Common use of Assets to be Conveyed Clause in Contracts

Assets to be Conveyed. On the Closing Date and at the Closing Place, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets"), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer: All accounts payable and Receivables are the responsibility of the Buyer. (a) All of the tangible personal property, physical assets and equipment used or intended to be used in the operation of the business, including but not limited to those assets set forth in Exhibit A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit A, together with any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of business in connection with the acquisition of similar property or assets of greater or equal value (hereinafter referred to as the "Personal Tangible Assets"); (b) All right, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations and other intangibles, to the extent lawfully transferable, which are used, useful or intended to be used in the operation of Business listed on Exhibit A Assets. (c) All of Sellers cash or prepaid deposits, accounts receivable as all are listed on Exhibit B attached hereto ("Balance Sheet") (the supporting documentation shall be provided by Seller to Buyer under Exhibit B); Payables are the burden of Buyer and the Receivables belong to Buyer, and

Assets to be Conveyed. On the terms and subject to the conditions set forth in this Agreement and in the Xxxx of Sale, Assignment and Assumption Agreement substantially in the form of Exhibit B attached hereto (the “Xxxx of Sale”), on the Closing Date and at the Closing Place(as defined herein), Seller will sellshall convey, transfer, assign, convey, transfer sell and deliver to Buyer, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets")Purchaser, free and clear of any Liens (as defined in Section 5.7 hereof), and Purchaser shall acquire, accept and purchase, all debtsright, lienstitle and interest in and to those certain assets of Seller described below (collectively, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer: All accounts payable and Receivables are the responsibility of the Buyer.“Assets”): (a) All Inventory (as defined herein), together with any miscellaneous office supplies, packing and maintenance materials and other similar items of Seller on the Premises or placed in storage by Seller relating to or used by Seller in the conduct of the tangible personal propertyBusiness, physical assets and equipment used including, but not limited to, those items set forth on Schedule 1.1(a); provided, however, that the foregoing shall not include any Excluded Inventory (as defined herein). (b) All (i) finished goods or services relating to any of the Premises for which payment has been made but which are not in Inventory, or otherwise tendered to the Business, to the extent such goods or services are intended to be used utilized by Seller in the conduct of the Business, as set forth on Schedule 1.1(b)(i) (the “Prepaid Items”) and (ii) deposits made by customers of the Business for products ordered but not delivered before the Closing Date as set forth on Schedule 1.1(b)(ii) (the “Customer Deposits”). (c) Seller’s right, title and interest in and to all real property leases with respect to the Premises, including, but not limited to, all subleases, subordination, non-disturbance and attornment agreements and other agreements and instruments affecting rights in the Premises (collectively, the “Leases”), and easements (and rights-of-way relating exclusively to such property) relating exclusively to the Business. Schedule 1.1(c) contains a list of (i) all Leases, together with the location of, and the contracts or leases concerning, the storage facilities utilized exclusively by Seller in the operation of the businessBusiness and (ii) any deposits paid by Seller thereunder. (d) Subject to Section 2.4(b), including but not limited to those assets set forth all equipment, furnishings, fixtures and improvements located upon or attached or used exclusively in Exhibit A attached hereto, except for those connection with the operation of the Business and all other items of tangible personal property specifically identified as excluded assets owned by Seller and used exclusively in the conduct of the Business (the “Fixed Assets”), including those set forth on Exhibit ASchedule 1.1(d) attached hereto, together with provided that “Fixed Assets” shall not include any replacements thereof registers, computers systems, vehicles or additions thereto made between signs. (e) The Lease deposits in the date hereof and aggregate amount of $38,571.44, less the amount of any such Lease deposit that is represented by a letter of credit on the Closing Date, less any retirements made in the ordinary and usual course of business in connection with the acquisition of similar property or assets of greater or equal value (hereinafter referred to which aggregate amount, as the "Personal Tangible Assets"); (b) All rightso reduced, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations and other intangibles, shall be added to the extent lawfully transferable, which are used, useful or intended to be used in the operation of Business listed on Exhibit A AssetsPurchase Price (as defined herein). (cf) All The contracts of Sellers cash or prepaid deposits, accounts receivable as all are listed Seller set forth on Exhibit B Schedule 1.1(f) attached hereto ("Balance Sheet") (collectively, the supporting documentation shall be provided by Seller to Buyer under Exhibit B“Assigned Contracts”); Payables are the burden of Buyer and the Receivables belong to Buyer, and.

Assets to be Conveyed. On the Closing Date and at the Closing PlaceDate, as defined in Section 6 hereof, Seller will sell, assign, conveytransfer, transfer convey and deliver to Buyer: a. the License; b. Except for supplies and other incidental items which in the aggregate are not of material value, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets"), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer: All accounts payable and Receivables are the responsibility of the Buyer. (a) All of the tangible personal property, physical assets and equipment property used or intended to be used useful in the operation of the business, including but not limited Translator which Buyer elects to those assets set forth in Exhibit A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit Apurchase (the “Tangible Personal Property”), together with any replacements thereof such modifications, replacements, improvements and additional items made or additions thereto made acquired between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course . Seller shall provide a complete itemized list of business in connection with the acquisition of similar all tangible personal property used or assets of greater or equal value (hereinafter referred to as the "Personal Tangible Assets"); (b) All right, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations and other intangibles, to the extent lawfully transferable, which are used, useful or intended to be used in the operation of Business listed on Exhibit A Assets.the Translator to Buyer within thirty (30) days after the date of this Agreement, and Buyer will inform Seller within thirty (30) days of the receipt of the list what specific tangible personal property Buyer elects to purchase as part of this transaction; and (c) All c. any files, records, and intangible property or property rights, including but not limited to intellectual property and goodwill, of Sellers cash or prepaid deposits, accounts receivable as all are listed on Exhibit B attached hereto ("Balance Sheet") Seller related to the Translator. The foregoing assets (the supporting documentation shall “Purchased Assets”) are to be provided conveyed by Seller to Buyer under Exhibit B); Payables are through an assignment and any other document of transfer (the burden of Buyer “Closing Documents”) customary for such purpose and the Receivables belong satisfactory in form and substance to Buyer, andSeller, and their respective counsel. The Purchased Assets are to be conveyed to Buyer free and clear of any claims, liabilities, mortgages, deeds of trust, assignments, liens, pledges, conditions, exceptions, restrictions, limitations, charges, security interests or other encumbrances of any nature whatsoever (collectively, “Liens”). The Purchased Assets specifically shall not include: (i) any real property interests of Seller, whether owned or leased, relating to the Translator; (ii) any contracts entered into by Seller relating to the Translator; or (iii) any cash or cash equivalents.

