Common use of Assets Being Sold Clause in Contracts

Assets Being Sold. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's right, title and interest in and to all of the following assets of Seller comprising the Business, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "Assets"): (a) the content of the courses offered by the Business (the "Courses") and all tangible embodiments thereof, including, without limitation, the library of master tapes, the inventory of video tapes, DVDs and CD-ROMs containing same and all related manuals and training materials; (b) all lists (whether owned, leased or licensed by Seller), documents and records (in both printed form and computer media) of Seller relating to past, present and prospective customers of the Business; (c) all promotional materials used in connection with the marketing, advertising and sale of the Courses, including any and all telemarketing scripts used in the Business; (d) all imprints, titles, names, trade names, trademarks and service marks owned by Seller and used in the Business, including, without limitation, the Marks (as defined in Section 4.09), and all registrations and applications for registration of each of the foregoing, but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom; (e) all patents and patent applications owned by Seller and used in the Business, including, without limitation, the Patents (as defined in Section 4.09); (f) all copyrights, copyright registrations and applications therefor owned by Seller and relating to the content of the Courses; (g) all files and accounting records of Seller, including data stored electronically, to the extent relating solely to the Business; (h) all accounts receivable due Seller in connection with the Business and all prepaid expenses related to the Business, including all those accounts receivable and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08); (i) all furniture, fixtures, equipment, tangible property and other fixed assets located at the Business' leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx (such premises, the "Texas Property"), but excluding the furniture, fixtures, equipment, tangible property or other fixed assets listed on Schedule 1.02 (g) (the "Transferred Equipment"); (j) all software, software systems, databases and database systems relating to the Business, but excluding any software referenced on Schedule 1.02(e); (k) subject to Section 6.02, the Assumed Contracts (as defined in Section 1.03), including all of Seller's rights and benefits in existence on the Closing Date or arising after the Closing Date under the Assumed Contracts; (l) all of Seller's right, title and interest in and to the Domain Names (as defined in Section 4.09) and all registrations thereof; (m) all of the goodwill and going concern value relating solely to the Business; and (n) except as provided in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business, including all assets owned by PDV.

Assets Being Sold. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Seller Sellers shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase and acquire from SellerSellers, all of Seller's Sellers' right, title and interest in and to all of the following assets of Seller comprising Sellers that are held or used in connection with the Business, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date ) (such assets collectively referred to herein as the "Assets"): (a) the content of the courses offered by the Business (the "Courses") Courses and all tangible embodiments thereof, including, without limitation, the library of master tapes, the inventory of video tapes, DVDs and CD-ROMs containing same and all related manuals and training materials; (b) all lists (whether ownedlists, leased or licensed by Seller)databases, documents and records (in both printed form and computer media) of Seller Sellers relating to past, present and prospective customers of the BusinessBusiness (whether owned, leased or licensed by Sellers, and whether in paper or electronic form); (c) all promotional materials used in connection with the marketing, advertising and sale of the Courses, including any and all telemarketing scripts used in the Business; (d) all imprints, titles, names, trade names, trademarks trademarks, service marks, logos and service marks slogans (and any registrations, filings, certificates therefor and related applications) owned or used by Seller and used Sellers primarily in connection with the Business, including, including without limitation, limitation the Marks (as defined in Section 4.09), together with (i) all national, foreign and all registrations and state registrations, applications for registration and renewals and extensions thereof; (ii) all common law rights related thereto; (iii) all goodwill associated therewith; and (iv) all benefits, privileges, causes of each action and remedies relating to any of the foregoingforegoing accrued (including, without limitation, the exclusive rights to apply for and maintain all such registrations, renewals and/or extensions, to xxx for all present or future infringements or other violations of any rights in the Marks and to settle and retain proceeds from any such actions), but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom; (e) all patents and patent applications owned by Seller and used in the Business, including, without limitation, the Patents Copyrights (as defined in Section 4.09)) and all registrations and applications therefor; (f) all copyrightsfiles, copyright registrations and applications therefor owned by Seller and relating to the content of the Courses; (g) all files business and accounting records of SellerSellers, including data stored electronically, to the extent relating solely primarily to the BusinessBusiness ("Business Records"), and, to the extent requested by Purchaser, copies of all Ancillary Business Records (as defined in Section 1.02(d)); (hg) all accounts receivable due Seller Sellers in connection with the Business and all prepaid expenses related relating solely to the Business, including all those accounts receivable and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08); (ih) all furniture, fixtures, equipment, tangible property and other fixed assets used in the Business and located at the Business' leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx00000 Xxxxx Xxxx Road, XxxxxxxxxSunset Hills, Xxxxx (such premises, the "Texas Property"), but excluding the furniture, fixtures, equipment, tangible property or other fixed assets listed on Schedule 1.02 (g) Missouri (the "Transferred Equipment"); (j) all software, software systems, databases and database systems relating to the Business, but excluding any software referenced on Schedule 1.02(e); (ki) subject to Section 6.02, all of Sellers' rights under the Assumed Contracts (as defined in Section 1.03), including all of Seller's rights and benefits in existence on the Closing Date or arising after the Closing Date under the Assumed Contracts; (lj) all of Seller's Sellers' right, title and interest in and to the Domain Names (as defined in Section 4.09) and all registrations thereoftherefor and the content of any websites using such Domain Names; (k) all other intellectual property, including trade secrets and logos, associated primarily with the Business; (l) all of Sellers' right, title and interest in and to the following toll-free telephone numbers: 000-000-0000; 000-000-0000; 000-000-0000; 000-000-0000; 000-000-0000; 000-000-0000; and 000-000-0000; (m) the LMS License (as defined in Section 6.10); (n) all of the goodwill and going concern value relating solely to of the Business; and (no) except as provided in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business, including all assets owned by PDV.

