Common use of Acquisition and Transfer of Assets Clause in Contracts

Acquisition and Transfer of Assets. Upon the terms and subject to the ---------------------------------- conditions hereinafter set forth, on the Closing Date (as defined in Section 10.1 hereof) the Sellers shall sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall purchase, acquire and accept from the Sellers, free and clear of all Liens, except the Permitted Exceptions, all of the Sellers' right, title and interest in and to all of the assets, properties, rights, contracts and claims employed in, identified on the books and records of, and owned by, the Sellers and used in the Business (except as otherwise set forth in Section 1.3 hereof), of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, as the same shall exist on the Closing Date (collectively, the "Assets") and assume all Assumed Liabilities as defined herein. Except as otherwise set forth in Section 1.3 hereof, the Assets shall include, without limitation, all of the Sellers' right, title and interest in and to all assets, properties, rights, contracts and claims set forth on Schedules 1.1 (a) through 1.1(p) hereto which is a listing as of May 31, 1996: (a) all furnishings, furniture, office equipment and supplies, and equipment and other tangible personal property set forth on Schedule 1.1(a) hereto; (b) all trade accounts receivable and all notes receivable (whether short-term or long-term) from third parties and all deposits with third parties owed to the Business, together with all unpaid interest accrued thereon from the respective obligors and all security or collateral therefor, including those set forth on Schedule 1.1 (b) (collectively, the "Accounts Receivable"); (c) all of the leased tangible personal property (other than the Equipment Collateral) set forth on Schedule 1.1(c) hereto (collectively, the "Leased Personal Property"), which includes all prepayments, security deposits and options to renew or purchase in connection therewith; (d) all of the leased real property set forth on Schedule 1.1(d) hereto (collectively, the "Leased Real Property"), including all buildings and improvements located thereon, all of the fixtures attached thereto, all prepaid rent, security deposits and options to renew or purchase in connection therewith; (i) all patents and patent applications owned by the Sellers or licensed to the Sellers by third parties relating to the Business, in each case as listed on Schedule 1.1(e) hereto, (ii) all trade secrets, know-how, inventions, and other technical information, whether owned by the Sellers or licensed to the Sellers by third parties, and (iii) all notebooks, records, reports and data relating thereto (the assets referred to in clauses (i) through (iii) are collectively referred to herein as the "Patent-Related Assets"); (f) except for Sellers' names, any use of "Textron," "Avco" and the heart design used by Sellers, all trademarks, trade names, service marks and copyrights, all applications and registrations for any of the foregoing, and all computer systems, computer hardware, databases and software programs, including any licenses or warranties, if any, used in the Business (including databases and software programs developed by the Sellers in the operation of the Business, source codes and user manuals), in each case, owned by the Sellers or licensed to the Sellers by third parties listed on Schedule 1.1(f) hereto (collectively, together with the Patent-Related Assets, the "Intangible Assets");

Acquisition and Transfer of Assets. Upon the terms and subject to the ---------------------------------- conditions hereinafter set forth, on the Closing Date (as defined in Section 10.1 hereof) the Sellers shall agree to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser shall agrees to purchase, acquire and accept from the Sellers, free and clear of all Liens, except the Permitted Exceptions, all of the Sellers' rightrights, title and interest interests in and to the Business, including, without limitation, in and to all of the assets, properties, rights, contracts and claims claims, employed in, identified on the books and records of, and owned by, the Sellers and used in the Business (except as otherwise set forth in Section 1.3 2.4 hereof), of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, as the same shall exist on as of the Closing Date (collectively, the "Assets") and assume all Assumed Liabilities as defined herein. Except as otherwise set forth in Section 1.3 hereof, the Assets shall include, without limitation, all of the Sellers' rightsuch rights, title and interest interests in and to all such assets, properties, rights, contracts and claims, being collectively referred to herein as, the "Assets"). The Assets shall include, without ------ limitation, all of Sellers' rights, title and interests in and to the as sets, properties, rights, contracts and claims set forth on Schedules 1.1 described in the following paragraphs (a) through 