Common use of Asset Purchase Clause in Contracts

Asset Purchase. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below in Section 8.1), Seller shall or shall cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, as Purchaser may designate), and Purchaser (and/or any such designated Subsidiaries) shall purchase, acquire and accept from Seller and/or such Subsidiaries, all of Seller’s and such Subsidiaries’ respective right, title and interest in and to the Business and the Purchased Assets, subject to the terms of any leases existing as of the date of this Agreement with respect to any Purchased Assets to the extent such leases are disclosed in Section 2.1 of the Disclosure Letter; provided, however, that (A) in the event any such Purchased Asset is subject to a lease under which Seller or any of its Subsidiaries is the lessee, Purchaser shall, at Purchaser’s option, either (i) assume the lease pursuant to this Agreement, (ii) purchase the asset from the actual owner of such Purchased Asset in accordance with the terms of the applicable lease; or (iii) treat such asset so it is not deemed a Purchased Asset and as a result not transferred to Purchaser at the Closing; (B) in the event that Seller discovers, either prior to or after the Closing, that a Purchased Asset that Purchaser deems to be a non-material Purchased Asset listed on Exhibit H is shared by business units of Seller other than the Business, such “non-material shared asset” shall be deemed not to be a Purchased Asset and (C) in the case of Purchased Assets, Purchaser may designate that all or a portion of the Purchased Assets be sold, assigned, transferred, conveyed and delivered to a designated Affiliate of Purchaser. (b) Upon the terms and subject to the conditions set forth in this Agreement, the IP Matters Agreement and the Manufacturing Trademark License Agreement, at the Closing, Seller shall or shall cause one or more of its Subsidiaries to sell, assign, transfer and convey to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, as Purchaser may designate), and Purchaser (and/or any such designated Subsidiaries) shall purchase and acquire from Seller or such Subsidiaries, as appropriate, the Transferred IP Rights (as defined in the IPMA), the Transferred Trademarks (as defined in the IPMA) and the Transferred IP Licenses (as defined in the IPMA), including the right to pursue past damages based on third-party infringement of the Transferred IP Rights, and also including the goodwill of the Business appurtenant to trademarks included in the Transferred IP Rights, subject to the terms of any licenses granted to third parties existing as of the date of this Agreement (including corporate patent cross-licenses) or any licenses granted after the date hereof not in violation of this Agreement with respect to such Transferred IP Rights.

Asset Purchase. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below in Section 8.1below), Seller shall or shall cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, a Purchasing Party as Purchaser the case may designatebe), and Purchaser (and/or any such designated Subsidiariesa Purchasing Party, as the case may be) shall purchase, acquire and accept from Seller and/or such Subsidiaries, all of Seller’s and such Subsidiaries’ respective right, title and interest in and to all of the assets, properties and rights primarily related to the Business (other than (X) with respect to Intellectual Property matters which are addressed exclusively in the IPMA and the Manufacturing Trademark License Agreement, and (Y) Inventory, which will be sold, assigned, transferred and delivered pursuant to subsection (iii) below), which include without limitation those assets set forth on Exhibit G, but specifically excluding the Excluded Assets (as defined below) (the “Purchased Assets, ”). Such Purchased Assets shall be purchased and acquired subject to the terms of any leases existing as of the date of this Agreement with respect to any Purchased Assets to the extent such leases are as disclosed in Section 2.1 of the Disclosure Letter; provided, however, that that (Ai) in the event any such Purchased Asset is subject to a lease under which Seller or any of its Subsidiaries is the lessee, Purchaser shall, at Purchaser’s option, either (iA) assume the lease pursuant to this Agreement, (iiB) purchase the asset from the actual owner of such Purchased Asset in accordance with the terms of the applicable lease; , or (iiiC) treat such asset so it is not deemed a Purchased Asset and as a result not transferred to Purchaser at the Closing; ; (Bii) in the event that Seller discovers, either prior to or after the Closing, that a Purchased Asset that Purchaser reasonably deems to be a non-material Purchased Asset listed on Exhibit H G is shared by business units of Seller other than the Business, such “non-material shared asset” shall be deemed not to be a Purchased Asset and Asset; and (Ciii) contingent upon the Closing, promptly, but in no event later than 3 business days following the termination of provision of the ERP Transition Services (as defined in the case of Purchased Assets, Purchaser may designate that all or a portion of the Purchased Assets be sold, assigned, transferred, conveyed and delivered to a designated Affiliate of Purchaser. (b) Upon the terms and subject to the conditions set forth in this Transition Services Agreement, the IP Matters Agreement and the Manufacturing Trademark License Agreement, at the Closing), Seller shall or shall cause one or more of its