Assets to be Contributed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall contribute, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall receive, purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the assets of Seller, including the following (but excluding the Excluded Assets) (collectively, the “Assets”): (a) all Contracts to which Seller is a party and all indemnities owed to Seller thereunder, other than any Excluded Contracts (the “Assumed Contracts”); (b) all of Seller’s machinery, equipment, hardware, furnishings, fixtures, leasehold improvements (excluding, for the avoidance of doubt, the leasehold improvements and fixtures owned by any landlord and/or sublandlord of Seller), vehicles, parts, supplies, and other tangible property, together with any express or implied warranty of the manufacturers or sellers of any item or component thereof; (c) all Leases (written or oral) of Seller, other than Excluded Contracts; (d) all raw materials, work-in-process, finished goods, inventories, supplies, purchased parts, and other tangible property of Seller of any kind whatsoever, including, without limitation, all such property of Seller of any kind located in any building, office, warehouse or other space leased, owned or occupied by Seller; (e) all security deposits, customer deposits, prepayments, prepaid expenses, claims, refunds and deferred items, to the extent assignable under applicable Legal Requirements; (f) all Cash (including all xxxxx cash and cash on hand) and accounts, notes and other receivables of Seller, and all deposit, bank, demand, time, savings, passbook and similar accounts maintained by Seller with a bank, brokerage, investment company, financial institution, depositary institution or similar entity, but only to the extent such Cash is reflected in the Final Closing Cash and receivables are reflected in the Final Working Capital; (g) the right to xxxx and receive payment for products shipped or sold but unbilled or unpaid as of the Closing; (h) the right to receive and retain mail, email, and other communications (except as they relate solely to Excluded Assets or Retained Liabilities), and all telephone numbers, facsimile numbers, domain names, websites, social media lists and accounts (including, without limitation, Facebook and Twitter) and email addresses of Seller; (i) all lists, books, records, documents, correspondence, and other information of any kind (including those pertaining to accounts, Transferred Employees, personnel, agents, customers, suppliers, referral sources and other business relations) and all studies, plans, accounting records, data (including all customer data and PII collected, processed or used by Seller or on its behalf in the conduct of the Business), policies, procedures, ledgers, files, engineering drawings, specifications, brochures and business records of every kind (including all financial, business and marketing plans and information), in each case of Seller, and whether evidenced in writing or electronic data (including by computer) (collectively, “Records”), to the extent permitted by applicable Legal Requirements; (j) all of Seller’s advertising, marketing, promotional and trade show materials and all other printed or written materials and Seller’s copyrights thereto (if any), including such materials currently contemplated to be used in the Business; (k) all Governmental Authorizations, orders and similar rights of Seller, and the rights to all data and records held by the Governmental Body from whom such Governmental Authorizations were obtained), in each case to the extent transferable under applicable Legal Requirements; (l) all Intellectual Property Assets of Seller, including those currently contemplated to be used in the Business, and all licenses, sublicenses and other agreements (written or oral) of Seller relating to the Intellectual Property Assets; (m) all proprietary and third party Software developed or otherwise owned by Seller and all licenses granted to Seller for third party Software, including those currently contemplated to be used in the Business, and including all user, technical, maintenance or other documentation relating to any such Software, in all cases, as they relate exclusively to the Business; (n) all rights to causes of action, lawsuits, judgments, claims and demands of any nature whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, available to or being pursued by Seller or with respect to the Business or the ownership, use, function or value of any Asset, whether ongoing, by way of counterclaim or otherwise; (o) all websites of the Seller, including all copy, content and software underlying same; (p) the social media handles identified in Disclosure Schedule 2.1(p); (q) all other assets and properties of Seller not mentioned above, to the extent used in the operation of the Business; and (r) all goodwill and other intangible assets as a going concern of the Business or associated with the items listed above; (s) provided that the Buyer acknowledges that the Seller is a subsidiary of the Stockholder (who has a number of other operating divisions and subsidiaries), and that the Seller has a subsidiary (Xxxxxxxxx Instruments, LLC) that is an Excluded Asset, and the references to Assets as used herein or any Ancillary Documents, including each clause above, shall be construed to include Assets of the Seller, and expressly excludes assets to the extent they are owned by the Stockholder or its Related Persons (other than the Seller) or the Seller’s other Related Persons, or are or relate to the Excluded Assets or Retained Liabilities.
