Common use of Acquired Assets Clause in Contracts

Acquired Assets. On and subject to the terms and conditions of this Agreement, at the Closing (as defined in Section 2.2), the Buyer shall purchase from the Sellers, and each of the Sellers shall sell, transfer, assign, convey and deliver to the Buyer, all right, title and interest in and to all of the assets, business, goodwill and rights of the Business held by such Seller (collectively the "Acquired Assets"), as the same shall exist immediately prior to the Closing (the Effective Date as specified in clause (m), (n) and (o) below), free and clear of all liens, claims and encumbrances, including, without limitation, all right, tittxx xxx interest of each of the Sellers, if any, in, to and under the following assets: (a) all inventories of spare parts, work-in-process, raw materials, finished products, supplies, shipping containers and other materials used in the Business, including, without limitation, inventory located at Sellers' warehouse, field locations, customer sites and consigned to vendors as well as the items of inventory listed on Schedule 1.1 (a) hereto (the "Inventory"); (b) all machinery, equipment, vehicles, furniture, fixtures, office equipment, test equipment, tools and other items of tangible personal property used in the Business, including, without limitation, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) (the "Fixed Assets"); (c) all written and oral (i) service contracts, maintenance contracts and other contracts and agreements with customers of the Business, (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts"); (d) subject to Section 6.9, all land, buildings, improvements and fixtures located at 6422 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxx Xxxxxx, Xxlahoma (the "Tulsa Facility"); (e) subject to Section 6.10, the November Billxxxx (xx herein defined); (f) all software, operating systems, dispatch systems and accounting systems developed or transferable by the Sellers and used in the Business; (g) all rights under any liability insurance policies with respect to claims made against the Buyer with respect to events occurring prior to the Closing and all rights under any casualty insurance policies with respect to the Acquired Assets or any assets that, but for a casualty loss, would be Acquired Assets;

Acquired Assets. On and subject to the terms and conditions of this AgreementExcept as otherwise specifically provided for herein, at the Closing, and with effect as of 6:00 p.m. (the "Effective Time") on the Closing (as defined in Section 2.2)Date, the Buyer shall purchase from the Sellers, and each of the Sellers Seller shall sell, transfer, assign, convey and deliver assign to the BuyerPurchaser and the Purchaser shall purchase, accept and acquire all of the Seller's right, title and interest in and to all of the business, assets, business, goodwill properties and rights intellectual property of the Business held by such Seller Seller, other than the Excluded Assets (collectively the "Acquired Assets"as defined below), as wheresoever situate (whether within the same shall exist immediately prior to the Closing (the Effective Date as specified in clause (mProvince of Quebec or otherwise), (ncollectively, the "Assets") and including, without limitation, the following: (oa) below), free and clear the full benefit of all lienscontracts, claims including leases of movable property and encumbrancesequipment, licence agreements, undertakings and commitments of any nature, written or oral, to which the Seller is entitled or is a party (the "Contracts"), including, without limitation: (i) all outstanding proposals for maintenance or repair services submitted by the Seller to any of its customers, (ii) all rightunfilled purchase orders/requests or commitments for services received by the Seller, tittxx xxx interest of each of (iii) all restrictive agreements and negative covenant agreements that the SellersSeller may have with its employees, if anypast and present, in, to and under (iv) the following assets:Material Contracts ; (ab) all inventories of inventories, finished goods, materials and supplies, spare parts, work-in-process, raw materials, finished products, supplies, shipping containers progress and other materials used in maintenance items of the BusinessSeller, including, without limitation, inventory located at Sellers' warehousethose items listed in Schedule 1.1(b) (collectively, field locations, customer sites and consigned to vendors as well as the items of inventory listed on Schedule 1.1 (a) hereto (the "Inventory"); (bc) all machinerymovable property and equipment and interests therein of the Seller, equipmentincluding, vehiclesbut not limited to, all furniture, furnishings, prototypes, fixtures, computers, office equipment (including word processing, accounting, communication and reproduction equipment), tools, test equipment, tools equipment and other items of tangible personal property used in the Business, training equipment including, without limitation, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as movable property and equipment listed in Schedule 1.1(b) (the "Fixed Assets"); (c) all written and oral (i) service contracts, maintenance contracts and other contracts and agreements with customers of the Business, (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts"); (d) subject to Section 6.9, all land, buildings, improvements and fixtures located at 6422 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxx Xxxxxx, Xxlahoma (the "Tulsa Facility"); (e) subject to Section 6.10, the November Billxxxx (xx herein defined); (f) all software, operating systems, dispatch systems and accounting systems developed or transferable by the Sellers and used in the Business; (g) all rights under any liability insurance policies with respect to claims made against the Buyer with respect to events occurring prior to the Closing and all rights under any casualty insurance policies with respect to the Acquired Assets or any assets that, but for a casualty loss, would be Acquired Assets;1.1