Subsidiaries to sell, assigntransfer, transfer convey and convey deliver to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, a Purchasing Party as Purchaser the case may designate), be) and Purchaser (and/or any such designated Subsidiariesa Purchasing Party, as the case may be) shall purchase purchase, acquire and acquire accept from Seller or and/or such Subsidiaries, as appropriateall of Seller’s and such Subsidiaries’ respective right, title and interest in the Inventory (the “Subsequent Closing”). No additional consideration shall be paid by Purchaser hereunder in connection with the transfer of such Inventory at the Subsequent Closing. EXECUTION VERSION (b) Notwithstanding the terms of Section 2.1(a), Seller will not sell, convey, assign, transfer or deliver to Purchaser or any Purchasing Party pursuant to this Agreement, and neither Purchaser nor any Purchasing Party will purchase or acquire hereunder any other assets of Seller or its Subsidiaries other than the Purchased Assets (the “Excluded Assets”), which Excluded Assets shall include, without limitation, the Transferred IP Rights following assets: (as defined i) all cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities, bank accounts, corporate credit cards and other similar cash items of Seller and its Subsidiaries; (ii) all minute books, records, stock ledgers, Tax records and all other materials that Seller and its Subsidiaries are required by Law to retain; (iii) the shares of the capital stock of Seller and all of the Seller’s or any Selling Party’s ownership interest in any Subsidiary or other Person; (iv) all export licenses to the IPMA)extent not exclusively related to the operation of the Business; (v) all insurance policies, binders and claims and rights thereunder and proceeds thereof; (vi) all rights under all Contracts of Seller or its Subsidiaries other than the Transferred Trademarks Assumed Contracts; (as defined in vii) all rights to refunds, credits or similar benefits relating to Taxes and other governmental charges of whatever nature for periods ending prior to the IPMAClosing Date; (viii) and the Transferred IP Licenses (as defined in the IPMA), including the right to pursue past damages based on third-party infringement all intellectual property rights of Seller or its Subsidiaries other than the Transferred IP Rights, the Transferred Trademarks and also including the goodwill of the Business appurtenant to trademarks included in the Transferred IP RightsLicenses, subject to the terms of any licenses granted the IPMA and the Manufacturing Trademark License Agreement in each instance; (ix) all real property and rights in respect of real property of the Seller and its Subsidiaries; (x) all assets of the Seller Plans; (xii) all rights with respect to third parties existing as or arising under the Excluded Assets; (xiii) all assets and other rights relating to the Business sold or otherwise transferred or disposed of during the period from the date of this Agreement (through and including corporate patent cross-licenses) or the Closing Date, in any licenses granted after event in accordance with the date hereof not in violation provisions of this Agreement with respect Agreement; (xiv) other than the rights to such Transferred IP Rights.receive certain services pursuant to the terms of the Transition Services Agreement, if any, all rights to receive administrative and corporate (overhead, shared and other) services and benefits of the kind provided to the Business by Seller and its Subsidiaries, either directly or indirectly through third-party service providers, prior to the Closing Date, including, without limitation (A) computer and information processing services, (B) finance, accounting and payroll services, (C) facilities management services (including, without limitation, environmental, health and safety), (D) treasury services (including, without limitation, banking, insurance, administration, taxation and internal audit), (E) general and administrative services, (F) executive and management services, (G) legal services, (H) human resources services, (I) risk management services, (J) group purchasing EXECUTION VERSION services, (K) corporate marketing, strategy and development services, (L) corporate travel and aircraft services and (M) investor relation services; and

Asset Purchase. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing (as defined below in Section 8.1below), Seller shall or shall cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, a Purchasing Party as Purchaser the case may designatebe), and Purchaser (and/or any such designated Subsidiariesa Purchasing Party, as the case may be) shall purchase, acquire and accept from Seller and/or such Subsidiaries, all of Seller’s and such Subsidiaries’ respective right, title and interest in and to all of the assets, properties and rights primarily related to the Business (other than (X) with respect to Intellectual Property matters which are addressed exclusively in the IPMA and the Manufacturing Trademark License Agreement, and (Y) Inventory, which will be sold, assigned, transferred and delivered pursuant to subsection (iii) below), which include without limitation those assets set forth on Exhibit G, but specifically excluding the Excluded Assets (as defined below) (the “Purchased Assets, ”). Such Purchased Assets shall be purchased and acquired subject to the terms of any leases existing as of the date of this Agreement with respect to any Purchased Assets to the extent such leases are as disclosed in Section 