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Assets to be Contributed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Contributor shall contribute, selltransfer, convey, assign, transfer and deliver to BuyerCompany, and Buyer Company shall receive, purchase acquire and acquire accept from SellerContributor, free and clear of any Encumbrances other than Permitted all Encumbrances, all of Seller’s right, title and interest of Contributor in and to all of the assets assets, properties, claims, contracts, rights and goodwill of SellerContributor (of every kind, including nature, character and description, whether real, personal or mixed, tangible or intangible, accrued, contingent or otherwise, wherever situated) used in connection with the following (but excluding Business as of the Excluded Assets) Closing Date (collectively, the “Acquired Assets”):), other than the Excluded Assets, including:
(a) all inventory, accounts receivable and other receivables arising from the operation of the Business and accruing on and after the Closing Date, billed and unbilled, recorded and unrecorded, with collection agencies or otherwise, including reimbursable expenses;
(b) all equipment, furniture, fixtures, office furnishings, supplies, computer hardware, computer software (owned by or licensed to Contributor), databases (including all databases that include customer information and correspondence) and related documentation (with the computer hardware, computer software, databases, and related documentation collectively referred to as “Software”), including Contributor’s telephones, telephone numbers, facsimile numbers, e-mail addresses and other property related to the operations of the Business;
(c) the documents, files, books, lists, records and correspondence (or applicable portions thereof), whether written or electronically stored, or copies thereof, relating to the Acquired Assets;
(d) all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities, and similar rights in favor of the Business (specifically excluding all guarantees, warranties, representations, covenants, indemnities, and similar rights made by Company in favor of Contributor under this Agreement);
(e) all Contracts to which Seller Contributor is a party that are related to the Acquired Assets or the Business, including all processing agreements with credit card and debit card processors and all indemnities owed merchant agreements with merchants entered into by Contributor, as well as all subagent and sales representative relationships, including all residual payments, residual payment rights, earned residuals, future residuals, direct revenue, instruments, and documents related to Seller thereunderor arising from such processing agreements and merchant agreements, other than any Excluded Contracts in each case net of all recurring fees and expenses to Company related to such payments or rights to payments thereunder (the “Assumed Contracts”);
(bf) all of Seller’s machinery, equipment, hardware, furnishings, fixtures, leasehold improvements (excluding, for the avoidance of doubt, the leasehold improvements and fixtures owned by any landlord and/or sublandlord of Seller), vehicles, parts, supplies, and other tangible propertyand intangible assets, together with any express or implied warranty of the manufacturers or sellers of any item or component thereof;
(c) all Leases (written or oral) of Seller, other than Excluded Contracts;
(d) all raw materials, work-in-process, finished goods, inventories, supplies, purchased parts, properties and other tangible property of Seller rights of any kind whatsoeveror description, includingwherever located, without limitationthat are used or held for use in connection with the Business, all such property of Seller of any kind located in any building, office, warehouse or other space leased, owned or occupied by Seller;
(e) all security deposits, customer deposits, prepayments, prepaid expenses, claims, refunds and deferred items, to the extent assignable under applicable Legal Requirements;
(f) all Cash (including all xxxxx cash and cash on hand) and accounts, notes and other receivables of Seller, and all deposit, bank, demand, time, savings, passbook and similar accounts maintained by Seller with a bank, brokerage, investment company, financial institution, depositary institution or similar entity, but only to the extent such Cash is reflected in the Final Closing Cash and receivables are reflected in the Final Working CapitalIntellectual Property;
(g) the right all formulae, algorithms, work product of research and development, technical data, technical or business specifications, business processes, inventions (whether patentable or unpatentable and whether or not reduced to xxxx practice), works of authorship and receive payment for products shipped or sold but unbilled or unpaid as other similar materials, and all tangible embodiments of the Closingforegoing, in any form whether or not specifically listed herein relating to the Business;