Assets Being Sold. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's ’s right, title and interest in and to all of the following assets of Seller comprising the Business, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "“Assets"”): (a) the content of the courses offered by the Business (the "“Courses"”) and all tangible embodiments thereof, including, without limitation, the library of master tapes, the inventory of video tapes, DVDs and CD-ROMs containing same and all related manuals and training materials; (b) all lists (whether owned, leased or licensed by Seller), documents and records (in both printed form and computer media) of Seller relating to past, present and prospective customers of the Business; (c) all promotional materials used in connection with the marketing, advertising and sale of the Courses, including any and all telemarketing scripts used in the Business; (d) all imprints, titles, names, trade names, trademarks and service marks owned by Seller and used in the Business, including, without limitation, the Marks (as defined in Section 4.09), and all registrations and applications for registration of each of the foregoing, but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom; (e) all patents and patent applications owned by Seller and used in the Business, including, without limitation, the Patents (as defined in Section 4.09); (f) all copyrights, copyright registrations and applications therefor owned by Seller and relating to the content of the Courses; (g) all files and accounting records of Seller, including data stored electronically, to the extent relating solely to the Business; (h) all accounts receivable due Seller in connection with the Business and all prepaid expenses related to the Business, including all those accounts receivable and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08); (i) all furniture, fixtures, equipment, tangible property and other fixed assets located at the Business' ’ leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx (such premises, the "“Texas Property"”), but excluding the furniture, fixtures, equipment, tangible property or other fixed assets listed on Schedule 1.02 (g1.02(g) (the "“Transferred Equipment"”); (j) all software, software systems, databases and database systems relating to the Business, but excluding any software referenced on Schedule 1.02(e); (k) subject to Section 6.02, the Assumed Contracts (as defined in Section 1.03), including all of Seller's ’s rights and benefits in existence on the Closing Date or arising after the Closing Date under the Assumed Contracts; (l) all of Seller's ’s right, title and interest in and to the Domain Names (as defined in Section 4.09) and all registrations thereof; (m) all of the goodwill and going concern value relating solely to the Business; and (n) except as provided in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business, including all assets owned by PDV.

