Common use of Assets to be Purchased Clause in Contracts

Assets to be Purchased. (a) Subject to the terms and conditions hereof on the Closing Date, and as of the Effective Time, Seller shall sell to Buyer, free and clear of all liens, claims, restrictions or encumbrances of any kind, unless otherwise provided herein, all assets and property and associated rights and interests, real, personal, and mixed, tangible and intangible, of whatever kind, owned, used or held for use by Seller (the "Purchased Assets") in connection with the business and operations of Seller (the "Business"). Without limiting the generality of the foregoing, the Purchased Assets include the following items: (i) All assets reflected and/or described on the asset list attached as Schedule -------- A; (ii) All accounts receivable of Seller in connection with the Business; (iii) All contracts of Seller with customers, all contracts for the leasing of equipment by Seller and all of Seller's software licenses or other intellectual property licenses; (iv) All permits, approvals, licenses and certifications issued to Seller by any government authority or by a private testing or certifying authority in connection with the Business, to the extent assignable under the terms thereof and applicable law; (v) All patents, trademarks, service marks, trade names, corporate names, copyrights, and copyrighted works; registrations thereof and applications therefore; trade secrets, software (whether in source code or object code), firmware, mask works, programs, inventions, discoveries, proprietary processes, and items of proprietary know-how, information, data or intellectual property, proprietary prospect lists, customer lists, projections, analyses, and market studies; and licenses, sublicenses, assignments, and agreements in respect of any of the foregoing (the "Intellectual Property"), documentation thereof and the goodwill associated therewith and the right and power to assert, defend and recover title thereto in the same manner and to the same extent as Seller could or could cause to he done if the transactions contemplated hereby did not occur, and the right to recover for past damages on account of the infringement, misuse, or theft thereof. (vi) All records, including business, computer, engineering, and other records, and all associated documents, discs, tapes, and other storage or recordkeeping media of Seller prepared or held in connection with the Business, including but not limited to all sales data, customer lists, accounts, bids, contracts, supplier records, and other data and information of the Business, excluding corporate minute books of Seller; (vii) All rights and claims against others under contracts; and (viii) All other claims against others, rights, and choses in action, liquidated or unliquidated, of Seller arising from the Business, including those arising under insurance policies.

Assets to be Purchased. (a) Subject Upon satisfaction of all conditions to the terms and conditions hereof on the Closing Date, and as obligations of the Effective Timeparties contained herein (other than such conditions as will have been waived in accordance with the terms hereof), Seller shall sell the Company will sell, transfer, convey, assign and deliver to Buyerthe Purchaser and the Purchaser will purchase from the Company, at the Asset Purchase Closing hereunder, free and clear of all mortgages, pledges, liens, claims, restrictions or encumbrances and security interests of any kindkind or nature, unless otherwise provided hereinexcept for Permitted Liens, all assets right, title and property and associated rights and interests, real, personal, and mixed, tangible and intangible, of whatever kind, owned, used or held for use by Seller (the "Purchased Assets") in connection with the business and operations of Seller (the "Business"). Without limiting the generality interest of the foregoing, the Purchased Assets include Company in and to the following itemsassets: (i1) All assets reflected and/or described on all production equipment that is owned or leased by the asset list attached Company, as Schedule -------- Alisted in Section 2.25 of the Disclosure Schedule, provided, however, that with respect to such production equipment that is leased by the Company, such production equipment shall be subject to the liens, encumbrances and security interests of the lessor(s) of such equipment; (ii2) All accounts receivable all patents and patent applications owned by or licensed to the Company, as listed in Section 2.8(a) of Seller in connection the Disclosure Schedule, including all rights to xxx for past infringements, provided, however, that with respect to such patents and patent applications which are licensed to the BusinessCompany, such patents and applications are subject to the provisions of the applicable license with respect to such patents and applications; (iii3) All contracts all research, development, manufacturing processes, trade