(h) all goodwill and the right going concern value of Contributor relating to receive and retain mail, email, and other communications (except as they relate solely to Excluded Assets or Retained Liabilities), and all telephone numbers, facsimile numbers, domain names, websites, social media lists and accounts (including, without limitation, Facebook and Twitter) and email addresses of Sellerthe Business;
(i) all listscauses of action, booksrights of recovery, recordschoses in action and rights of setoff of any kind, documentslawsuits, correspondencejudgments, Orders, claims, and other information demands of any kind (including those pertaining nature available to accounts, Transferred Employees, personnel, agents, customers, suppliers, referral sources and other business relations) and all studies, plans, accounting records, data (including all customer data and PII collected, processed or used being pursued by Seller or on its behalf in the conduct of the Business), policies, procedures, ledgers, files, engineering drawings, specifications, brochures and business records of every kind (including all financial, business and marketing plans and information), in each case of Seller, and whether evidenced in writing or electronic data (including by computer) (collectively, “Records”), Contributor to the extent permitted by applicable Legal Requirements;
(j) all of Seller’s advertising, marketing, promotional and trade show materials and all other printed or written materials and Seller’s copyrights thereto (if any), including such materials currently contemplated to be used in the Business;
(k) all Governmental Authorizations, orders and similar rights of Seller, and the rights to all data and records held by the Governmental Body from whom such Governmental Authorizations were obtained), in each case related to the extent transferable under applicable Legal Requirements;
(l) all Intellectual Property Assets Acquired Assets, whether arising by way of Sellercounterclaim or otherwise, including those currently contemplated to be used in the Business, and all licenses, sublicenses and other agreements (written or oral) of Seller relating to the Intellectual Property Assets;
(m) all proprietary and third party Software developed or otherwise owned by Seller and all licenses granted to Seller for third party Software, including those currently contemplated to be used in the Business, and including all user, technical, maintenance or other documentation relating to but specifically excluding any such Software, in all cases, as they relate exclusively to the Business;
(n) all rights to causes of action, lawsuits, judgments, claims Orders, claims, and demands that constitute Excluded Assets;
(j) to the extent assignable or otherwise transferable, all Governmental Authorizations related to the Acquired Assets or the Business and issued by or obtained from a Governmental Authority;
(k) to the extent assignable or otherwise transferable, all rights of any nature whether xxxxxx Contributor under nondisclosure or inchoateconfidentiality, known noncompete, or unknownnonsolicitation agreements with current and former employees, contingent or non-contingent, available to or being pursued by Seller consultants and agents of Contributor or with respect third parties, in each case to the extent relating to the Business or the ownership, use, function Acquired Assets (or value of any Asset, whether ongoing, by way of counterclaim or otherwise;
(o) all websites of the Seller, including all copy, content and software underlying same;
(p) the social media handles identified in Disclosure Schedule 2.1(pportion thereof);
(q) all other assets and properties of Seller not mentioned above, to the extent used in the operation of the Business; and
(rl) all goodwill except as prohibited by applicable Legal Requirements, Contributor’s books and other intangible assets as a going concern of the Business or associated with the items listed above;
(s) provided that the Buyer acknowledges that the Seller is a subsidiary of the Stockholder (who has a number of other operating divisions and subsidiaries), and that the Seller has a subsidiary (Xxxxxxxxx Instruments, LLC) that is an Excluded Asset, and the references records relating to Assets as used herein or any Ancillary DocumentsTransferred Associates, including each clause aboveany and all records or written documents relating to performance reviews, shall be construed to include Assets performance improvement plans, statements of disciplinary actions taken and all other information maintained in such Transferred Associates’ personnel files (collectively, the Seller, and expressly excludes assets to the extent they are owned by the Stockholder or its Related Persons (other than the Seller) or the Seller’s other Related Persons, or are or relate to the Excluded Assets or Retained Liabilities“Employee Records”).
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Samples: Asset Contribution Agreement (Priority Technology Holdings, Inc.)