1.1(p(o) hereto which is a listing as of May 31but in each case, 1996only to the extent used in, held for use in or related to the Business: (a) all furnishings, furniture, fixtures, office equipment and supplies, and equipment vehicles, spare parts, tools, dies, machinery, equipment, computers and other tangible personal property set forth on Schedule 1.1(a) hereto(collectively, the "Equipment"); (b) all trade items of inventory held for resale, including, without limitation, raw materials, work-in-process, finished goods, supplies, spare parts, samples, and supply and packaging items (including any of the aforementioned owned by Sellers but in the possession of manufacturers, suppliers or dealers, or in transit or returned goods) (collectively, the "Inventory"); ---------- (c) cash, bank accounts, certificates of deposit, treasury bills, treasury notes and marketable securities; (d) all accounts receivable and all notes receivable (whether short-term or long-term) from third parties and all deposits with third parties owed to the Businessdeposits, together with all any unpaid interest accrued thereon from the respective obligors and all any security or collateral therefor, including those set forth on Schedule 1.1 (b) recoverable deposits (collectively, the "Accounts ReceivableReceivables");; ----------- (ce) all of Sellers' rights, title and interests in the leased tangible personal real property (other than the Equipment Collateral"Owned Real Property") set forth on Schedule 1.1(c2.3(e)(i) hereto (collectively, and -------------------- ------------------ the "Leased Personal Property"), which includes all prepayments, security deposits and options to renew or purchase in connection therewith; (d) all of the leased real property set forth on Schedule 1.1(d) hereto (collectively, the "Leased Real Property")) set forth on Schedule 2.3(e)(ii) -------------------- -------------------- hereto, including all buildings and improvements located thereon, all any of the fixtures attached thereto and any transferable Permits relating thereto; (f) the Intellectual Property related to the Assets, including the Intellectual Property listed on Schedule 2.3(f) hereto, and the rights to xxx --------------- for, and remedies against, past, present and future infringements thereof, and rights of priority and protection of interests therein under applicable Laws; (g) all prepaid rentcopies of marketing brochures and materials and other non- proprietary printed or written materials in any form or medium relating to Sellers' ownership of or operation of the Business that Sellers are not required by Law to retain (of which Sellers may retain duplicates), security deposits and options duplicates of any such materials that Sellers are required by Law to renew retain; (h) all rights under or purchase pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection therewithwith the operation of the Business or affecting the Equipment; (i) all patents and patent applications owned Permits held by the Sellers or licensed (to the Sellers extent permitted by third parties relating applicable Law to the Business, in each case as listed on Schedule 1.1(e) hereto, (ii) all trade secrets, know-how, inventions, and other technical information, whether owned by the Sellers or licensed to the Sellers by third parties, and (iii) all notebooks, records, reports and data relating thereto (the assets referred to in clauses (i) through (iii) are collectively referred to herein as the "Patent-Related Assets"be transferred); (fj) except for all Contracts; (k) all books, records or other data relating to Sellers' names, any use of "Textron," "Avco" and the heart design used by Sellers, all trademarks, trade names, service marks and copyrights, all applications and registrations for any of the foregoing, and all computer systems, computer hardware, databases and software programs, including any licenses ownership or warranties, if any, used in the Business (including databases and software programs developed by the Sellers in the operation of the Business, source codes including, without limitation, customer and user manualssupplier lists; (l) any claims or causes of action relating to the Assets and any counterclaims, set-offs or defenses Sellers may have with respect to any Assumed Liability; (m) all goodwill relating to the foregoing Assets and the Business; (n) all Post Petition Chargebacks (excluding Chargeback Setoffs), in each caseprovided, owned however, that any Post Petition Chargebacks (other than Honored -------- ------- Chargebacks) which have not been collected on or before the Escrow Closing Date shall be reconveyed at no cost to Sellers; and (o) all computer software programs and databases used by any of the Sellers whether owned, li- censed (subject to applicable restrictions), leased or licensed to the Sellers by third parties listed on Schedule 1.1(f) hereto (collectively, together with the Patent-Related Assets, the "Intangible Assets");internally developed.