2.1 of the Disclosure Letter; provided, however, that that (Ai) in the event any such Purchased Asset is subject to a lease under which Seller or any of its Subsidiaries is the lessee, Purchaser shall, at Purchaser’s option, either (iA) assume the lease pursuant to this Agreement, (iiB) purchase the asset from the actual owner of such Purchased Asset in accordance with the terms of the applicable lease; , or (iiiC) treat such asset so it is not deemed a Purchased Asset and as a result not transferred to Purchaser at the Closing; ; (Bii) in the event that Seller discovers, either prior to or after the Closing, that a Purchased Asset that Purchaser reasonably deems to be a non-material Purchased Asset listed on Exhibit H G is shared by business units of Seller other than the Business, such “non-material shared asset” shall be deemed not to be a Purchased Asset and Asset; and (Ciii) contingent upon the Closing, promptly, but in no event later than 3 business days following the termination of provision of the ERP Transition Services (as defined in the case of Purchased Assets, Purchaser may designate that all or a portion of the Purchased Assets be sold, assigned, transferred, conveyed and delivered to a designated Affiliate of Purchaser. (b) Upon the terms and subject to the conditions set forth in this Transition Services Agreement, the IP Matters Agreement and the Manufacturing Trademark License Agreement, at the Closing), Seller shall or shall cause one or more of its Subsidiaries to sell, assigntransfer, transfer convey and convey deliver to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, a Purchasing Party as Purchaser the case may designate), be) and Purchaser (and/or any such designated Subsidiariesa Purchasing Party, as the case may be) shall purchase purchase, acquire and acquire accept from Seller or and/or such Subsidiaries, as appropriateall of Seller’s and such Subsidiaries’ respective right, title and interest in the Inventory (the “Subsequent Closing”). No additional consideration shall be paid by Purchaser hereunder in connection with the transfer of such Inventory at the Subsequent Closing. (b) Notwithstanding the terms of Section 2.1(a), Seller will not sell, convey, assign, transfer or deliver to Purchaser or any Purchasing Party pursuant to this Agreement, and neither Purchaser nor any Purchasing Party will purchase or acquire hereunder any other assets of Seller or its Subsidiaries other than the Purchased Assets (the “Excluded Assets”), which Excluded Assets shall include, without limitation, the Transferred IP Rights following assets: (as defined i) all cash, cash equivalents, bank deposits, investment accounts, lockboxes, certificates of deposit, marketable securities, bank accounts, corporate credit cards and other similar cash items of Seller and its Subsidiaries; (ii) all minute books, records, stock ledgers, Tax records and all other materials that Seller and its Subsidiaries are required by Law to retain; (iii) the shares of the capital stock of Seller and all of the Seller’s or any Selling Party’s ownership interest in any Subsidiary or other Person; (iv) all export licenses to the IPMA)extent not exclusively related to the operation of the Business; (v) all insurance policies, binders and claims and rights thereunder and proceeds thereof; (vi) all rights under all Contracts of Seller or its Subsidiaries other than the Transferred Trademarks Assumed Contracts; (as defined in vii) all rights to refunds, credits or similar benefits relating to Taxes and other governmental charges of whatever nature for periods ending prior to the IPMAClosing Date; (viii) and the Transferred IP Licenses (as defined in the IPMA), including the right to pursue past damages based on third-party infringement all intellectual property rights of Seller or its Subsidiaries other than the Transferred IP Rights, the Transferred Trademarks and also including the goodwill of the Business appurtenant to trademarks included in the Transferred IP RightsLicenses, subject to the terms of any licenses granted the IPMA and the Manufacturing Trademark License Agreement in each instance; (ix) all real property and rights in respect of real property of the Seller and its Subsidiaries; (x) all assets of the Seller Plans; (xii) all rights with respect to third parties existing as or arising under the Excluded Assets; (xiii) all assets and other rights relating to the Business sold or otherwise transferred or disposed of during the period from the date of this Agreement (through and including corporate patent cross-licenses) or the Closing Date, in any licenses granted after event in accordance with the date hereof not in violation provisions of this Agreement with respect Agreement; (xiv) other than the rights to such Transferred IP Rights.receive certain services pursuant to the terms of the Transition Services Agreement, if any, all rights to receive administrative and corporate (overhead, shared and other) services and benefits of the kind provided to the Business by Seller and its Subsidiaries, either directly or indirectly through third-party service providers, prior to the Closing Date, including, without limitation (A) computer and information processing services, (B) finance, accounting and payroll services, (C) facilities management services (including, without limitation, environmental, health and safety), (D) treasury services (including, without limitation, banking, insurance, administration, taxation and internal audit), (E) general and administrative services, (F) executive and management services, (G) legal services, (H) human resources services, (I) risk management services, (J) group purchasing services, (K) corporate marketing, strategy and development services, (L) corporate travel and aircraft services and (M) investor relation services; and