secrets, know-how, inventions, invention disclosures and clinical, manufacturing, engineering and other technical information and documentation (collectively "Technical Information"), whether owned by the Company or licensed from third parties by the Company, provided, however, with respect to Technical Information licensed from third parties, such Technical Information is subject to the provisions of Seller the applicable license with customers, all contracts for the leasing of equipment by Seller and all of Seller's software licenses or other intellectual property licensesrespect to such Technical Information; (iv4) All permitsall trade names, approvalslogos, licenses and certifications issued to Seller by any government authority or by a private testing or certifying authority in connection with the BusinessURLs, to the extent assignable under the terms thereof and applicable law; (v) All patents, trademarksdomain names, service marks, trade namesdress, corporate namestrademarks, copyrightstrademark applications and trademark registrations listed in Section 2.8(a) of the Disclosure Schedule, including the goodwill associated therewith, and copyrighted works; all rights to xxx for past infringements; (5) all works of authorship, writings, designs, copyrights subsisting in any of the foregoing, copyright applications and copyright registrations thereof as set forth in Section 2.8(a) of the Disclosure Schedule, including all rights to xxx for past infringements; (6) the agreements and applications therefore; trade secretscontracts listed in Section 2.10 of the Disclosure Schedule, software to the extent that such agreements and contracts are assignable and any required consent to such assignment has been obtained; (whether 7) all prepaid expenses and deposits related to inventory, patents, trademarks and manufacturing equipment included in source code the Assets; (8) all quantities of inventory, including, but not limited to, inventory ordered but not yet delivered, all raw materials, components, sub-assemblies, work-in-process and finished goods of the Company all as more fully described in Section 2.26 of the Disclosure Schedule; (9) all purchase orders and advance payments for the Company's Products; (10) all rights of the Company under or object code)pursuant to all warranties, firmwarerepresentations and guarantees made by suppliers, mask worksmanufacturers and contractors; (11) all rights of the Company to any research and development data, internally and externally developed or generated, from any animal, clinical or marketing trials; (12) all consents from any Governmental Authority for the manufacture, marketing or sale of the Company's Products, including all files and documents related thereto, to the extent that such consents may be assigned to the Purchaser; (13) all customer, prospect and vendor lists of the Company, and all of the Company's files and documents (including credit information) relating to such customers, prospects and vendors, and other Company business and financial records, files, books and documents, including without limitation regulatory files, computer programs, inventionsoperating manuals, discoveriesinstructions for use, proprietary processesclinical data, sales and items marketing materials, training materials, sales, distribution and purchase correspondence; (14) all books, records, documents and related information in possession of proprietary know-how, information, data or intellectual property, proprietary prospect lists, customer lists, projections, analyses, and market studies; and licenses, sublicenses, assignments, and agreements in respect of the Company relating to any of the foregoing (and necessary for the "Intellectual Property")design, documentation thereof and the goodwill associated therewith and the right and power to assertdevelopment, defend and recover title thereto in the same manner and to the same extent as Seller could manufacture, marketing or could cause to he done if the transactions contemplated hereby did not occur, and the right to recover for past damages on account sale of the infringement, misuse, or theft thereof. (vi) All records, including business, computer, engineering, and other records, and all associated documents, discs, tapes, and other storage or recordkeeping media of Seller prepared or held in connection with the Business, including but not limited to all sales data, customer lists, accounts, bids, contracts, supplier records, and other data and information of the Business, excluding corporate minute books of Seller; (vii) All rights and claims against others under contractsProducts; and (viii15) All all other claims against others, rights, and choses in action, liquidated assets owned or unliquidated, of Seller arising from leased by the Business, including those arising under insurance policiesCompany that are specifically identified on Exhibit B attached hereto. The foregoing are sometimes collectively referred to as the "Assets."