Assets Being Sold. Upon Subject to the terms and subject to the conditions of this Agreement, the Seller shall sell and the Purchaser (relying on the Closing Date (as defined warranties, undertakings and indemnities contained in Section 3.01), Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser this Agreement) shall purchase as at and acquire from Sellerthe Transfer Date free from all liens, all of Seller's rightcharges, title equities and interest in encumbrances the legal and to all beneficial ownership of the Business as a going concern including the following assets of Seller comprising the BusinessAssets, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "Assets"):namely: (a) the content of the courses offered by the Business (the "Courses") and all tangible embodiments thereof, including, without limitation, the library of master tapes, the inventory of video tapes, DVDs and CD-ROMs containing same and all related manuals and training materialsGoodwill; (b) the Property, subject to obtaining the relevant landlord's consent to the assignment of the leases; (c) the Know-how; (d) the Plant and Equipment; (e) the Vehicles; (f) the Stock; (g) subject to any necessary consent of a third party, the benefit (subject to the burden) of the Current Contracts; (h) the Intellectual Property Rights (subject to any licences or other rights granted by third parties); (i) the benefit (so far as the same can be assigned or transferred to or held in trust for the Purchaser) of all rights and claims of the Seller under any warranties, conditions, representations, guarantees or indemnities in favour of the Seller in respect of the Business and subsisting at the Transfer Date, including all the Seller's rights against manufacturers and suppliers with respect to any goods and materials supplied by such manufacturers and suppliers and sold to the Purchaser pursuant to this Agreement or incorporated into any of the Assets; (j) all lists (whether owned, leased or licensed by Seller), documents of customers and suppliers and all books and records (in both printed form and computer media) of Seller relating to past, present the Business and prospective customers the Products and Services and all sales literature (other than any bearing the 'Amtech' name) which is used or capable of being used in connection with the Business; (ck) all promotional materials used in connection with the marketing, advertising books of account and sale records of the Courses, including any Business relating to inputs and outputs for Value Added Tax purposes as are referred to in Section 49 of the Value Added Tax Xxx 0000 and copies of all telemarketing scripts used in returns made for Value Added Tax purposes during the Businessperiod of two years ending on the Transfer Date; (dl) the Debts and all imprintsbills, titles, names, trade names, trademarks notes and service marks owned by Seller and used securities in the Business, including, without limitation, the Marks (as defined in Section 4.09), and all registrations and applications for registration of each possession of the foregoing, but excluding in all cases Seller relating to the PRIMEDIA name and any variations thereof and derivations therefromDebts; (em) all patents and patent applications owned by Seller and used in the Business, including, without limitation, the Patents (as defined in Section 4.09); (f) all copyrights, copyright registrations and applications therefor owned by Seller and relating to the content of the Courses; (g) all files and accounting records of Seller, including data stored electronically, System to the extent relating solely it is not comprised in the Assets referred to the Business;above; and (hn) all accounts receivable due other property, rights and assets of the Seller used, enjoyed or exercised exclusively in connection with the Business and all prepaid expenses related to the Business, including all those accounts receivable not otherwise specified in this Clause 2.1 and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08); (i) all furniture, fixtures, equipment, tangible property and other fixed assets located at the Business' leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx (such premises, the "Texas Property"), but excluding the furniture, fixtures, equipment, tangible property or other fixed assets listed on Schedule 1.02 (g) (the "Transferred Equipment"); (j) all software, software systems, databases and database systems relating to the Business, but excluding any software referenced on Schedule 1.02(e); (k) subject to Section 6.02, the Assumed Contracts (as defined in Section 1.03), including all of Seller's rights and benefits in existence on the Closing Date or arising after the Closing Date under the Assumed Contracts; (l) all of Seller's right, title and interest in and to the Domain Names (as defined in Section 4.09) and all registrations thereof; (m) all of the goodwill and going concern value relating solely to the Business; and (n) except as provided in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business, including all assets owned by PDVClause 2.2.

Assets Being Sold. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Seller shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase and acquire from Seller, all of Seller's right, title and interest in and to all of the following assets of Seller comprising the Business, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "Assets"): (a) the content of the courses offered by the Business (the "Courses") and all tangible embodiments thereof, including, without limitation, the library of master tapes, the inventory of video tapes, DVDs and CD-ROMs containing same and all related manuals and training materials; (b) all lists (whether owned, leased or licensed by Seller), documents and records (in both printed form and computer media) of Seller relating to past, present and prospective customers of the Business; (c) all promotional materials used in connection with the marketing, advertising and sale of the Courses, including any and all telemarketing scripts used in the Business; (d) all imprints, titles, names, trade names, trademarks and service marks owned by Seller and used in the Business, including, without limitation, the Marks (as defined in Section 4.09), and all registrations and applications for registration of each of the foregoing, but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom; (e) all patents and patent applications owned by Seller and used in the Business, including, without limitation, the Patents (as defined in Section 4.09); (f) all copyrights, copyright registrations and applications therefor owned by Seller and relating to the content of the Courses; (g) all files and accounting records of Seller, including data stored electronically, to the extent relating solely to the Business; (h) all accounts receivable due Seller in connection with the Business and all prepaid expenses related to the Business, including all those accounts receivable and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08); (i) all furniture, fixtures, equipment, tangible property and other fixed assets located at the Business' leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx4101 International Parkway, XxxxxxxxxCarrolton, Xxxxx Texas (such premises, the "Texas PropertyTexxx Xxxxxxxx"), but excluding the furniturexxx xxxxxxxxx xxx xxxxxxxxx, fixtures, equipment, tangible property or other fixed assets listed on Schedule 1.02 (g1.02(g) (the "Transferred Equipment"); (j) all software, software systems, databases and database systems relating to the Business, but excluding any software referenced on Schedule 1.02(e); (k) subject to Section 6.02, the Assumed Contracts (as defined in Section 1.03), including all of Seller's rights and benefits in existence on the Closing Date or arising after the Closing Date under the Assumed Contracts; (l) all of Seller's right, title and interest in and to the Domain Names (as defined in Section 4.09) and all registrations thereof; (m) all of the goodwill and going concern value relating solely to the Business; and (n) except as provided in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business, including all assets owned by PDV.