Acquisition and Transfer of Assets. Upon the terms and ---------------------------------- subject to the ---------------------------------- conditions hereinafter set forth, on the Closing Date (as defined in Section 10.1 3.1 hereof) the Sellers Seller shall sell, assign, transfer, convey and deliver to Purchaserthe Purchasers, and Purchaser the Purchasers shall purchase, acquire and accept from the SellersSeller, free and clear of all Liens, except the other than Permitted Exceptions, and in such allocation as set forth on Exhibit B hereof, all of the Sellers' rightSeller's assets, title properties, rights, contracts and interest in and to all of claims, including the assets, properties, rights, contracts and claims employed in, or identified on the books and records of, and owned by, the Sellers and used in the Business (except as otherwise set forth in Section 1.3 1.2 hereof), of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, as the same shall exist on the Closing Date (collectively, the "Assets") and assume all Assumed Liabilities as defined herein). Except as otherwise set forth in Section 1.3 hereof, the The Assets shall include, without limitation, all of the Sellers' Seller's right, title and interest in and to all assets, properties, rights, contracts and claims set forth on Schedules 1.1 described in the following paragraphs (a) through 1.1(p) hereto which is a listing as of May 31, 1996:(p): (a) all furnishings, furniture, office equipment and supplies, vehicles, spare parts, tools, dies, machinery and equipment and other tangible personal property set forth on Schedule 1.1(a) heretoproperty; (b) all trade items of inventory, including, without limitation, raw materials, work-in-process, finished goods, supplies, spare parts and samples (collectively, the "Inventory"); (c) all accounts receivable and all notes receivable (whether short-term or long-term) from third parties and all deposits with third parties owed to the Businessparties, together with all unpaid interest accrued thereon from the respective obligors and all security or collateral therefor, including those set forth on Schedule 1.1 (b) recoverable deposits (collectively, the "Accounts Receivable"); (c) all of the leased tangible personal property (other than the Equipment Collateral) set forth on Schedule 1.1(c) hereto (collectively, the "Leased Personal Property"), which includes all prepayments, security deposits and options to renew or purchase in connection therewith; (d) all of the leased real property set forth on Schedule 1.1(d) hereto (collectively, the "Leased Real Property"), including all buildings and improvements located thereon, all of the fixtures attached thereto, all prepaid rent, security deposits and options to renew or purchase in connection therewiththerewith and all Permits relating thereto; (i) all patents and patent applications owned by the Sellers Seller or licensed to the Sellers Seller by third parties relating to the Businessparties, in each case as including, without limitation, those listed on Schedule 1.1(e) hereto, (ii) all research, development and manufacturing processes, trade secrets, know-how, inventionsinventions (whether or not patentable), designs, concepts, specifications, diagrams, drawings, schematics, blueprints, documentation, plans, proposals, financial, marketing and business data, business and marketing plans, customer and supplier lists, and manufacturing, engineering and other technical information, whether owned by the Sellers Seller or licensed to the Sellers Seller by third parties, (iii) all mask works (whether or not registered), whether embodied in semiconductor chips, layout drawings, computer plots, masks, magnetic tape or other physical media, and registration or application therefor, and (iiiiv) all notebooks, records, reports and data relating thereto to, and any tangible embodiment of, any of the foregoing (the assets referred to in clauses (i) through (iiiiv) are collectively referred to herein as the "Patent-Related Assets"); (f) except for Sellers' names, any use of "Textron," "Avco" and the heart design used by Sellers, all trademarks, trade names, service marks and copyrights, all applications and registrations for any of the foregoing, and all computer systems, computer hardware, databases and software programs, including any licenses or warrantiesincluding, if anywithout limitation, used in the Business (including databases and software programs developed by the Sellers Seller in the operation of the Business, object codes, source codes and user manuals), in each case, owned by the Sellers Seller or licensed to the Sellers Seller by third parties parties, listed on Schedule 1.1(f) hereto (collectively, together with the Patent-Related Assets, the "Intangible Assets"); (g) all catalogues, marketing brochures and materials and other printed and written materials relating to the Business; (h) all rights under or pursuant to all warranties, representations and guarantees made by vendors, suppliers, manufacturers and contractors in connection with the operation of the Business or affecting the Assets; (i) all Permits held by the Seller including, without limitation, those listed on Schedule 1.1(i) hereto; (j) all Contracts including, without limitation, those listed on Schedule 1.1(j) hereto; (k) all cash, bank accounts, certificates of deposit, treasury bills, notes and marketable securities; (l) all deferred and prepaid charges, sums and fees, and all insurance premiums; (m) all claims, credits, causes of action or rights of set- off against third parties; (n) all customer and vendor lists and all files, documents, books, records and other data relating to the Business; (o) all goodwill relating to the foregoing Assets; and (p) to the extent assignable, the real and personal property tax abatements awarded to Seller by Seller's local taxing authority. Seller makes no warranties as to the assignability of the abatements. It shall be the obligation of Purchasers to pursue, at their expense, the assignment of such abatements. Seller will cooperate with Purchasers in pursuit of such assignment.