Assets to be Purchased. (a) Subject to the terms and conditions hereof on set forth in this Agreement, at the Closing Date(as defined in Section 1.8 hereof) Sellers shall sell, transfer, assign, convey and deliver to Sub, and as of the Effective Time, Seller Sub shall sell to Buyer, free purchase and clear of all liens, claims, restrictions or encumbrances of any kind, unless otherwise provided hereinacquire from Sellers, all of Sellers' right, title and interest in and to Sellers' assets and property and associated rights and interests, real, personal, and mixed(wherever located, tangible and intangible, real, personal or mixed, whether known or unknown and whether or not carried on the books and records of whatever kind, owned, used or held for use by Seller Sellers) and the Business (and the goodwill associated therewith) as a going concern (the "Purchased Assets") (excluding only the assets specified in connection with the business and operations of Seller (the "Business"Section 1.2 hereof). Without limiting the generality of the foregoing, including but not limited to, the Purchased Assets include the following itemsfollowing: (ia) All assets reflected and/or described on all of Sellers' rights under all contracts, agreements, arrangements, commitments, instruments and understandings ("Contracts") to which either Seller is a party or which relate to the asset list attached Business, including, without limitation, rights as Schedule -------- Alicensee under software and other intellectual property license agreements; provided, however, that to the extent that an attempted assignment of a Contract without a required consent of the other party to such Contract would constitute a breach thereof, such assignment shall not occur until such time as the consent of such other party to the Contract shall have been obtained; and provided further, that until such time as such consent is obtained, the Seller that is a party to such Contract shall cooperate with Sub in any reasonable arrangement designed to provide Sub the benefits of such Contract and Sub shall cooperate with such Seller in any reasonable arrangement designed to relieve such Seller of its obligations under such Contract; (iib) All accounts receivable all of Seller in connection with Sellers' records, files, books, documents and other data relating to the Assets and the Business; (iiic) All contracts all of Seller with customers, all contracts for the leasing of equipment by Seller Sellers' copyrights and all of Seller's software licenses or other intellectual property licenses; (iv) All permits, approvals, licenses and certifications issued to Seller by any government authority or by a private testing or certifying authority Sellers' rights in connection with the Business, to the extent assignable under the terms thereof and applicable law; (v) All patents, trademarks, service marks, trade names, corporate names, copyrights, names and copyrighted works; registrations thereof and applications therefore; trade secrets, software (whether in source code logos now or object code), firmware, mask works, programs, inventions, discoveries, proprietary processes, and items of proprietary know-how, information, data or intellectual property, proprietary prospect lists, customer lists, projections, analyses, and market studies; and licenses, sublicenses, assignments, and agreements in respect of any of the foregoing (the "Intellectual Property"), documentation thereof and the goodwill associated therewith and the right and power to assert, defend and recover title thereto in the same manner and to the same extent as Seller could or could cause to he done if the transactions contemplated hereby did not occur, and the right to recover for past damages on account of the infringement, misuse, or theft thereof. (vi) All records, including business, computer, engineering, and other records, and all associated documents, discs, tapes, and other storage or recordkeeping media of Seller prepared or held previously used by Sellers in connection with the Business, Business (including but not limited to all sales data, customer lists, accounts, bids, contracts, supplier records, registrations and other data and information applications for registration of the Business, excluding corporate minute books any of Sellerthem); (viid) All all of Sellers' inventions, computer software, trade secrets and confidential data; (e) all of Sellers' rights to the name "Informatics Search Group," "ISG Careers Inc.," and claims against others under contracts"ISG Contracts Inc." and all names derivative therefrom; (f) all of Sellers' leasehold and other interests in all real property leases, and any easements and rights-of-way and any prepaid rent, security deposits and options to renew or purchase in connection therewith; (g) good and marketable title to, or Sellers' leasehold or other interests in, all furnishings, furniture, leasehold improvements, supplies, vehicles, spare parts, signs, computers, machinery and equipment (the "Equipment"); (h) good and marketable title to, or Sellers' leasehold or other interest in, all fixed assets; (i) all municipal, provincial, state and federal franchises, permits, licenses and authorizations held or used by Sellers; (j) all deposits, deferred and prepaid charges, and similar sums; (k) all other tangible assets owned by Sellers wherever located; (l) all of Sellers' accounts and fees receivable; and (viiim) All other all claims against others, rights, and choses in action, liquidated or unliquidated, of Seller arising from the Business, including those arising under insurance policiesthird parties.