Asset Purchase. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing closing of the transactions contemplated herein (as defined below in Section 8.1the "Closing"), TransWestern agrees to purchase from Seller, and Seller shall or shall agrees to (and Shareholders agree to cause one or more of its Subsidiaries to Seller to) sell, assign, transfertrans-fer, convey and deliver to Purchaser TransWestern, free and clear of any Security Interest (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, as Purchaser may designate), and Purchaser (and/or any such designated Subsidiariesother than Permitted Security Interests) shall purchase, acquire and accept from Seller and/or such Subsidiaries, all of Seller’s and such Subsidiaries’ respective 's right, title and interest in and to all of the assets, rights, properties and interests of every kind and nature, whether tangible or intangible, and wherever located, which are owned or used by Seller in the operation of the Business and (collectively, the "Purchased Assets"), subject other than those assets identified on the attached "Excluded Assets Schedule", including, without limitation, all of Seller's right, title and interest in the following assets: (i) Records (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to the terms any edition of any leases existing as Directory, together with copies of the date of this Agreement all Customer Contracts; (ii) Customer Contracts with respect to any Purchased Assets to the extent such leases are disclosed in Section 2.1 of the Disclosure Letter; provided, however, that (A) in the event any such Purchased Asset is subject to a lease under which Seller or any of its Subsidiaries is the lessee, Purchaser shall, at Purchaser’s option, either (i) assume the lease pursuant to this Agreement, (ii) purchase the asset from the actual owner of such Purchased Asset in accordance with the terms of the applicable lease; or all Future Editions; (iii) treat such asset so it is not deemed a Purchased Asset Intellectual Property, goodwill associ-ated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, reme-dies against infringe-ments thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller in connection with the ownership, operation or publication of any Directories; (iv) Advance Payments made in connection with the Future Editions (other than the Transition Directories); (v) all accounts, notes and other receivables arising in connection with any Future Editions of the Directories; (vi) all Pre-Paid Direct Costs; (vii) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Assumed Contracts" on the attached "Contracts Schedule"; (viii) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (ix) all franchises, approvals, permits, licens-es, orders, registrations, certif-i--▇▇▇▇▇, variances and similar rights obtained from governments and govern-mental agencies associated with, relating to or arising out of or as a result not transferred of the ownership or operation of the Directories; (x) rights to Purchaser at the Closing; (B) in the event that Seller discoversreceive mail, either prior telephone calls and other communications addressed to or directed at Seller (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others), but subject to Seller being able to fulfill its obligations under Section 4.4 after the Closing, that a and payments relating to the Purchased Asset that Purchaser deems to be a nonAssets; (xi) ad-material Purchased Asset copy, drawings, specifications, advertis-ing and promotional materials, studies, reports and other printed or written materi-als relating to, associated with or used by Seller in connection with the ownership or publication of any Directories; and (xii) the fixed assets listed on Exhibit H is shared by business units of Seller other than the Business, such “non-material shared asset” shall be deemed not to be a Purchased Asset and (C) in the case of Purchased Assets, Purchaser may designate that all or a portion of the Purchased attached "Fixed Assets be sold, assigned, transferred, conveyed and delivered to a designated Affiliate of PurchaserSchedule. (b) Upon the terms and subject to the conditions set forth in this Agreement, the IP Matters Agreement and the Manufacturing Trademark License Agreement, at the Closing, Seller shall or shall cause one or more of its Subsidiaries to sell, assign, transfer and convey to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, as Purchaser may designate), and Purchaser (and/or any such designated Subsidiaries) shall purchase and acquire from Seller or such Subsidiaries, as appropriate, the Transferred IP Rights (as defined in the IPMA), the Transferred Trademarks (as defined in the IPMA) and the Transferred IP Licenses (as defined in the IPMA), including the right to pursue past damages based on third-party infringement of the Transferred IP Rights, and also including the goodwill of the Business appurtenant to trademarks included in the Transferred IP Rights, subject to the terms of any licenses granted to third parties existing as of the date of this Agreement (including corporate patent cross-licenses) or any licenses granted after the date hereof not in violation of this Agreement with respect to such Transferred IP Rights."