Acquisition and Transfer of Assets. Upon the terms and subject to the ---------------------------------- conditions hereinafter set forth, on the Closing Date (as defined in Section 10.1 hereof) the Sellers Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, free and clear of all Liens, except the Permitted ExceptionsSeller, all of the Sellers' Seller's right, title and interest in and to the Business, including, without limitation, in and to all of the assets, properties, rights, contracts and claims employed inclaims, identified on the books and records of, and owned by, the Sellers and primarily related to or used primarily in connection with the Business (except as otherwise set forth in Section 1.3 1.2 hereof), of every kind and description, wherever located, whether tangible or intangible, real, personal or mixed, as the same shall exist on as of the Closing Date (collectivelysuch rights, title and interest in and to all such assets, properties, rights, contracts and claims, being collectively referred to herein as, the "Assets") and assume all Assumed Liabilities as defined herein). Except as otherwise set forth in Section 1.3 hereof, the The Assets shall include, without limitation, all of the Sellers' rightSeller's rights, title and interest in and to all the assets, properties, rights, contracts and claims set forth on Schedules 1.1 described in the following paragraphs (a) through 1.1(p(n) hereto which is a listing as but in each case, only to the extent primarily related to or used primarily in connection with the Business; provided, however, that the Assets shall in any event include all of May 31, 1996the foregoing listed on the schedules referred to in clauses (a) through (n) below: (a) all furnishings, furniture, office equipment and other supplies, and vehicles, spare parts, tools, dies, fuel, machinery, equipment and other tangible personal property set forth of any kind (collectively, the "Equipment"), including, without limitation, all of the Equipment listed on Schedule 1.1(a1.1 (a) hereto; (b) all trade items of inventory notwithstanding how classified in the financial records of the Seller, including, without limitation, raw materials, work-in-process, finished goods, supplies, spare parts, samples and stores (collectively the "Inventory"); (c) all accounts, accounts receivable and all notes receivable (whether short-term or long-term) from third parties or affiliated entities and all deposits with third parties owed to the Businessor affiliated entities, together with all any unpaid interest and fees accrued thereon from the respective obligors and all any security or collateral therefor, including those set forth on Schedule 1.1 (b) recoverable deposits and advances (collectively, the "Accounts Receivable"); (c) all of the leased tangible personal property (other than the Equipment Collateral) set forth on Schedule 1.1(c) hereto (collectively, the "Leased Personal Property"), which includes all prepayments, security deposits and options to renew or purchase in connection therewith; (d) all of the leased real property set forth on Schedule 1.1(d) hereto (collectively, the "Leased Real Property"), including all buildings and improvements located thereon, all of the fixtures attached thereto, all prepaid rent, security deposits and options to renew or purchase in connection therewith; (i) all patents and patent applications owned by the Sellers or licensed Seller, all licenses to the Sellers by patents and patent applications to and from third parties relating to and all patents and patent applications in which the BusinessSeller otherwise has rights, including, without limitation, those listed in each case as listed on Schedule 1.1(e1.1(d) hereto, (ii) all research and development data and results, manufacturing and other processes, trade secrets, know-know how, inventions, mask work, designs, technology, proprietary data or information, formulae, and manufacturing, engineering and other technical information, whether owned by the Sellers Seller or licensed to the Sellers Seller by third partiesparties or affiliated entities, and (iii) all notebooks, records, reports and data relating thereto and (iv) all applications and registrations for any of the foregoing (collectively, the assets referred to in clauses (i) through (iiiiv) are collectively referred to herein as the "Patent-Related Assets"); (fe) except for Sellers' names, any use of "Textron," "Avco" and the heart design used by Sellers, all trademarks, trade names, service marks and copyrights, all any