Common use of Assets and Assumed Liabilities Clause in Contracts

Assets and Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing the Company will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the Company, all assets of the Company (collectively, the "Assets"), including all of the Company's right, title, and interest in and to the following assets: (i) all rights under Applicable Contracts; (ii) all tangible personal property owned, used or leased by the Company, wherever located; (iii) all phone systems, fixtures and furniture and phone numbers; (iv) all trademarks, trademark applications, trade names, Trade Secrets and any and all other intellectual property rights, including those derived, if any, from services previously rendered to customers and the right to sue for past infringements thereof; (v) all softxxxe in which the Company has an interest including source and object codes; all causes of action, judgments, claims, and demands of any nature related to such software; (vi) all customer lists, supplier lists, sales and marketing records and materials, problem lists, license and maintenance fee records, and other business records; (vii) all current assets, including all cash, prepaid expenses, and trade and other accounts and notes receivable; (viii) all intangible property, including goodwill and covenants not to compete; and (ix) all right title and interest into the assumed name ProtcEx. (b) Subject to the terms and conditions of this Agreement, at the Closing the Buyer will assume all of the Company's obligations arising on or after the date of the Closing under the Applicable Contracts listed in Part 2.5 of the Disclosure Letter, except to the extent such liabilities and obligations are specifically excluded by this or the next paragraph of this Section 1.1(b), and the liabilities listed on Schedule 1.1(b) (collectively, the "Assumed Obligations"). Notwithstanding anything to the contrary above, Buyer will not assume any liabilities or obligations of the Company if the existence of such liabilities or obligations either are, or give rise to or result from, facts or circumstances that constitute a misrepresentation or breach of the representations and warranties in Section 2 (irrespective of their period of survival in Section 10.1), either as of the date of this Agreement or as of the Closing Date as if made on the Closing Date. The Assumed Obligations are the only liabilities and obligations of the Company that Buyer will assume in connection with the Contemplated Transactions.

Assets and Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing the Company will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the Company, all assets of the Company (collectively, the "“Assets"”), including all of the Company's ’s right, title, and interest in and to the following assets: (i) all rights under Applicable Contracts; (ii) all tangible personal property owned, used or leased by the Company, wherever located; (iii) all phone systems, fixtures and furniture and phone numbers; (iv) all trademarks, trademark applications, trade names, Trade Secrets and any and all other intellectual property rights, including those derived, if any, from services previously rendered to customers and the right to sue xxx for past infringements thereof; (v) all softxxxe software in which the Company has an interest including source and object codes; all causes of action, judgments, claims, and demands of any nature related to such software; (vi) all customer lists, supplier lists, sales and marketing records and materials, problem lists, license and maintenance fee records, and other business records; (vii) all current assets, including all cash, prepaid expenses, and trade and other accounts and notes receivable; (viii) all intangible property, including goodwill and covenants not to compete; and (ix) all right title and interest into the assumed name ProtcExProteEx. (b) Subject to the terms and conditions of this Agreement, at the Closing the Buyer will assume all of the Company's ’s obligations arising on or after the date of the Closing under the Applicable Contracts listed in Part 2.5 of the Disclosure Letter, except to the extent such liabilities and obligations are specifically excluded by this or the next paragraph of this Section 1.1(b), and the liabilities listed on Schedule 1.1(b) (collectively, the "“Assumed Obligations"”). Notwithstanding anything to the contrary above, Buyer will not assume any liabilities or obligations of the Company if the existence of such liabilities or obligations either are, or give rise to or result from, facts or circumstances that constitute a misrepresentation or breach of the representations and warranties in Section 2 (irrespective of their period of survival in Section 10.1), either as of the date of this Agreement or as of the Closing Date as if made on the Closing Date. The Assumed Obligations are the only liabilities and obligations of the Company that Buyer will assume in connection with the Contemplated Transactions.