Acquired Assets. On and subject Subject to the terms and conditions of this Agreement, at on the Closing Date (as defined in Section 2.2such term is hereinafter defined), the Buyer shall purchase from the Sellers, and each of the Sellers Seller shall sell, transfer, assign, convey transfer and deliver to the Buyer, all rightand the Buyer shall purchase and receive from the Seller, title and interest in and to all of the assets, business, goodwill and rights of the Business held by such Seller (collectively the "Acquired Assets"), as the same shall exist immediately prior to the Closing (the Effective Date as specified in clause (m), (n) and (o) below), free and clear of all liens, claims and encumbrances, including, without limitationbut not limited to, all right, tittxx xxx interest of each of the Sellers, if any, in, to and under the following assetsfollowing: (a) all inventories All items of spare partstangible fixed assets, work-in-processfurniture, raw materialsfixtures, finished productsmachinery, suppliesequipment, shipping containers computers, computer systems and other materials vehicles of CCC and Connectsoft which are used in the Businessoperation of the Businesses, including, without limitation, inventory located at Sellers' warehouse, field locations, customer sites and consigned to vendors as well as the items of inventory listed which are set forth on Schedule 1.1 (a) hereto (the "Inventory"); (b) all machinerycollectively, equipment, vehicles, furniture, fixtures, office equipment, test equipment, tools and other items of tangible personal property used in the Business, including, without limitation, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) (the "Fixed Assets"), all of which are presently held by CCC other than the CNOC, which is presently held by Connectsoft; (b) All inventory and supplies of the Seller; (c) all written and oral (i) service contractsAll trade names, maintenance contracts trademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and other contracts such knowledge and agreements with customers information constituting the "know how" of the Business, (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts")Seller; (d) subject to Section 6.9, all land, buildings, improvements The goodwill of the Businesses and fixtures located at 6422 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxx Xxxxxx, Xxlahoma (the "Tulsa Facility"); their value as going concerns; (e) subject to Section 6.10To the extent assignable, all licenses and permits of the November Billxxxx (xx herein defined); Seller; (f) all softwareAll books, operating systemsrecords, dispatch systems printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence and accounting systems developed or transferable by memoranda of the Sellers and used in the Business;Seller; and (g) all All other rights under and assets of any liability insurance policies with respect kind, tangible or intangible, of the Seller (including the Material Contracts listed on Schedule 5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether or not reflected in their internal financial statements or on their books and records. On the Closing Date, the Seller shall execute and deliver to claims made against the Buyer with a xxxx of sale in respect to events occurring prior to of the Closing Assets, all in the form of Exhibit A annexed hereto and all rights under any casualty insurance policies with respect to the Acquired Assets or any assets that, but for made a casualty loss, would be Acquired Assets;part hereof.

Acquired Assets. On and subject Subject to the terms and conditions of set forth in this Agreement, at the Closing (as defined referred to in Section 2.2)3 hereof, the Buyer shall purchase from the Sellers, and each of the Sellers Seller shall sell, transfer, assign, convey transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of, free and clear of all Encumbrances, all of Seller’s right, title and interest in all of the assets (other than the Excluded Assets specified in Section 1.2) of the Seller used in or related to the Business (all of which assets are hereinafter referred to collectively as the “Acquired Assets”), including without limitation the following assets: a) all products marketed, licensed, developed or sold by the Seller, including, without limitation, those set forth on Schedule 1.1(a) (the “Products”); b) all trademarks, service marks, trade names, business and doing business names, slogans, logos, trade dress, internet domain names and other similar designations of source or origin, together with all goodwill, registrations and applications related to the foregoing; all mask works rights and trade secrets and other confidential information, technology, know-how, proprietary processes, products, formulae, algorithms, models, and methodologies; all patents, technical information, engineering and technical data, unpatented inventions, discoveries, research and development data, designs, techniques, drawings, plans and specifications, utility, models, test procedures and industrial design registrations or applications (including without limitation any continuations, divisionals, continuations-in-part, provisionals, renewals, reissues, re-examinations and applications for any of the foregoing); all copyrights and copyrightable subject matter (including without limitation any registration and applications for any of the foregoing); and Software as developed or currently being developed (collectively, the “Intellectual Property”), in each case in which the Seller has a proprietary interest, whether such Intellectual Property is owned or licensed (as licensor or licensee) by the Seller, including, without limitation, the Intellectual Property listed on Schedule 1.1(b); A/72217637.12 c) all relationships or arrangements of the Seller with its customers for the provision of products (including, without limitation, the Products) or services, all customer and supplier lists and information, including contact persons and contact information, and all records and databases relating to the Seller’s customers; d) the subscriptions, agreements, contracts and purchase orders listed on Schedule 1.1(d) (which schedule shall include, without limitation, all subscriptions, agreements, contracts and purchase orders relating to the customers of Seller (collectively, the “Transferred Contracts”), and all claims or causes of action arising under or in connection therewith (including all benefits and rights under all open purchase orders and/or sales contracts respecting sales to customers of the Business); e) all inventory, including, without limitation, the inventory set forth on Schedule 1.1(e), work in process, raw materials, labeling and packaging materials, finished goods, parts and supplies used or held for use in the conduct of the Business, including, without limitation, those relating to the Products (the “Inventories”); f) all plants, fixtures, machinery, installations, furniture, equipment, tools, personal computers (other than the two (2) laptop computers currently used by each of Messrs. Xxxxxx Xxxx and Xxxxxxx Xxxxxxx), computer systems, computer hardware, manufacturing tables and other tangible personal property owned by the Seller and used or held for use in connection with the Business (the “Equipment”), including, without limitation, that set forth on Schedule 1.1(f); g) any and all of the trade accounts receivable, notes receivable and miscellaneous receivables of the Business (collectively, the “Accounts Receivable”), other than the Retained Accounts Receivable except as provided in Section 6.7; h) all rights of the Seller, if any, under any non-compete, nonsolicitation, nondisclosure or similar contract between the Seller on the one hand, and other persons or entities (including former and present employees, customers and vendors), on the other hand, relating to the Business; i) all potential and existing claims or causes of action, if any, of the Seller against any person or entity arising out of or related to the operation of Business (other than claims and causes of action arising out of or related to the Excluded Assets); j) all books, records and ledgers related to the operation of the Business, all product descriptions and configurations, cost and pricing information, business plans, quality control records and manuals, bills of material and manufacturing documentation, blueprints, research and development files, employment and personnel records of the Transferred Employees and all other records of the Seller related to or used in the operation of the Business other than those included in the Excluded Assets; k) all advertising or promotional materials of the Seller to the extent related to the other Acquired Assets; A/72217637.12 l) all manufacturer’s warranties to the extent related to the Acquired Assets and all claims under such warranties; m) all rights to the telephone numbers (and related directory listings) used by the Seller; n) all of the Seller’s transferable rights under the licenses, permits and approvals, both governmental and private, described on Schedule 1.1(n) hereto (collectively, the “Permits”); o) all of the Seller’s title to, interest in and rights under the leases of personal property described on Schedule 1.1(o) hereto (the “Personal Property Leases”); p) all of the Seller’s title to, interest in and rights under the lease of real property described on Schedule 1.1(p) hereto (the “Real Estate Lease”); q) all Intellectual Property which the Seller is licensed or authorized by others to use in connection with the Business (the “Licensed Intellectual Property”); r) all of the Seller’s rights under the insurance policies listed on Schedule 4.16; s) all of the Seller’s right, title and interest in and to its site on the World Wide Web; and t) all of the assets, business, goodwill and Seller’s rights of the Business held by such Seller (collectively the "Acquired Assets"), as the same shall exist immediately prior to the Closing (the Effective Date as specified in clause (m), (n) and (o) below), free and clear of all liens, claims and encumbrances, including, without limitation, all right, tittxx xxx interest of each of the Sellers, if any, in, to and under the following assets: (a) all inventories of spare parts, work-in-process, raw materials, finished products, supplies, shipping containers and other materials used in the Business, including, without limitation, inventory located at Sellers' warehouse, field locations, customer sites and consigned to vendors as well as the items of inventory listed on Schedule 1.1 (a) hereto (the "Inventory"); (b) all machinery, equipment, vehicles, furniture, fixtures, office equipment, test equipment, tools and other items of tangible personal property used in the Business, including, without limitation, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) (the "Fixed Assets"); (c) all written and oral (i) service contracts, maintenance contracts and other contracts and agreements with customers of the Business, (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts"); (d) subject to Section 6.9, all land, buildings, improvements and fixtures located at 6422 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxx Xxxxxx, Xxlahoma (the "Tulsa Facility"); (e) subject to Section 6.10, the November Billxxxx (xx herein defined); (f) all software, operating systems, dispatch systems and accounting systems developed or transferable by the Sellers and used in the Business; (g) all rights under any liability insurance policies with respect to claims made against the Buyer with respect to events occurring prior to the Closing and all rights under any casualty insurance policies with respect to the Acquired Assets or any assets that, but for a casualty loss, would be Acquired Assets;employees described on Schedule 1.1(t).