Assets to be Contributed. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall contribute, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall receive, purchase and acquire from Seller, free and clear of any Encumbrances other than Encumbrance, excluding any Permitted Real Property Encumbrances, all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following assets (but excluding the Excluded Assets):
(i) all of Seller’s fee right, title and interest in and to the assets of Sellerany real property, including the following real property described in Schedule 2.6(a), together with all covenants, rights, options, easements and privileges thereto (but excluding the Excluded Assets“Owned Real Property”), and, further, together with all buildings, structures, fixtures and other improvements located thereon (including, without limitation, any and all plumbing, air conditioning, heating, ventilating, mechanical, electrical and other utilities and other utility systems, landscaping, sidewalks, construction in progress, security devices, signs and lighting fixtures) (collectively, the “AssetsImprovements”):
); and (aii) all Contracts to which Seller is a party and all indemnities owed to Seller thereunderof Seller’s leasehold interest in Leased Real Property, other than any Excluded Contracts (including the “Assumed Contracts”Leased Real Property described in Schedule 2.6(a);
(b) all of Seller’s machinery, equipment, hardware, furnishings, fixtures, leasehold improvements tangible personal property owned or leased by Seller (excluding, for other than the avoidance of doubtInventories) (collectively, the leasehold improvements and fixtures owned by any landlord and/or sublandlord of Seller“Tangible Personal Property”), vehicles, parts, supplies, and other tangible property, together with any express or implied warranty of the manufacturers or sellers of any item or component thereof;
(c) all Leases (written or oral) of Seller, other than Excluded Contracts;
(d) all raw materials, work-in-process, finished goods, inventories, supplies, purchased parts, and other tangible property of Seller of any kind whatsoever, including, without limitation, all such equipment, furniture, fixtures, machinery, vehicles, office furnishings, computer hardware, instruments, leasehold improvements, spare parts and, to the extent assignable or transferable, including, but not limited to, the tangible personal property listed on Schedule 2.5(b);
(c) the Seller Contracts listed on Annex B (the “Assumed Seller Contracts”);
(d) all inventories of Seller usable goods and supplies of any kind Seller, including pharmaceuticals and medications, food, janitorial supplies, office supplies, forms, consumables, disposables, linens, and medical supplies, wherever located in any building(collectively, office, warehouse or other space leased, owned or occupied by Sellerthe “Inventories”);
(e) all security depositsaccounts receivable of Seller (excluding the Government Patient Receivables), customer depositsbilled and unbilled, prepaymentsrecorded or unrecorded, prepaid expensesaccrued and existing, claimswhether or not written off, refunds and deferred itemsas of the Closing Date (collectively, to the extent assignable under applicable Legal Requirements“Non-Government Receivables”);
(f) all Cash (including all xxxxx cash and cash on hand) and accounts, notes and other receivables of Seller, and all deposit, bank, demand, time, savings, passbook and similar accounts maintained the right to payments received by Seller with a bank, brokerage, investment company, financial institution, depositary institution or similar entity, but only in respect of the Government Patient Receivables pursuant to the extent such Cash is reflected in the Final Closing Cash and receivables are reflected in the Final Working CapitalSection 1.9;
(g) the right to xxxx and receive payment for products shipped or sold but unbilled or unpaid as of the Closing;
(h) the right to receive and retain mail, email, and other communications (except as they relate solely to Excluded Assets or Retained Liabilitiesotherwise provided in Section 1.2(h) and (i), all Governmental Authorizations of Seller and all telephone numbers, facsimile numbers, domain names, websites, social media lists and accounts (including, without limitation, Facebook and Twitter) and email addresses of Seller;
(i) all lists, books, records, documents, correspondence, and other information of any kind (including those pertaining to accounts, Transferred Employees, personnel, agents, customers, suppliers, referral sources and other business relations) and all studies, plans, accounting records, data (including all customer data and PII collected, processed pending applications or used by Seller or on its behalf in the conduct of the Business), policies, procedures, ledgers, files, engineering drawings, specifications, brochures and business records of every kind (including all financial, business and marketing plans and information), in each case of Seller, and whether evidenced in writing or electronic data (including by computer) (collectively, “Records”), to the extent permitted by applicable Legal Requirements;
(j) all of Seller’s advertising, marketing, promotional and trade show materials and all other printed or written materials and Seller’s copyrights thereto (if any), including such materials currently contemplated to be used in the Business;
(k) all renewals for Governmental Authorizations, orders and similar rights of Seller, and the rights to all data and records held by the Governmental Body from whom such including those Governmental Authorizations were obtained)listed on Schedule 2.21, in each case to the extent transferable under applicable Legal Requirementsto Buyer;