applications and registrations for any of the foregoingforegoing listed on Schedule 1.1(e) hereto, and all computer systems, computer hardware, databases and software programs, including any licenses or warranties, if any, used in the Business (including databases software and software programs developed by the Sellers in the operation of the Business, source codes and user manuals), in each case, data bases owned by the Sellers or licensed Seller, all licenses to the Sellers by and from third parties or affiliated entities in respect of any of the foregoing and each of the foregoing in which the Seller otherwise has rights (collectively all of the foregoing assets, whether or not listed on Schedule 1.1(f) hereto (collectively1.1(e), together with the Patent-Related Assets, are referred to herein as the "Intangible Assets"); (f) all marketing brochures and materials and other printed and written materials relating to the Sellers' ownership of or operation of the Business that the Seller is not required by law to retain (of which the Seller may retain duplicates so long as the confidentiality thereof is maintained by the Seller), and duplicates of any such materials that the Seller is required by law to retain; (g) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and other third parties or affiliated entities in connection with the operation of the Business or affecting any of the Assets; (h) all Permits related to or used in connection with the Business or the Assets, including, without limitation, the Permits listed on Schedule 1.1(h) hereto held by the Seller (to the extent permitted by applicable Law to be transferred); (i) all Contracts including, without limitation, those listed on Schedule 1.1(i) hereto; (j) all deferred and prepaid charges, sums and fees, other than in respect of taxes and insurance premiums; (k) all Bids; (l) all of the Seller's rights, claims, credits, causes of action or rights of set-off against third parties relating to the Business or the Assets, whether liquidated or unliquidated, fixed or contingent, including all claims under the Contracts; (m) all books, records, files and papers related to the Assets or the conduct of the Business; and (n) all goodwill relating to the foregoing Assets.

Acquisition and Transfer of Assets. Upon At the Closing, upon the terms and subject to the ---------------------------------- conditions hereinafter set forth, on the Closing Date (as defined in Section 10.1 hereof) the Sellers Seller shall sell, assign, transfer, convey and deliver to the Purchaser, and the Purchaser shall purchase, acquire and accept from the Sellers, free and clear of all Liens, except the Permitted ExceptionsSeller, all of the Sellers' right, title and interest of the Seller in and to the Business, including, without limitation, in and to all of the assets, properties, rights, contracts Contracts and claims employed in, identified on the books and records of, and owned by, the Sellers and used exclusively in the Business (except as otherwise set forth in Section 1.3 2.2 hereof), of every kind and description, wherever located, whether tangible or intangible, real, personal or mixedand all goodwill appertaining thereto, as the same shall exist on as of the Closing Date (collectivelyClosing. The assets, properties, rights, Contracts and claims to be purchased pursuant to this Agreement are hereinafter collectively referred to as the "Purchased Assets") and assume all Assumed Liabilities as defined herein. Except as otherwise set forth in Section 1.3 hereof, the ." The Purchased Assets shall include, without limitation, all of the Sellers' right, title and interest of the Seller in and to all the assets, properties, rights, contracts Contracts and claims set forth on Schedules 1.1 described in the following paragraphs (a) through 1.1(p(m) hereto which is a listing as of May 31but in each case only to the extent exclusively used in, 1996held for exclusive use in, or exclusively related to, the Business: (a) all furnishings, furniture, office equipment and supplies, vehicles, spare parts, tools, dies, machinery and equipment and other tangible personal property set forth on Schedule 1.1(a) hereto(collectively, the "Equipment"); (b) all trade items of inventory, including, without limitation, raw materials, work-in-progress, finished goods, goods in transit, supplies, spare parts and samples; (c) all accounts receivable and all notes receivable (whether short-term or long-term) from third parties and all deposits with third parties owed to the