Acquired Assets. On The Sellers agree to and subject will transfer, convey, assign and deliver to the terms and conditions of this Agreement, Purchaser at the Closing (as defined in Section 2.2), the Buyer shall purchase from the Sellers, and each of the Sellers shall sell, transfer, assign, convey and deliver to the Buyer, all right, title and interest in and to all of the assets, business, goodwill and rights of the Business held by such Seller (collectively the "Acquired Assets"), as the same shall exist immediately prior to the Closing (the Effective Date as specified in clause (m), (n) and (o) belowhereinafter defined), free and clear of all liens, claims and encumbrancesencumbrances of any kind whatsoever (except those which the Purchaser has expressly agreed to assume in Subsection 1.3(a)(2) and (3) or Section 1.5 hereof), all right, title and interest in all assets of the Sellers of every nature and kind (tangible and intangible, real, personal and mixed), including all property acquired between the date hereof and Closing, other than the Excluded Assets (as hereinafter defined), which assets are hereinafter collectively referred to as the "Acquired Assets" and including, without limitation, all right, tittxx xxx interest of each of the Sellers, if any, in, to and under the following assetsfollowing: (a) all inventories of spare partsmachinery, work-in-processequipment, raw materialsleasehold improvements, finished productsconstruction in progress, suppliesfurniture and fixtures, shipping containers trucks, vehicles, refuse containers, computer hardware and software and 2 other operating assets owned or leased by the Sellers, and other materials used in the Business, including, tangible property (other than Supplies) including without limitation, inventory located at Sellers' warehouse, field locations, customer sites and consigned to vendors as well as the items of inventory listed limitation those assets identified on Schedule 1.1 (a) hereto (the "InventoryOperating Assets"); (b) all machinery, equipment, vehicles, furniture, fixtures, office equipment, test equipment, tools and other items supplies of tangible personal property used in the BusinessSellers, including, without limitation, the items comprising the $1,937,000 net book value as shop tools and equipment, supplies of July 31fuel, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) lubricants, tires, spare parts, office equipment and supplies and other consumable materials, products, and supplies and inventories (the "Fixed AssetsSupplies"); (c) all written right, title and oral interest in the commercial, industrial and residential customer accounts, and construction and demolition customer accounts (iwhich shall be grouped in an individual category) service contracts, maintenance contracts and other contracts and agreements with rights to provide services to customers of the BusinessSellers, (iiincluding without limitation those identified on Schedule 1.1(c) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer ContractsAccounts"); (d) subject all right, title and interest in Sellers in all contracts relating to Section 6.9Customer Accounts, and all landother contracts, buildingspersonal property leases, improvements agreements, insurance contracts, performance bonds, commitments and fixtures located at 6422 Xxxx 00xx Xxxxxxunderstandings (oral or written) to which any Seller is a party, Xxxxx, Xxxxx Xxxxxx, Xxlahoma including without limitation those listed on Schedule 2.9 (the contracts described in this Section 1.1(d), along with the Leased Real Property lease, being collectively the "Tulsa FacilityContracts"); (e) subject all of the Sellers' permits, licenses, governmental approvals and authorizations, franchises and franchise rights, patents, trademarks, service marks, copyrights (and all registrations, applications and other rights associated with the foregoing, including the right to Section 6.10sue xxx past infringement), the November Billxxxx (xx herein definedtrade names, corporate names, telephone and telecopy numbers and directory listings, designs, plans, trade secrets, inventions, procedures, research, processes, know how, customer relationships, rights to employ Sellers' employees and other proprietary rights and intellectual property, including without limitation those identified on Schedule 1.1(e); (f) all softwareoperating data, operating systemsbooks, dispatch systems files, documents and records of the Sellers, including without limitation customer lists, personnel files, financial, accounting systems developed or transferable by and credit records, marketing information, warranties, advertising materials and brochures, correspondence, budgets and other similar documents and records (the Sellers and used in the Business"Records"); (g) all rights under any liability insurance policies with respect to claims made against of the Buyer with respect to events occurring prior Sellers' right, title and interest in and to the Closing and all rights under any casualty insurance policies with respect leased real property (the "Leased Real Property") including, but not limited to the Acquired Assets property identified on Schedule 2.4 (collectively, the "Leased Real Property"); (h) all accounts receivable of Russxxx Xxxxx Xxxpany as of the Closing Date which arise from the delivery of services or sale of goods by Russxxx Xxxxx Xxxpany in the ordinary course of operation of the Business as conducted by such Company, as determined in accordance with generally accepted accounting principles ("Accounts Receivable"); and (i) all other known and unknown, liquidated or unliquidated, contingent or fixed rights, choses in action or causes of action of every nature and kind which the Sellers have or may have against any assets thatthird party, but for a casualty lossincluding without limitation all advance payments, would be Acquired Assets;deposits and other prepaid items, security deposits and credits, rights of offset, defenses, judgments, claims and