(h) all financial, patient, medical staff, personnel and other records relating to the Facility or the Assets (including, without limitation, all accounts receivable records, equipment records, medical administrative libraries, medical records, patient billing records, documents, catalogs, books, records, files, operating manuals and current personnel records), but excluding the Excluded Records;
(i) all of the intangible rights and property of Seller, including the Intellectual Property Assets, and all going concern value and goodwill of Seller;
(j) all insurance benefits, including rights and proceeds, arising from or relating to the Assets prior to the Closing Date;
(k) all claims of Seller against third parties relating to the Assets, and any transferable warranties or guaranties issued for the benefit of Seller with respect to the Assets;
(l) all Intellectual Property Assets of Seller, including those currently contemplated to be used in the Business, and all licenses, sublicenses and other agreements (written or oral) rights of Seller relating to the Intellectual Property Assetsdeposits and prepaid expenses, claims for refunds and rights to offset in respect thereof which are not excluded under Section 1.2(a) or Section 1.2(f);
(m) all proprietary and third party Software developed or otherwise owned by Employee Benefit Plans of Seller and all licenses granted to Seller for third party Software, including those currently contemplated to be used in listed on Annex C (the Business, and including all user, technical, maintenance or other documentation relating to any such Software, in all cases, as they relate exclusively to the Business;“Assumed Benefit Plans”); and
(n) all rights other properties and assets of every kind, character and description, tangible or intangible, owned by Seller, whether or not similar to causes the items specifically set forth above. All of actionthe property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, lawsuits, judgments, claims and demands the transfer of the Assets pursuant to this Agreement will not include the assumption of any nature whether xxxxxx liability or inchoate, known or unknown, contingent or non-contingent, available to or being pursued by Seller or with obligation in respect to the Business or the ownership, use, function or value of any Asset, whether ongoing, by way of counterclaim or otherwise;
(o) all websites of the Seller, including all copy, content and software underlying same;
(p) the social media handles identified in Disclosure Schedule 2.1(p);
(q) all other assets and properties of Seller not mentioned above, to the extent used in the operation of the Business; and
(r) all goodwill and other intangible assets as a going concern of the Business or associated with the items listed above;
(s) provided that thereof unless the Buyer acknowledges that the Seller is a subsidiary of the Stockholder (who has a number of other operating divisions and subsidiaries), and that the Seller has a subsidiary (Xxxxxxxxx Instruments, LLC) that is an Excluded Asset, and the references expressly assumes such liability or obligation pursuant to Assets as used herein or any Ancillary Documents, including each clause above, shall be construed to include Assets of the Seller, and expressly excludes assets to the extent they are owned by the Stockholder or its Related Persons (other than the Seller) or the Seller’s other Related Persons, or are or relate to the Excluded Assets or Retained LiabilitiesSection 1.3.
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Assets to be Contributed. Upon Subject to and in reliance upon the terms terms, provisions and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall contribute, sell, convey, assign, transfer contribute and deliver to Buyer, Buyer and Buyer shall receiveacquire, purchase and acquire from Seller, free and clear as of any Encumbrances other than Permitted Encumbrancesthe Closing (as defined in Section 1.4 hereof), all of Seller’s rightthe properties and assets comprising the MacGregor Dental Centers business of every kind and description, title tangible and interest intangible, real, personal or mixed, and wherever located, including, without limitation:
(i) all tangible personal property, furniture, fixtures, equipment, machines, examining tools and supplies used in the MacGregor Dental Centers business, as described on Schedule 1.1(a)(i) attached to this Agreement and to the assets of Sellerincluding those vehicles listed thereon;
(ii) all contracts, including the following (but excluding the Excluded Assets) agreements and understandings (collectively, the “Assets”):
(a"Provider Agreements") all Contracts to which Seller is a party and all indemnities owed to Seller thereunder, other than any Excluded Contracts (the “Assumed Contracts”);
(b) all of Seller’s machinery, equipment, hardware, furnishings, fixtures, leasehold improvements (excluding, for the avoidance of doubt, the leasehold improvements and fixtures owned by any landlord and/or sublandlord of Seller), vehicles, parts, supplies, and other tangible property, together with any express or implied warranty party regarding the provision of dental services to patients in connection with the manufacturers or sellers of any item or component thereof;
(c) all Leases (written or oral) of Seller, other than Excluded Contracts;
(d) all raw materials, work-in-process, finished goods, inventories, supplies, purchased parts, and other tangible property of Seller of any kind whatsoeverMacGregor Dental Centers business, including, without limitation, all such property Provider Agreements with DMOs, HMOs, PPOs, third party payors, employers, labor unions, hospitals, clinics and dental centers, a list of Seller which is attached hereto in Schedule 1.1(a)(ii) and copies of any kind located in any building, office, warehouse or other space leased, owned or occupied by Sellerwhich have been previously provided to Buyer;