Businessparties, together with all any unpaid interest accrued thereon from the respective obligors and all any security or collateral therefor, including those set forth on Schedule 1.1 (b) recoverable deposits (collectively, the "Accounts Receivable"); (c) all of the leased tangible personal property (other than the Equipment Collateral) set forth on Schedule 1.1(c) hereto (collectively, the "Leased Personal Property"), which includes all prepayments, security deposits and options to renew or purchase in connection therewith; (d) all right, title and interest of the leased real property set forth on Schedule 1.1(d) hereto (collectively, Seller in the "Leased Real Property"), including all buildings and improvements located thereon, all any of the fixtures attached thereto and any Permits relating thereto; (e) except as set forth in Section 2.2(f) hereof, all prepaid rentIntellectual Property, security deposits including the Varo Trademark Rights; (f) all marketing brochures and options materials and other non-proprietary printed and written materials relating to renew the Seller's ownership of or purchase operation of the Business that the Seller is not required by law to retain (of which the Seller may retain duplicates), and duplicates of any such materials that the Seller is required by law to retain; (g) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection therewithwith the operation of the Business or affecting the Equipment; (h) all Permits listed on Schedule 2.1(h) hereto held by the Seller and its Subsidiaries (to the extent permitted by applicable law to be transferred); (i) except as set forth in Section 2.2(k) and (h) hereof, all patents and patent applications owned by the Sellers or licensed to the Sellers by third parties Contracts relating to the BusinessBusiness including, in each case as without limitation, those listed on Schedule 1.1(e) 5.9 hereto, ; (iij) all trade secretsdeferred and prepaid charges, know-howsums and fees, inventionsother than in respect of Taxes and insurance premiums; (k) except as set forth in Section 2.2(j) hereof, and other technical information, whether owned by the Sellers or licensed to the Sellers by third parties, and (iii) all notebooksbooks, records, reports and or other data relating thereto to the Purchased Assets, the Business, or the Leased Real Property; (l) all Equipment, machinery, merchandise, parts, components, raw materials and supplies delivered to the assets Seller by any Person and which is in Seller's custody and control, for the purposes of repair, service, maintenance, upgrade, retooling or other improvement by Seller, and any deposits, Contracts, documents, specifications, Intellectual Property or other rights of Seller in connection therewith, all of the foregoing being referred to in clauses (i) through (iii) are collectively referred to herein collectively, hereafter, as the "Patent-Related Third Party Assets");; and (fm) except any assets, inventory, Equipment, machinery, components or other properties of the Seller that are related to the Business and that have been delivered or transferred to any other Person for Sellers' namesthe purposes of repair, maintenance, upgrade, retooling or other improvement and any Contracts, documents, specifications, Intellectual Property or other rights of Seller in connection therewith, all of the foregoing being referred to collectively, hereafter, as the "Seller Maintenance Assets." The aforementioned Purchased Assets shall be sold, assigned, transferred, conveyed and delivered to the Purchaser, free and clear of all liabilities, indebtedness or Liens, of any kind, character or description whatsoever, other than Permitted Encumbrances, and such sale, assignment, transfer, conveyance and delivery shall be royalty-free, irrevocable and for the exclusive use of "Textron," "Avco" and the heart design used by SellersPurchaser (except, all trademarks, trade names, service marks and copyrights, all applications and registrations for any of the foregoing, and all computer systems, computer hardware, databases and software programs, including any licenses or warranties, if any, used in the Business (including databases and software programs developed by the Sellers case of Intellectual Property, as set forth in the operation of the Business, source codes and user manualsSchedule 5.10 hereto), in each case, owned by the Sellers or licensed to the Sellers by third parties listed on Schedule 1.1(f) hereto (collectively, together with the Patent-Related Assets, the "Intangible Assets");.