Acquired Assets. On the terms and subject to the terms and conditions of set forth in this Agreement, at the Closing (as defined in Section 2.2)Closing, the Buyer shall purchase from the Sellers, and each of the Sellers Seller shall sell, assign, transfer, assign, convey and deliver to the Buyer, free and clear of all security, interests, pledges, mortgages, liens, claims, charges, encumbrances easements, encroachments, leases, licenses, options, purchase rights, any other right of a third party, adverse claims of ownership or use, restrictions on transfer (including, without limitation, a right of first refusal or offer or other similar right), restrictions on use or any other contractual limitation of any kind or nature, defects of title, or other encumbrances of any kind or nature (each and any of the foregoing, a “Lien”), of any kind or nature whatsoever, except as otherwise expressly provided in this Agreement, and Buyer shall purchase and accept from the Seller all of the Seller’s, right, title and interest in and to the following (hereinafter the “Acquired Assets”): (a) All copies of all current and previous versions of the assetsSoftware and Documentation listed in Section I of Exhibit A attached hereto, businessand any software, goodwill in Source Code and rights Object Code form, from which any of the Business held by such Seller foregoing is derived (collectively the "Acquired Assets")“Products”) including without limitation, all documentation for or relating to the Products, as well as the same shall exist immediately prior to coding, bugs and fixes capability, design, planned enhancements, data dictionaries, database data, and database design for the Closing (the Effective Date as specified in clause (m)Products, (n) and (o) below), free and clear of all liens, claims and encumbrances, also including, without limitation, all rightoperator, tittxx xxx interest of each of the Sellerstechnical, if anyand user manuals, in, to and under the following assets: (a) all inventories of spare parts, work-in-process, raw training materials, finished productstesting materials, suppliesproblem reports, shipping containers guides, listings, specifications and other materials used for use in connection with the Business, including, without limitation, inventory located at Sellers' warehouse, field locations, customer sites and consigned to vendors as well as Products or any version enhancement of the items of inventory listed on Schedule 1.1 (a) hereto (the "Inventory");Products; and (b) all machineryAll of Seller’s right, equipmenttitle and interest in and to (i) the Intellectual Property of and pertaining to the Software and Documentation including the trademarks listed in Section II of Exhibit A, vehicles, furniture, fixtures, office equipment, test equipment, tools and other items (ii) the Intellectual Property of tangible personal property used in and pertaining to the Business, including, without limitationBNMS Product (collectively, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) (the "Fixed Assets"“Transferred Intellectual Property”); (c) All of Seller’s right, title and interest in and to the patent applications listed in Section III of Exhibit A hereto (including all written intellectual property that is the subject of such application), and oral all divisions, continuations and continuations in part (ito the extent they include the subject matter disclosed in such applications) service contracts, maintenance contracts reissues and other contracts and agreements with customers any foreign counterparts of any of the Business, foregoing (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts"“Patent Applications”);; and (d) subject All rights to Section 6.9past damages for infringement or violation of any rights described in (a), all land(b), buildings, improvements and fixtures located at 6422 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxx Xxxxxx, Xxlahoma (the "Tulsa Facility");c) above. (e) subject to Section 6.10To the extent transferable, all of Seller’s rights under licenses between Seller and third parties for components of the November Billxxxx Software and Documentation provided by third parties (xx herein definedthe “Third Party Licenses”), including, but not limited to, components which are, as the case may be, incorporated in, used by, or necessary for the proper creation and operation of the Software and Documentation (the “Third Party Components”); (f) To the extent transferable, all softwaremedia held in Seller’s possession which store the distribution versions of Third Party Components of the Software and Documentation, operating systems, dispatch systems and accounting systems developed or transferable by the Sellers and used in the Businessall third party documentation related thereto; (g) All guarantees, warranties, indemnities and similar rights in favor of Seller, and, to the extent transferable, all rights proceeds under any liability insurance policies (and if not transferable, cash equivalent to the amount of all such proceeds), with respect to claims made against the Buyer with respect to events occurring prior any Asset; (h) All marketing and promotional materials and supplies, all prospect lists, packaging materials, artwork for packaging and marketing and promotional materials, work in process and inventories of Seller, to the Closing and all rights under any casualty insurance policies with respect extent relating to the Acquired Assets Software or Documentation; (i) All of Seller’s rights to causes of action, lawsuits, judgments, claims and demands of any assets thatnature available to or being pursued by Seller to the extent such items relate to the ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise; (j) All of Seller’s technical and internal documentation, system and design documents, flowcharts, information, files, correspondence, records, data, plans, recorded knowledge, and vendor lists to the extent such items relate to the development of the Software or Documentation; (k) Copies of all of the following items relating to the Software and Documentation: books; payment records; accounts; databases; customer lists; Third Party Licenses; correspondence; employment contracts; independent contractor contracts; and other useful business records, including electronic media, and any confidential or other information which has been reduced to written, graphic, electronic or other tangible media, pertaining to or utilized in the conduct of business related to the Software, subject in each case to Seller’s right to retain originals and copies thereof which Seller reasonably requires for its ongoing operation and winding-up of operations related to the Software (but which Seller may not disclose or convey to any third party except for Seller’s agents, attorneys and accountants who have a casualty lossneed to know); and, (l) The goodwill associated with the Software, would be Acquired Assets;with the Documentation, and with Seller’s trademarks, service marks, and trade names pertaining to the Software or Documentation.