Assets Being Sold. Upon the terms The Company hereby sells, assigns and subject transfers to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Seller shall sell, convey, assign and transfer to PurchaserBuyer, and Purchaser shall purchase the Buyer purchases and acquire acquires from Sellerthe Company, all of Seller's right, title the assets and interest in and to all business of the following Company (but excluding the assets of Seller comprising the Business, other than the Excluded Assets (as defined referred to in Section 1.02section 1.2), all as and to including, but not limited to, the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "Assets"):following: (a) all rights under agreements, commitments and orders, to the content extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of the courses offered by the Business (the "Courses") and all tangible embodiments thereofthis agreement, including, without limitationbut not limited to, the library of master tapesall agreements, the inventory of video tapescommitments and orders with advertisers, DVDs customers, printers, photographers, manufacturers, distributors, subcontractors, lessors, employees, sales representatives and CD-ROMs containing same and all related manuals and training materialssuppliers; (b) all lists tangible assets, wherever located, including fixtures and related equipment; distribution racks; inventory and work in process; photographs, film, advertisements, art work, promotional materials and archives; equipment (whether owned, leased or licensed by Seller), documents and records (in both printed form including office and computer mediaequipment) of Seller relating to pastand furniture; and office supplies, present stationery, forms and prospective customers of the Businesslabels; (c) all promotional materials used computer software and all rights in connection the trademarks, trade names and logos (including registrations and applications for registration of any of them), together with the marketing, advertising and sale good will of the Coursesbusiness associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all telemarketing scripts used in other intangible property and proprietary rights, including, but not limited to, the BusinessCompany's rights to use the advertisements on its postcards and the rights to prepare, reproduce and distribute copies, compilations and derivative works; (d) all imprintsrecords, titlesfiles, namesmailing lists, trade namesadvertiser lists, trademarks customer lists, accounting information and service marks owned by Seller other information and used in data relating to the Business, including, without limitation, the Marks (as defined in Section 4.09), and all registrations and applications for registration of each of the foregoing, but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom; (e) all patents claims against third parties, including claims under manufacturers and patent applications owned by Seller and used in the Business, including, without limitation, the Patents (as defined in Section 4.09)vendors warranties; (f) all copyrights, copyright registrations and applications therefor owned by Seller and relating rights to the content of the Courses; (g) all files post office boxes, telephone numbers and accounting records of Seller, including data stored electronically, to the extent relating solely to the Business; (h) all accounts receivable due Seller facsimile numbers used in connection with the Business and all prepaid expenses related to the Business, including all those accounts receivable and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08); (i) all furniture, fixtures, equipment, tangible property and other fixed assets located at the Business' leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx (such premises, the "Texas Property"), but excluding the furniture, fixtures, equipment, tangible property or other fixed assets listed on Schedule 1.02 (g) (the "Transferred Equipment"); (j) all software, software systems, databases and database systems relating to the Business, but excluding any software referenced on Schedule 1.02(e); (k) subject to Section 6.02, the Assumed Contracts (as defined in Section 1.03), including all of Seller's rights and benefits in existence on the Closing Date or arising after the Closing Date under the Assumed Contracts; (l) all of Seller's right, title and interest in and to the Domain Names (as defined in Section 4.09) and all registrations thereof; (m) all of the goodwill and going concern value relating solely to the Business; and (ng) except all accounts receivable and notes receivable, including, but not limited to, the accounts receivable listed on schedule 1.1(g), prepaid expenses and other current assets. The assets being sold to the Buyer pursuant to this agreement are collectively referred to below as provided in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business, including all assets owned by PDV"Assets."