(eiii) all security depositspatient lists, customer depositscopies of which have been provided to Buyer, prepaymentsand all records, prepaid expensesincluding all patient records, claimsdocuments, refunds written information, computer tapes, programs and deferred itemsfiles concerning past, present and potential patients relating to the MacGregor Dental Centers business (the "Patient Records"), provided that Buyer and its subsidiaries and affiliates shall maintain the confidentiality of the same to the extent assignable under required by applicable Legal Requirementslaw;
(fiv) all Cash (including all xxxxx cash supplier and cash on hand) and accountsvendor lists, notes and other receivables copies of Seller, and all deposit, bank, demand, time, savings, passbook and similar accounts maintained by Seller with a bank, brokerage, investment company, financial institution, depositary institution or similar entity, but only which are attached to the extent such Cash is reflected in the Final Closing Cash and receivables are reflected in the Final Working Capital;
(g) the right to xxxx and receive payment for products shipped or sold but unbilled or unpaid this Agreement as of the Closing;
(h) the right to receive and retain mail, email, and other communications (except as they relate solely to Excluded Assets or Retained LiabilitiesSchedule 1.1(a)(iv), and all telephone numbersrecords, facsimile numbers, domain names, websites, social media lists and accounts (including, without limitation, Facebook and Twitter) and email addresses of Seller;
(i) including all lists, books, records, documents, correspondencewritten information, computer tapes, programs and other information of any kind files concerning past, present and future dealings and arrangements with suppliers and vendors relating to the MacGregor Dental Centers business;
(including those pertaining v) all computer hardware, cabling and peripherals, tools and supplies relating to accounts, Transferred Employees, personnel, agents, customers, suppliers, referral sources and other the MacGregor Dental Centers business relations) and all studies, plans, accounting records, data (including all customer data and PII collected, processed or used by Seller or on its behalf in the conduct of the Business), policies, procedures, ledgers, files, engineering drawings, specifications, brochures and business records of every kind (including all financial, business and marketing plans and information), in each case of Seller, and whether evidenced in writing or electronic data (including by computer) (collectively, “Records”), to the extent permitted by applicable Legal Requirementsof Seller's interest therein;
(jvi) all of Seller’s advertising's rights to use all of the trademarks, marketingservice marks, promotional trade names, copyrights, patents and trade show materials patent applications and interests thereunder, inventions, processes and know-how, restrictive covenants, licenses and all other printed or written materials and Seller’s copyrights thereto (if any), including such materials currently contemplated to be used in the Business;
(k) all Governmental Authorizations, orders and similar intangible rights of Seller, and the rights to all data and records held by the Governmental Body from whom such Governmental Authorizations were obtained), in each case to the extent transferable under applicable Legal Requirements;
(l) all Intellectual Property Assets of Seller, including those currently contemplated to be used in the Business, and all licenses, sublicenses and other agreements (written or oral) of Seller relating to the Intellectual Property AssetsMacGregor Dental Centers business;
(m) all proprietary and third party Software developed or otherwise owned by Seller and all licenses granted to Seller for third party Software, including those currently contemplated to be used in the Business, and including all user, technical, maintenance or other documentation relating to any such Software, in all cases, as they relate exclusively to the Business;
(n) all rights to causes of action, lawsuits, judgments, claims and demands of any nature whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, available to or being pursued by Seller or with respect to the Business or the ownership, use, function or value of any Asset, whether ongoing, by way of counterclaim or otherwise;
(o) all websites of the Seller, including all copy, content and software underlying same;
(p) the social media handles identified in Disclosure Schedule 2.1(p);
(q) all other assets and properties of Seller not mentioned above, to the extent used in the operation of the Business; and
(r) all goodwill and other intangible assets as a going concern of the Business or associated with the items listed above;
(s) provided that the Buyer acknowledges that the Seller is a subsidiary of the Stockholder (who has a number of other operating divisions and subsidiaries), and that the Seller has a subsidiary (Xxxxxxxxx Instruments, LLC) that is an Excluded Asset, and the references to Assets as used herein or any Ancillary Documents, including each clause above, shall be construed to include Assets of the Seller, and expressly excludes assets to the extent they are owned by the Stockholder or its Related Persons (other than the Seller) or the Seller’s other Related Persons, or are or relate to the Excluded Assets or Retained Liabilities.
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