Acquired Assets. On and subject Subject to the terms and conditions of this AgreementAgreement --------------- and in reliance on the representation, at warranties and agreements set forth herein, effective as of 11:59 p.m. on March 31, 1998 (the "Closing (as defined in Section 2.2Date"), the Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from the Sellers, and each Seller all of the Sellers shall sell, transfer, assign, convey and deliver to the Buyer, all Seller's right, title and interest in and to all of the assetsassets of Seller of every kind, businesstangible and intangible, goodwill wherever located, excepting only those assets specifically excluded in Section 1.2 hereof, and rights of the Business held by such Seller (collectively the "Acquired Assets"), as the same shall exist immediately prior to the Closing (the Effective Date as specified in clause (m), (n) and (o) below), free and clear of all liens, claims and encumbrances, including, without limitation, all right, tittxx xxx interest of each of the Sellers, if any, in, to and under the following assets: (a) the office furniture and equipment, computers, leasehold improvements, and deposits pursuant to equipment leases, all inventories of spare partsas listed in Schedule 1.1 A; (b) all computer software owned by Seller and Seller's interest in any other computer software licensed by it from others; (c) all office supplies; (d) the client agreements, work-in-processpurchase orders, raw materialsrequest, finished productsrequirements, suppliescorrespondence, shipping containers memoranda and inquiries from or with present and potential customers, including, but not limited to, those set forth in Schedule 1.1 B ("Client Agreements"); (e) the equipment leases, and other materials agreements, contracts and instruments listed in Schedule 1.1C; (f) all subcontractor agreements and agreements with suppliers to provide consultants to Seller, including, but not limited to, those set forth in Schedule 1.1D; (g) the corporate name Xxxxxxx Computer Services Inc., all assumed names relating thereto, logos, trademarks, service marks, domain names, trade names, copyrights, registrations, applications for registration of any of them, and any other intellectual property rights of Seller, including, but not limited to, those listed in Schedule 1.1 E but excluding the corporate name Xxxxxxx Com * Star, Inc.; (h) originals of all books and records of Seller pertaining to the Acquired Assets , including customer lists and credit files, and all those pertaining to Seller's employees who are hired by Buyer pursuant to the Agreement; (i) all permits, licenses, approvals and other governmental authorizations relating to the Business which are transferable to Buyer including, but not limited to, those listed in Schedule 1.1 F; (j) any other assets not to referred to in Section 1.2 which are used by Seller in connection with the Business, including, without limitation, inventory located at Sellers' warehouse, field locations, customer sites all telephone and consigned to vendors as well as facsimile numbers and e-mail addresses used by Seller in connection with the items of inventory listed on Schedule 1.1 Business; (a) hereto (the "Inventory"); (bk) all machinery, equipment, vehicles, furniture, fixtures, office equipment, test equipment, tools and other items of tangible personal property used in goodwill pertaining to the Business, including, without limitation, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) (the "Fixed Assets"); (c) all written and oral (i) service contracts, maintenance contracts and other contracts and agreements with customers of the Business, (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts"); (d) subject to Section 6.9, all land, buildings, improvements and fixtures located at 6422 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxx Xxxxxx, Xxlahoma (the "Tulsa Facility"); (e) subject to Section 6.10, the November Billxxxx (xx herein defined); (f) all software, operating systems, dispatch systems and accounting systems developed or transferable by the Sellers and used in the Business; (g) all rights under any liability insurance policies with respect to claims made against the Buyer with respect to events occurring prior to the Closing and all rights under any casualty insurance policies with respect to the Acquired Assets or any assets that, but for a casualty loss, would be Acquired Assets;; and

Acquired Assets. On and subject Subject to the terms and conditions of this Agreementcontained herein, at the Closing (as defined in Section 2.2), the Buyer shall purchase from the Sellers, and each of the Sellers Summus shall sell, transfer, assign, convey and deliver assign to HSNS, and HSNS shall purchase and acquire from Summus, at the BuyerClosing, free and clear of all liens, claims and encumbrances, other than those described on SCHEDULE 1.1 (collectively, "PERMITTED ENCUMBRANCES"), all right, title and interest in and to all of the assetsassets and properties of Summus, businessincluding but not limited to the assets as set forth herein below (collectively, goodwill and rights of the Business held by such Seller (collectively the "ACQUIRED ASSETS") but excluding the Excluded Assets described below: (a) cash