Assets Being Sold. Upon the terms and subject ANIC hereby agrees to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01), Seller shall sell, convey, transfer, assign and transfer deliver to Purchaser, Xxxxxx or an entity designated by Xxxxxx and Purchaser shall Xxxxxx hereby agrees to purchase and acquire (or cause its designee to purchase) from Seller, all of Seller's right, title and interest in and to all of ANIC the following assets comprising ANIC's warranty (extended service contracts) book of Seller comprising the Businessbusiness (collectively, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "Acquired Assets"): (a) All of ANIC's rights to and interest in the content expirations and renewals on all insurance policies in force as of the courses offered by close of business on the Business closing date as determined under Article IV hereof (the "CoursesClosing Date") issued and all tangible embodiments thereofinsured by ANIC covering extended service contract warranties, including, without limitationbut not limited to, automobiles, boats, motorcycles, and recreational vehicles during the library covered periods, including all rights to complete processing and to xxxx and/or receive premiums, commissions or other revenues whether as additional, contingent or bonus commissions or otherwise with respect thereto (the "Acquired Policies"), subject to all of master tapesthe related obligations under the Acquired Policies other than ANIC's obligations as the issuer and insurer thereof, but excluding the inventory Xxxxxx-Xxxxxx book of video tapes, DVDs business (and CD-ROMs containing same and all the reserves related manuals and training materialsthereto); (b) all lists (whether ownedexpiration files, leased or licensed by Seller)customer account records and underwriting, documents claims and records (in both printed form and computer media) of Seller processing manuals relating to past, present and prospective customers of the BusinessAcquired Policies; (c) all promotional materials used in connection with rights, subject to the marketingrelated obligations, advertising under the contracts and sale commitments, whether written or oral, relating to the Acquired Assets, all of the Courses, including any which contracts and all telemarketing scripts used in the Businesscommitments are listed on Schedule 1.1(c); (d) all imprintsrights to and interest in, titlessubject to the related obligations with respect to, names, trade names, trademarks all computer hardware and service marks owned by Seller and used in the Business, including, without limitation, the Marks (as defined in Section 4.09software listed on Schedule 1.1(d), and all registrations and applications for registration of each of the foregoing, but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom; (e) all patents furniture, fixtures and patent applications owned by Seller and used in the Business, including, without limitation, the Patents (as defined in Section 4.09equipment listed on Schedule 1.1(e);; and (f) copies of all copyrightspolicy forms, copyright registrations rate filings related to such policy forms, and applications therefor owned by Seller and all other regulatory filings relating to the content of the Courses; (g) all files and accounting records of Seller, including data stored electronically, to the extent relating solely to the Business; (h) all accounts receivable due Seller in connection with the Business and all prepaid expenses related to the Business, including all those accounts receivable and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08); (i) all furniture, fixtures, equipment, tangible property and other fixed assets located at the Business' leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx (such premises, the "Texas Property"), but excluding the furniture, fixtures, equipment, tangible property or other fixed assets listed on Schedule 1.02 (g) (the "Transferred Equipment"); (j) all software, software systems, databases and database systems relating to the Business, but excluding any software referenced on Schedule 1.02(e); (k) subject to Section 6.02, the Assumed Contracts (as defined in Section 1.03), including all of Seller's rights and benefits in existence on the Closing Date or arising after the Closing Date under the Assumed Contracts; (l) all of Seller's right, title and interest in and to the Domain Names (as defined in Section 4.09) and all registrations thereof; (m) all of the goodwill and going concern value relating solely to the Business; and (n) except as provided in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business, including all assets owned by PDVAcquired Policies.