Assets to be Conveyed. On the Closing Date and at the Closing Place, Seller will sell, assign, convey, transfer and deliver to Buyer, and Buyer will acquire, purchase and accept all of the following (hereinafter collectively referred to as the "Assets"), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer: All accounts payable and Receivables are the responsibility of the Buyer. (a) All of the tangible personal property, physical assets and equipment used or intended to be used in the operation of the business, including but not limited to those assets set forth in Exhibit A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit A, together with any replacements thereof or additions thereto made between the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of business in connection with the acquisition of similar property or assets of greater or equal value (hereinafter referred to as the "Personal Tangible Assets"); (b) All right, title and interest to any and all rights, licenses, permits, trademark names, websites, authorizations and other intangibles, to the extent lawfully transferable, which are used, useful or intended to be used in the operation of Business listed on Exhibit A Assets. (c) All of Sellers cash or prepaid deposits, accounts receivable as all are listed on Exhibit B attached hereto ("Balance Sheet") (the supporting documentation shall be provided by Seller to Buyer under Exhibit B); Payables are the burden of Buyer and the Receivables belong to Buyer, andand 2.

Assets to be Conveyed. On the terms and subject to the conditions contained herein and in the Bill xx Sale attached hereto in substantial form as Exhibit 1.01, on the Closing Date and at the Closing Place(as that term is defined in Section 3.01 hereof) Sellers shall convey, Seller will selltransfer, assign, convey, transfer sell and deliver to BuyerPurchaser, and Buyer will Purchaser shall acquire, purchase accept and accept purchase, all right, title and interest in and to those certain assets of Sellers currently used by Sellers in the normal, ordinary course of the operation of the Businesses at the Premises (excluding the Excluded Assets defined hereinbelow) including, but not limited to, all of the following assets, properties and rights of Sellers described in items (hereinafter collectively referred a) to as (h) below (hereinafter, collectively, the "Assets"), free and clear of all debts, liens, security interests, mortgages, trusts, claims, liabilities and encumbrances, except as specifically assumed by Buyer: All accounts payable and Receivables are the responsibility of the Buyer.): (a) All Inventory, Pleasant Grove Store Inventory and the Card Inventory, as determined in accordance with the terms and conditions contained in Sections 2.01 and 2.02 (all as defined in Sections 2.01(c), 201(d) and 2.02(a) hereof), including any miscellaneous office supplies, packing and maintenance materials and other similar items of Sellers on the Premises relating to the Businesses; (b) All (i) finished goods or services for which payment has been made but which are not in inventory on the Premises, or otherwise tendered to the Businesses, to the extent such service or goods will be utilized by the Businesses after the Closing Date (the "Prepaid Items") and (ii) deposits made by customers for products ordered but not delivered before the Closing Date (the "Customer Deposits"). (c) Except as expressly reserved to Sellers in Section 1.02, all of the tangible personal propertySellers' right, physical assets title and equipment used interest in and to all leases for realty or intended personalty, including the real property leases for each of the Premises, subleases, licenses, permits, and easements (and rights-of-way and all permits, approvals or qualifications relating to be used such property issued to Sellers by a governmental authority) relating to the Businesses. Schedule 1.01(c) attached hereto contains a list of all leases for realty utilized by the Sellers in the operation of the business, including but not limited to those assets set forth in Exhibit A attached hereto, except for those items of tangible personal property specifically identified as excluded assets on Exhibit A, together with any replacements thereof or additions thereto made between Businesses at the date hereof and the Closing Date, less any retirements made in the ordinary and usual course of business in connection with the acquisition of similar property or assets of greater or equal value Premises. (hereinafter referred to as the "Personal Tangible Assets"); (bd) All of the right, title and interest in and to any the Businesses conducted by Sellers and the business records together with copies of all books, records, accounts, price lists, sale lists, correspondence, formulations, customer lists, supplier lists, marketing techniques and procedures, intellectual property rights, licensescomputer programs, permitssoftware (together with the licenses for such software), trademark namesdata bases, websiteswhether in the form of computer tapes or otherwise, authorizations related object and source codes, manuals and guide books and any other confidential information and other intangiblesdocuments relating to or arising out of the Businesses assignable by Sellers and not otherwise subject to third-party restrictions on transfer (the "Business Records"). Upon the request of any Seller, Purchaser shall provide Seller with access to the extent lawfully transferable, which are used, useful or intended Business Records subsequent to be used in the operation of Business listed on Exhibit A Assets. (c) All of Sellers cash or prepaid deposits, accounts receivable as all are listed on Exhibit B attached hereto ("Balance Sheet") (the supporting documentation shall be provided by Closing Date to enable such Seller to Buyer under Exhibit B); Payables are fulfill any of its post Closing obligations. In furtherance of the burden of Buyer and the Receivables belong to Buyerforegoing, andPurchaser