and cash equivalents, including without limitation, all bank accounts, cash, securities, investments of Summus in mutual funds, treasury funds, money market funds, certificates of deposit and other similar investment instruments (whether negotiable or non-negotiable), owned by Summus at the Closing, and earnings thereon; (b) accounts or notes receivable relating to goods or services rendered or fees earned prior to the Closing; (c) all equipment, computer hardware and software (and any rights under any licenses related thereto), tools, vehicles (except for any leased vehicles), equipment, furniture, office equipment and other tangible personal property and supplies not included in inventory (and any documents, records or warranties related thereto); (d) all inventories of Summus used or usable in connection with the Acquired AssetsBusiness ("INVENTORY"), including all raw materials, work in process, finished products, goods, spare parts, at any location controlled by Summus or which have been purchased by and are in transit to Summus; (e) proprietary or confidential information, including, without limitation (i) trade secrets, technical information, know-how, ideas, designs, processes, procedures, algorithms, discoveries, patents, patent applications, and copyrights, and all improvements thereof; (ii) all data, files, books and records, customer lists, and other client information; (iii) all source code, object code, flow charts, and documentation for computer software owned by Summus; and (iv) all of Summus' other information and intangible property rights; (together with the assets of the type listed in PARAGRAPH 1.1(F) below, the "INTELLECTUAL PROPERTY"): (f) trademarks, service marks, domain names, URL addresses, and trade names (including, without limitation, Summus' corporate name and all fictitious names used by Summus) and all variations thereof, all registrations and pending applications therefor, and all goodwill associated therewith; (g) each of the contracts, contractual rights, purchase orders and sales orders, written or oral contracts of Summus entered into as part of or in connection with the same shall exist immediately prior to Acquired Business (collectively, the Closing (the Effective Date as specified in clause (m"ACQUIRED CONTRACTS" and individually an "ACQUIRED CONTRACT"), set forth on SCHEDULE 1.1(G); (nh) and (o) below)choses in action, free and clear causes of all liensaction, suits, proceedings, claims and encumbrancesdemands, whether known or unknown, matured or unmatured, accrued or contingent, against third parties; (i) to the extent transferable, all licenses, permits, orders and approvals from any federal, state or local governments or any agency, quasi-agency, public corporation or bureau thereof; (j) websites, telephone and facsimile numbers, post office boxes, stationery, forms, labels, shipping material, supplies, catalogs, brochures, art work, photographs and advertising and promotional materials; (k) all escrowed funds, funds held in trust, or other funds belonging to third parties, and all documents and instruments related thereto, including, without limitation, all rightany cash or cash equivalents relating to future commissions owed to others, tittxx xxx interest whether in Summus' possession or the possession of each of the Sellers, if any, in, to and under the following assets: (a) all inventories of spare parts, work-in-process, raw materials, finished products, supplies, shipping containers and other materials used in the Business, including, without limitation, inventory located at Sellers' warehouse, field locations, customer sites and consigned to vendors as well as the items of inventory listed on Schedule 1.1 (a) hereto (the "Inventory")third parties; (bl) all machineryof Summus' real property, equipment, vehicles, furniture, including fixtures, office equipmentbuildings and improvements, test equipment, tools and other items of tangible personal property used in the Business, including, without limitation, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) (the "Fixed Assets")all appurtenant rights owned by Summus; (cm) 8,239,360 shares of HSNS common stock, $0.001 par value ("COMMON STOCK"), held by Summus. (n) all written books and oral (i) service contracts, maintenance contracts and other contracts and agreements with customers records of the Business, (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts");Summus; and (d) subject to Section 6.9, all land, buildings, improvements and fixtures located at 6422 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxx Xxxxxx, Xxlahoma (the "Tulsa Facility"); (e) subject to Section 6.10, the November Billxxxx (xx herein defined); (fo) all softwareother assets, operating systemssecurities, dispatch systems prepaid expenses, advances and accounting systems developed or transferable by the Sellers deposits of every kind and used in the Business; (g) all rights under any liability insurance policies with respect to claims made against the Buyer with respect to events occurring prior nature, except to the Closing and all rights under any casualty insurance policies with respect to the Acquired Assets or any assets that, but for a casualty loss, would be Acquired Assets;extent expressly excluded.