Asset Purchase. (a) Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing closing of the transactions contemplated herein (as defined below in Section 8.1the "Closing"), TransWestern agrees to purchase from Seller, and Seller shall or shall agrees to (and Shareholder agrees to cause one or more of its Subsidiaries to Seller to) sell, assign, transfer, convey and deliver to Purchaser (and/or such direct or indirect SubsidiariesTransWestern, including without limitation Catapult Communications Ireland Limited, as Purchaser may designate), free and Purchaser (and/or clear of any such designated Subsidiaries) shall purchase, acquire and accept from Seller and/or such SubsidiariesSecurity Interest, all of Seller’s and such Subsidiaries’ respective 's right, title and interest in and to the Business following assets (collectively, the "Purchased Assets"): (i) customer files and records and data contained therein (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) all Future Edition Customer Contracts; (iii) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller or Shareholder in connection with the ownership, operation or publication of any Directories; (iv) all Advance Payments associated with Future Edition Customer Contracts and all accounts, notes and other receivables arising in connection with any Future Editions; (v) all Pre-Paid Direct Costs; (vi) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule"; (vii) certain tangible assets set forth on the attached "Additional Purchased Assets Schedule" and identified by TransWestern to Seller after the Closing with an aggregate book value not to exceed $50,000 (based on the book values assigned to such assets on the Additional Purchased Assets Schedule); (viii) the leases set forth on the attached "Assumed Leases Schedule"; (ix) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (x) all franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from governments and govern mental agencies associated with, relating to or arising as a result of the ownership or operation of the Directories; (xi) rights to receive mail, telephone calls and other communications addressed to or directed at Seller or Shareholder (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others) and payments relating to the Purchased Assets; (xii) ad-copy, subject to drawings, specifications, advertising and promotional materials, studies, reports and other printed or written materials relating to, associated with or used by Seller or Shareholder in connection with the terms ownership or publication of any leases existing Directories; (xiii) the Coastal Note; and (xiv) all other assets, rights, properties and interests of every kind and nature, whether tangible or intangible, and wherever located and possessed and owned by Seller or Shareholder as of the date of this Agreement with respect to any Purchased Assets Closing Date to the extent such leases are disclosed in Section 2.1 assets directly relate to the ownership of any Directories or the advertising, publication or printing of any Future Editions consistent with the intent of the Disclosure Letter; provided, however, that (A) in the event any such Purchased Asset is subject to a lease under which Seller or any of its Subsidiaries is the lessee, Purchaser shall, at Purchaser’s option, either (i) assume the lease pursuant to this Agreement, (ii) purchase the asset from the actual owner of such Purchased Asset in accordance with the terms of the applicable lease; or (iii) treat such asset so it is not deemed a Purchased Asset and Parties as a result not transferred to Purchaser at the Closing; (B) in the event that Seller discovers, either prior to or after the Closing, that a Purchased Asset that Purchaser deems to be a non-material Purchased Asset listed on Exhibit H is shared by business units of Seller other than the Business, such “non-material shared asset” shall be deemed not to be a Purchased Asset and (C) in the case of Purchased Assets, Purchaser may designate that all or a portion of the Purchased Assets be sold, assigned, transferred, conveyed and delivered to a designated Affiliate of Purchaser. (b) Upon the terms and subject to the conditions set forth expressed in this Agreement, the IP Matters Agreement and the Manufacturing Trademark License Agreement, at the Closing, Seller shall or shall cause one or more of its Subsidiaries to sell, assign, transfer and convey to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, as Purchaser may designate), and Purchaser (and/or any such designated Subsidiaries) shall purchase and acquire from Seller or such Subsidiaries, as appropriate, the Transferred IP Rights (as defined in the IPMA), the Transferred Trademarks (as defined in the IPMA) and the Transferred IP Licenses (as defined in the IPMA), including the right to pursue past damages based on third-party infringement of the Transferred IP Rights, and also including the goodwill of the Business appurtenant to trademarks included in the Transferred IP Rights, subject to the terms of any licenses granted to third parties existing as of the date of this Agreement (including corporate patent cross-licenses) or any licenses granted after the date hereof not in violation of this Agreement with respect to such Transferred IP Rights.