Assets Being Sold. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 3.01below), Seller shall sell, convey, assign and transfer to PurchaserPurchaser free and clear of all Liens, and Purchaser shall purchase and acquire from Seller, Seller all of Seller's ’s right, title and interest in and to all of the assets, properties, rights, interests and goodwill of Seller, of every kind and nature whatsoever, including, without limitation, the following assets of Seller comprising the Business, other than the Excluded Assets (as defined in Section 1.02), all as and to the extent they shall exist on the Closing Date (such assets collectively referred to herein as the "“Assets"”), but excluding the Excluded Assets (defined below): (a) the content of the courses offered by the Business (the "Courses") and all tangible embodiments thereof, including, without limitation, the library of master tapes, the inventory of video tapes, DVDs and CD-ROMs containing same and all related manuals and training materials; (b) all lists (whether owned, leased or licensed by Seller), documents and records (in both printed form and computer media) of Seller relating to past, present and prospective customers of the Business; (c) all promotional materials used in connection with the marketing, advertising and sale of the Courses, including any and all telemarketing scripts used in the Business; (d) all imprints, titles, names, trade names, trademarks and service marks owned by Seller and used in the Business, including, without limitation, the Marks (as defined in Section 4.09), and all registrations and applications for registration of each of the foregoing, but excluding in all cases the PRIMEDIA name and any variations thereof and derivations therefrom; (e) all patents and patent applications owned by Seller and used in the Business, including, without limitation, the Patents (as defined in Section 4.09); (f) all copyrights, copyright registrations and applications therefor owned by Seller and relating to the content of the Courses; (g) all files and accounting records of Seller, including data stored electronically, to the extent relating solely to the Business; (h) all accounts receivable due Seller in connection with the Business and all prepaid expenses related to the Business, including all those accounts receivable and prepaid expenses as they exist on the Closing Date determined in a manner consistent with the Statement of Assets and Liabilities (as defined in Section 4.08); (i) all furniture, fixtures, equipment, tangible property and other fixed assets located at the Business' leased premises at 0000 Xxxxxxxxxxxxx Xxxxxxx, Xxxxxxxxx, Xxxxx (such premises, the "Texas Property"), but excluding the furniture, fixtures, equipment, tangible property or other fixed assets listed on Schedule 1.02 (g) (the "Transferred Equipment"); (j) all software, software systems, databases and database systems relating to the Business, but excluding any software referenced on Schedule 1.02(e); (k) subject to Section 6.02, the Assumed Contracts (as defined in Section 1.03), including all of Seller's rights and benefits in existence on the Closing Date or arising after the Closing Date under the Assumed Contracts; (l) all of Seller's ’s right, title and interest in and to the Domain Names Operations; (b) all rights of Seller under Contracts for the sale of advertising with respect to the Operations and all outstanding proposals therefor; (c) all software and software systems owned by Seller or used in connection with the Operations and all databases and database systems owned by Seller or used in connection with the Operations, including, but not limited to, any membership databases, site records databases, service history databases, property management databases and traffic databases (the “Databases”); (d) all lists, mailing lists, documents and records of Seller relating to all past, present or prospective advertisers and customers with respect to the Operations; (e) all promotional materials, rate cards, market research studies and other research of Seller relating to the Operations; (f) all right, title and interest of Seller to and in respect of Seller Intellectual Property (as defined in Section 4.09) 4.12), and all registrations thereofgoodwill associated therewith, licenses and sublicenses granted in respect thereto and rights thereunder; (g) all right, title and interest of Seller to all telephone numbers, facsimile numbers, websites and e-mail addresses (with the xxxxxxxxxx.xxx suffix) relating to the Operations (other than Parent telephone and facsimile numbers), including those listed in Schedule 1.01(g) attached hereto; (h) all of Seller’s rights under Contracts relating to the Operations, including, without limitation, those Contracts set forth on Schedule 1.01(h) (collectively, the “Assumed Contracts”); (i) all of the goodwill of the Operations; (j) all right, title and interest of Seller with respect to all personal property of Seller, including, without limitation, all televisions, equipment, furniture, fixtures (other than office furniture located at 000 Xxxxxxx Xxxxxx, Xxx Xxxx, XX and 000 Xxxxxxxx Xxxxxx, Xxxxxxx, IL), office equipment, computers, communications equipment, supplies, spare and replacement parts and other physical assets of Seller, including, without limitation, the personal property listed in Schedule 1.01(j) attached hereto; (k) all existing files, accounting records, correspondence, internal reports and records related to the Operations, including databases and records (whether in printed form or computer media); (l) all works in progress, finished goods and merchandise-related inventory of the Operations; (m) cash in the amount of $5,000,000 (the “Retained Cash”); (n) all accounts receivable, notes receivable and other rights to payment payable or otherwise owed to Seller; (o) all right, title and interest of the goodwill Seller with respect to all credits, refunds, prepaid expenses, deferred charges, advance payments, security deposits and going concern value relating solely prepaid items, including those listed in Schedule 1.01(o) attached hereto; (p) all rights of Seller, to the Businessextent transferable, under all federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders, decrees and other compliance agreements relating to the Operations, if any; (q) all claims, demands, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment of Seller; and (nr) except as provided all guarantees, warranties, indemnities and similar rights in Section 1.02, any and all other assets, real or personal, tangible or intangible, that are not listed above and are used primarily in the Business, including all assets owned by PDVfavor of Seller.