Acquired Assets. On and subject Subject to the terms and conditions of this Agreementcontained herein, at the Closing (as defined in Section 2.2), the Buyer shall purchase from the Sellers, and each of the Sellers Summus shall sell, transfer, assign, convey and deliver assign to HSNS, and HSNS shall purchase and acquire from Summus, at the BuyerClosing, free and clear of all liens, claims and encumbrances, other than those described on SCHEDULE 1.1 (collectively, "PERMITTED ENCUMBRANCES"), all right, title and interest in and to all of the assetsassets and properties of Summus, businessincluding but not limited to the assets as set forth herein below (collectively, goodwill and rights of the Business held by such Seller (collectively the "ACQUIRED ASSETS") but excluding the Excluded Assets described below: (a) cash and cash equivalents, including without limitation, all bank accounts, cash, securities, investments of Summus in mutual funds, treasury funds, money market funds, certificates of deposit and other similar investment instruments (whether negotiable or non-negotiable), owned by Summus at the Closing, and earnings thereon; (b) accounts or notes receivable relating to goods or services rendered or fees earned prior to the Closing; 3 (c) all equipment, computer hardware and software (and any rights under any licenses related thereto), tools, vehicles (except for any leased vehicles), equipment, furniture, office equipment and other tangible personal property and supplies not included in inventory (and any documents, records or warranties related thereto); (d) all inventories of Summus used or usable in connection with the Acquired AssetsBusiness ("INVENTORY"), including all raw materials, work in process, finished products, goods, spare parts, at any location controlled by Summus or which have been purchased by and are in transit to Summus; (e) proprietary or confidential information, including, without limitation (i) trade secrets, technical information, know-how, ideas, designs, processes, procedures, algorithms, discoveries, patents, patent applications, and copyrights, and all improvements thereof; (ii) all data, files, books and records, customer lists, and other client information; (iii) all source code, object code, flow charts, and documentation for computer software owned by Summus; and (iv) all of Summus' other information and intangible property rights; (together with the assets of the type listed in PARAGRAPH 1.1(F) below, the "INTELLECTUAL PROPERTY"): (f) trademarks, service marks, domain names, URL addresses, and trade names (including, without limitation, Summus' corporate name and all fictitious names used by Summus) and all variations thereof, all registrations and pending applications therefor, and all goodwill associated therewith; (g) each of the contracts, contractual rights, purchase orders and sales orders, written or oral contracts of Summus entered into as part of or in connection with the same shall exist immediately prior to Acquired Business (collectively, the Closing (the Effective Date as specified in clause (m"ACQUIRED CONTRACTS" and individually an "ACQUIRED CONTRACT"), set forth on SCHEDULE 1.1(G); (nh) and (o) below)choses in action, free and clear causes of all liensaction, suits, proceedings, claims and encumbrancesdemands, whether known or unknown, matured or unmatured, accrued or contingent, against third parties; (i) to the extent transferable, all licenses, permits, orders and approvals from any federal, state or local governments or any agency, quasi-agency, public corporation or bureau thereof; (j) websites, telephone and facsimile numbers, post office boxes, stationery, forms, labels, shipping material, supplies, catalogs, brochures, art work, photographs and advertising and promotional materials; (k) all escrowed funds, funds held in trust, or other funds belonging to third parties, and all documents and instruments related thereto, including, without limitation, all rightany cash or cash equivalents relating to future commissions owed to others, tittxx xxx interest whether in Summus' possession or the possession of each of the Sellers, if any, in, to and under the following assets: (a) all inventories of spare parts, work-in-process, raw materials, finished products, supplies, shipping containers and other materials used in the Business, including, without limitation, inventory located at Sellers' warehouse, field locations, customer sites and consigned to vendors as well as the items of inventory listed on Schedule 1.1 (a) hereto (the "Inventory")third parties; (bl) all machineryof Summus' real property, equipment, vehicles, furniture, including fixtures, office equipmentbuildings and improvements, test equipment, tools and other items of tangible personal property used in the Business, including, without limitation, the items comprising the $1,937,000 net book value as of July 31, 1996 on the statement of fixed assets of the Business attached hereto as Schedule 1.1(b) (the "Fixed Assets")all appurtenant rights owned by Summus; (cm) 8,239,360 shares of HSNS common stock, $0.001 par value ("COMMON STOCK"), held by Summus. (n) all written books and oral (i) service contracts, maintenance contracts and other contracts and agreements with customers records of the Business, (ii) purchase orders, sales orders and other orders and commitments issued by customers of the Business, and (iii) the entire monthly maintenance revenue stream of the Business (collectively, the "Customer Contracts");Summus; and (d) subject to Section 6.9, all land, buildings, improvements and fixtures located at 6422 Xxxx 00xx Xxxxxx, Xxxxx, Xxxxx Xxxxxx, Xxlahoma (the "Tulsa Facility"); (e) subject to Section 6.10, the November Billxxxx (xx herein defined); (fo) all softwareother assets, operating systemssecurities, dispatch systems prepaid expenses, advances and accounting systems developed or transferable by the Sellers deposits of every kind and used in the Business; (g) all rights under any liability insurance policies with respect to claims made against the Buyer with respect to events occurring prior nature, except to the Closing and all rights under any casualty insurance policies with respect to the Acquired Assets or any assets that, but for a casualty loss, would be Acquired Assets;extent expressly excluded.