Assets and Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing the Company will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the Company, all assets of the Company (collectively, the "Assets"), including all of the Company's right, title, and interest in and to the following assets: (i) all rights under Applicable Contracts; (ii) all tangible personal property owned, used or leased by the Company, wherever located; (iii) all phone systems, fixtures and furniture and phone numbers; (iv) all trademarks, trademark applications, trade names, Trade Secrets and any and all other intellectual property rights, including those derived, if any, from services previously rendered to customers and the right to sue for past infringements thereof; (v) all softxxxe xxftware in which the Company has an interest including source and object codes; all causes of action, judgments, claims, and demands of any nature related to such software; (vi) all customer lists, supplier lists, sales and marketing records and materials, problem lists, license and maintenance fee records, and other business records; (vii) all current assets, including all cash, prepaid expenses, and trade and other accounts and notes receivable; (viii) all intangible property, including goodwill and covenants not to compete; and (ix) all right title and interest into the assumed name ProtcEx. (b) Subject to the terms and conditions of this Agreement, at the Closing the Buyer will assume all of the Company's obligations arising on or after the date of the Closing under the Applicable Contracts listed in Part 2.5 of the Disclosure Letter, except to the extent such liabilities and obligations are specifically excluded by this or the next paragraph of this Section 1.1(b), and the liabilities listed on Schedule 1.1(b) (collectively, the "Assumed Obligations"). Notwithstanding anything to the contrary above, Buyer will not assume any liabilities or obligations of the Company if the existence of such liabilities or obligations either are, or give rise to or result from, facts or circumstances that constitute a misrepresentation or breach of the representations and warranties in Section 2 (irrespective of their period of survival in Section 10.1), either as of the date of this Agreement or as of the Closing Date as if made on the Closing Date. The Assumed Obligations are the only liabilities and obligations of the Company that Buyer will assume in connection with the Contemplated Transactions.

Assets and Assumed Liabilities. (a) Subject to the terms and conditions of this Agreement, at the Closing the Company Seller will sell, transfer, and convey to Buyer, free and clear of any Encumbrances, and Buyer will purchase from the CompanySeller, all right, title and interest of Seller in those assets of the Company (collectively, the "Assets"), including all of the Company's right, title, and interest in and to the following assetsSeller as follows: (i) all rights under Applicable Contractsitems described in Schedule 1.1(a); (ii) all tangible personal property owned, used or leased by the Company, wherever locatedINTENTIONALLY OMITTED; (iii) all phone systemsGovernmental Authorizations and all pending applications therefor or renewals thereof, fixtures and furniture and phone numbersin each case to the extent transferable to Buyer; (iv) all trademarks, trademark applications, trade names, Trade Secrets data and any and all other intellectual property rightsRecords related to the Assets of Seller, including those derivedclient and customer lists and Records, if anyreferral sources, from services previously rendered research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to customers Legal Requirements, copies of all personnel Records and the right to sue for past infringements thereofother Records; (v) all softxxxe of the intangible rights and property of Seller relating to the Assets, including Intellectual Property Rights listed in which the Company has an interest including source and object codes; all causes of action, judgments, claimsSchedule 2.6(a), and demands of any nature related to such softwarethe Software and Patent as listed in Schedule 2.6(c); (vi) all customer listsinsurance benefits, supplier listsincluding rights and proceeds, sales and marketing records and materials, problem lists, license and maintenance fee records, and other business records;arising from or relating to the Assets; and (vii) all current assetsclaims of Seller against third parties relating to the Assets, whether cxxxxx or inchoate, known or unknown, contingent or noncontingent, including all cash, prepaid expenses, such claims listed in Schedule 2.4; All of the property and trade and other accounts and notes receivable; (viii) all intangible property, including goodwill and covenants not assets to compete; and (ix) all right title and interest into be transferred to Buyer hereunder are herein referred to collectively as the assumed name ProtcEx"Assets.". (b) Subject to the terms and conditions of this Agreement, at the Closing the Buyer will not assume all any of the Company's obligations arising on or after the date of the Closing under the Applicable Contracts listed in Part 2.5 of the Disclosure LetterSeller’s liabilities and obligations, except to the extent such liabilities and obligations are specifically excluded by this or the next paragraph of this Section 1.1(b), and the liabilities listed on set forth in Schedule 1.1(b) hereto (collectively, the "“Assumed Obligations"”). Notwithstanding anything to the contrary above, Buyer will not assume any liabilities or obligations of the Company Seller if the existence of such liabilities or obligations either are, or give rise to or result from, facts or circumstances that constitute a misrepresentation or breach of the representations and warranties in Section 2 (irrespective of their period of survival in Section 10.1), either as of the date of this Agreement or as of the Closing Date as if made on the Closing DateAgreement. The Assumed Obligations are the only liabilities and obligations of the Company Seller that Buyer will assume in connection with the Contemplated Transactions.