Asset Purchase. (a) Upon On the terms and subject to the conditions set forth in of this Agreement, at the Closing (as defined below in Section 8.1), Seller MAST shall or shall cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, as Purchaser may designate)GP Corp, and Purchaser (and/or any such designated Subsidiaries) GP Corp shall purchase, acquire and accept purchase from Seller and/or such SubsidiariesMAST, all of SellerMAST’s and such Subsidiaries’ respective right, title and interest in all of the assets, properties and rights used or held for use by MAST in the operation or conduct of its historical business existing on the Effective Date, wherever located, whether tangible or intangible, real, personal or mixed, including, for the avoidance of doubt, the following assets (except, in each case, for the Excluded Assets), whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in MAST’s books or financial statements: (i) the Assigned Contracts and all prepayments related thereto; (ii) the Assumed Leases and any deposits related thereto; (iii) the leasehold interest (the “Transferred Premises”) described in Section 1.1(b)(iii) of the disclosure letter delivered by MAST to GP Corp concurrent with delivery of this Agreement (the “Disclosure Letter”); (iv) all Fixtures and Supplies; (v) the Business Records which relate to the assets acquired by GP Corp under this Agreement (the “Purchased Assets”) and the Assumed Liabilities to the extent the purchase and sale thereof is permitted by Law and, with respect to any portion of such Business Records which are required by Law to be retained by MAST or its Affiliates, the right to access and copy such portions; (vi) the Goodwill connected with the use of the Purchased Assets; (vii) all rights to the claims, causes of action, rights of recovery, and rights of set-off, made or asserted against any Person on or after the Effective Date relating to the Purchased Assets, subject to the terms whether arising out of any leases existing as of the date of this Agreement with respect to any Purchased Assets to the extent such leases are disclosed in Section 2.1 of the Disclosure Letter; providedactions or conditions occurring prior to, howeveron, that (A) in the event any such Purchased Asset is subject to a lease under which Seller or any of its Subsidiaries is the lessee, Purchaser shall, at Purchaser’s option, either (i) assume the lease pursuant to this Agreement, (ii) purchase the asset from the actual owner of such Purchased Asset in accordance with the terms of the applicable lease; or (iii) treat such asset so it is not deemed a Purchased Asset and as a result not transferred to Purchaser at the Closing; (B) in the event that Seller discovers, either prior to or after the ClosingEffective Date, that a Purchased Asset that Purchaser deems including all rights to be a non-material Purchased Asset listed on Exhibit H is shared by business units of Seller ▇▇▇ for or assert claims against and seek remedies and to retain any and all damages, settlement amounts and other than the Business, such “non-material shared asset” shall be deemed not to be a Purchased Asset amounts therefrom; (viii) all Software; and (Cix) all guarantees, warranties, indemnities and similar rights in favor of MAST or its Affiliates related to any of the case of foregoing (collectively, the “Purchased Assets, Purchaser may designate that all or a portion of the Purchased Assets be sold, assigned, transferred, conveyed ”) free and delivered to a designated Affiliate of Purchaser. (b) Upon the terms and subject to the conditions set forth in this Agreement, the IP Matters Agreement and the Manufacturing Trademark License Agreement, at the Closing, Seller shall or shall cause one or more of its Subsidiaries to sell, assign, transfer and convey to Purchaser (and/or such direct or indirect Subsidiaries, including without limitation Catapult Communications Ireland Limited, as Purchaser may designate), and Purchaser (and/or any such designated Subsidiaries) shall purchase and acquire from Seller or such Subsidiaries, as appropriate, the Transferred IP Rights (as defined in the IPMA), the Transferred Trademarks (as defined in the IPMA) and the Transferred IP Licenses (as defined in the IPMA), including the right to pursue past damages based on third-party infringement of the Transferred IP Rights, and also including the goodwill of the Business appurtenant to trademarks included in the Transferred IP Rights, subject to the terms clear of any licenses granted to third parties existing as of the date of this Agreement (including corporate patent cross-licenses) or any licenses granted after the date hereof not in violation of this Agreement with respect to such Transferred IP RightsEncumbrances.