Acquisition and Transfer of Assets. Upon the terms and subject to the ---------------------------------- conditions hereinafter set forth, on at the Closing Date (as defined in Section 10.1 hereof) Closing, the Sellers Companies shall sell, assign, transfer, convey and otherwise deliver to Purchaser, and Purchaser shall purchase, acquire and otherwise accept from the Sellers, free and clear of all Liens, except the Permitted ExceptionsCompanies, all of the Sellers' right, title and interest in of the Companies in, to and to all of under the assets, properties, rights, contracts contracts, claims, operations and claims employed in, identified on businesses of the books and records of, and owned by, Companies solely in connection with the Sellers and used in the Purchased Business (except as otherwise set forth in Section 1.3 hereof), of every kind and descriptiondescription (other than those specifically excluded pursuant to Section 2.2 hereof), wherever locatedsolely to the extent located in the Purchased Stores, whether tangible or intangible, real, personal or mixed, whether or not appearing on the books of the Companies, which are used, reserved for use, or otherwise employed, by the Companies solely in the conduct of the Purchased Business as the same shall exist on of the Closing Date (collectively, the "Purchased Assets") and assume all Assumed Liabilities as defined herein. Except as otherwise set forth in Section 1.3 hereof), the Assets shall includeincluding, without limitation, all of the SellersCompanies' right, title and interest in and to all the following assets, properties, rights, contracts contracts, claims, operations and claims set forth on Schedules 1.1 (a) through 1.1(p) hereto which is a listing as of May 31, 1996businesses: (a) all furnishings, furniture, office equipment and supplies, and equipment and other tangible personal property set forth leasehold interests in the real estate used in the conduct of the Purchased Business listed on Schedule 1.1(a) hereto;2.1 (ba) all trade accounts receivable and all notes receivable annexed hereto (whether short-term or long-term) from third parties and all deposits with third parties owed to the Business, together with all unpaid interest accrued thereon from the respective obligors and all security or collateral therefor, including those set forth on Schedule 1.1 (b) (collectively, the "Accounts ReceivableLease Agreements"); (c) all of the leased tangible personal property (other than the Equipment Collateral) set forth on Schedule 1.1(c) hereto (collectively, the "Leased Personal Property"), which includes all prepayments, security deposits and any easements and rights-of-way and options to renew or purchase in connection therewith; under any such Lease Agreements (d) all of the leased real property set forth on Schedule 1.1(d) hereto (collectivelysuch leasehold interests, the "Leased Real Property")easements, including all buildings and improvements located thereon, all of the fixtures attached thereto, all prepaid rent, security deposits rights-of-way and options to renew or purchase in connection therewith; (i) all patents and patent applications owned by the Sellers or licensed to the Sellers by third parties relating to the Business, in each case as listed on Schedule 1.1(e) hereto, (ii) all trade secrets, know-how, inventions, and other technical information, whether owned by the Sellers or licensed to the Sellers by third parties, and (iii) all notebooks, records, reports and data relating thereto (the assets referred to in clauses (i) through (iii) are collectively referred to herein as the "Patent-Related AssetsReal Estate"); (b) all furnishings, fixtures and equipment in each case located in the Purchased Stores (collectively, the "Equipment") (including furniture, office supplies, equipment, POS equipment, screens, data processing equipment, computers and telephone systems that are used, reserved for use, or otherwise employed in the conduct of the Purchased Business, and including all of the Companies' leasehold interests therein located in the Purchased Stores), including, without limitation, the Equipment listed on Schedule 2.1(b) annexed hereto; (c) all fixed assets (other than Equipment) located in the Purchased Stores (collectively, the "Fixed Assets") (including the Companies' leasehold interests therein, which are used, reserved for use, or otherwise employed in the conduct of the Purchased Business in each case located in the Purchased Stores); (d) all inventory located in the Purchased Stores (collectively, the "Inventory") (including, without limitation, raw materials, work-in-process, finished goods and supplies, used, reserved for use, or otherwise employed in the conduct of the Purchased Business in each case located in the Purchased Stores); (e) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with products or services solely to the extent used, reserved for use, or otherwise employed in the conduct of the Purchased Business or otherwise relating to the Purchased Assets, or affecting the Real Estate, Equipment, Fixed Assets or Inventory; (f) except for Sellers' names, any use of "Textron," "Avco" all rights and the heart design used by Sellers, all interests in and to trademarks, trade names, logos, service marks, brands, franchises, licenses, designs, and all other intangible intellectual property, assets, properties and rights and registrations and applications for such trademarks, trade names and service marks and copyrights(including, all without limitation, the trademark applications and registrations for any of the foregoinglisted on Schedule 2.1(f) annexed hereto), and all computer systems, computer hardware, databases rights and software programs, including any licenses or warranties, if any, used in the Business (including databases and software programs developed by the Sellers in the operation interests of the BusinessCompanies in and to copyrights, source codes and user manuals)registrations and applications for such copyrights, in each casecase used solely, owned by or otherwise employed solely in the Sellers conduct of the Purchased Business or licensed otherwise relating solely to the Sellers by third parties Purchased Assets listed on Schedule 1.1(f2.1(f) hereto (collectively, together with the Patent-Related Assets, the "Intangible AssetsIntellectual Property"); (g) all Permits held or used, reserved for use, or otherwise employed by the Companies solely in connection with the conduct of the Purchased Business or the Purchased Assets that by their terms may be transferred hereunder; (h) all contracts listed on Schedule 2.1