) deliver duly executed releases or termination statements with respect to purchase from all liens covering the Assets, and (ii) pay all of Seller's outstanding liabilities and obligations, all of which are set forth by creditor and amount as of the Closing Date all of such Seller’s right, title, date hereof and interest in and to all of the following assets (except for the Excluded Assets), which are used or employed, in whole or in part, in the Business: (a) Owned Real Property and Leased Real Property; (b) tangible personal property (such as machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, furniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, and dies), except for those used in the non-Seller portion of the Office Building listed on Schedule 2.1.1; (c) Intellectual Property; (d) leases and subleases listed on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”); (e) agreements, contracts, instruments, Encumbrances, and guaranties other than the Assumed Leases listed on Schedule 2.1.3, and rights thereunder (the “Assumed Contracts”); (f) accounts, notes, and other receivables (including the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); (g) securities (excluding the equity securities in Seller); (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; (i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities, except for those which by Law are not transferable and except for those relating to the Excluded Assets (together, the “Permits”); (j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials, telephone and telefax numbers, all listings in all telephone books and directories, Seller’s webpage and web address, except for those relating to the Excluded Assets or Excluded Liabilities; (k) cash and cash equivalents, except for the Retained Seller Cash; (l) all of Seller’s accounts 's accounts, on Exhibit C. Seller shall from time to time after the date hereof, without further consideration, execute and customer lists relevant deliver such other instruments of transfer, conveyance and assignment, and shall take such other action as Purchaser may reasonably request, to all more effectively transfer, convey and assign to and vest in Purchaser, and to put Purchaser in actual possession and control of, each of Seller’s sites (for the avoidance of doubt, including all customers relevant to the sites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, not including the Excluded Assets, referred to as the “Assets”).