Assets to be Purchased. (a) Subject Upon satisfaction of all conditions to the obligations of the parties contained herein (other than such conditions as will have been waived in accordance with the terms hereof), the Company will sell, transfer, convey, assign and conditions hereof on deliver to the Purchaser, and the Purchaser will purchase (and Noble will cause the Purchaser to so purchase) from the Company, at the Closing Date(as hereinafter defined), and as all of the Effective Timebusiness, Seller shall sell to Buyerassets, free properties, goodwill and clear rights of all liensthe Company, claims, restrictions whether tangible or encumbrances of any kind, unless otherwise provided herein, all assets and property and associated rights and interestsintangible, real, personal, and personal or mixed, tangible wheresoever located and intangible, whether or not carried or reflected on the books and records of whatever kind, owned, used Company or held for use by Seller (the "Purchased Assets") in connection with the business and operations of Seller (the "Business"). Without limiting the generality any subsidiary or affiliate of the foregoingCompany including, the Purchased Assets include the following itemswithout limitation: (i) All assets reflected and/or described on real property that is owned by the asset list attached as Schedule -------- ACompany or in which it has any right or interest (excluding the real property located at 238 Xxxx Xxxxxxxx Xxxxxx, Cincinnati, Ohio); (ii) All accounts receivable all rights of Seller the Company in connection with the Businesspersonal property that is owned or leased by the Company or in which it has any right or interest; (iii) All contracts of Seller with customers, all contracts for the leasing of equipment by Seller and all of Seller's software licenses or other intellectual property licensesfranchises; (iv) All permitsall right, approvals, licenses title and certifications issued to Seller by any government authority or by a private testing or certifying authority interest in connection with the Business, and to the extent assignable under use of the terms Company's corporate names and any derivatives or combinations thereof and applicable lawas used by the Company; (v) All patents, trademarks, service marks, trade names, corporate names, copyrights, and copyrighted works; registrations thereof and applications therefore; trade secrets, software all of the Company's Intellectual Property Rights (whether in source code or object codeas hereinafter defined), firmware, mask works, programs, inventions, discoveries, proprietary processes, and items of proprietary know-how, information, data or intellectual property, proprietary prospect lists, customer lists, projections, analyses, and market studies; and licenses, sublicenses, assignments, and agreements in respect of any of the foregoing (the "Intellectual Property"), documentation thereof and including the goodwill associated therewith therewith, rights to use, licenses and sublicenses in respect thereto and the right rights thereunder, royalties and power to assert, defend and recover title thereto in the same manner and to the same extent as Seller could or could cause to he done if the transactions contemplated hereby did not occurremedies against infringement thereof (including past infringements), and the right to recover for past damages on account rights of the infringement, misuse, or theft thereof.protection of interest therein; (vi) All records, including business, computer, engineering, and other records, and all associated documents, discs, tapes, and other storage rights under or recordkeeping media of Seller prepared pursuant to licenses by or held in connection with to the Business, including but not limited to all sales data, customer lists, accounts, bids, contracts, supplier records, and other data and information of the Business, excluding corporate minute books of SellerCompany; (vii) All inventory (materials, work in process, finished goods), equipment, machinery, furniture, fixtures, motor vehicles and supplies; (viii) accounts receivables; (ix) prepaid expenses; (x) all of the Company's rights with respect to insurance policies (if, and to the extent, assignable), contracts, purchase orders, customers, lists of customers and suppliers, sales representative agreements, and all favorable business relationships, causes of action, judgments, claims against others and demands of whatever nature; (xi) all credit balances of or inuring to the Company, under contractsany state unemployment compensation plan or fund; (xii) all of the Company's rights with respect to obligations of the present and former officers and employees and of individuals and corporations; (xiii) all of the Company's rights with respect to partnership or joint venture agreements or arrangements; (xiv) files, papers and records relating to the Company's business and assets; and (viiixv) the assets as reflected on the Latest Unaudited Balance Sheet (as hereinafter defined), with only such dispositions of such assets reflected on the Latest Unaudited Balance Sheet as will have occurred in the ordinary course of business of the Company between the date thereof and the Closing and which are permitted by the terms hereof. (xvi) the trusts or other funding vehicles relating to the Transferred Plans (as hereinafter defined) described in Section 4.11(g). All other claims against othersof the foregoing are sometimes collectively referred to herein as the "Assets" and are more fully described on Exhibit 1.1(a) hereto. (b) Notwithstanding the foregoing, rightsthe Company will not sell, transfer, convey, assign or deliver to the Purchaser, and choses in action, liquidated or unliquidated, of Seller arising the Purchaser will not purchase from the BusinessCompany, the following assets: (i) the consideration delivered to the Company pursuant to this Agreement (as hereinafter defined) for the Assets; (ii) the minute books, corporate seal and stock records of the Company (subject to delivery of complete copies thereof to Purchaser in connection with its due diligence investigation); (iii) shares of the capital stock of the Company, including those arising under insurance policiesshares held by the Company as treasury shares; (iv) cash, money and deposits with financial institutions (except for cash, money and deposits with financial institutions related to Precision Blanking Limited as provided in Exhibit 1.1(a)); and (v) the assets specifically described on Exhibit 1.1(b) hereto.

Assets to be Purchased. (a) Subject to the terms and conditions hereof on the Closing Date, and as of the Effective Time, Seller shall sell to Buyer, free and clear of all liens, claims, restrictions or encumbrances of any kind, unless otherwise provided herein, all assets and property and associated rights and interests, real, personal, and mixed, tangible and intangible, of whatever kind, owned, used or held for use by Seller (the "Purchased Assets") in connection with the business and operations of Seller (the "Business"). Without limiting the generality of the foregoing, the Purchased Assets include the following items: (i) All assets reflected and/or described on the asset list attached as Schedule -------- A; (ii) All accounts receivable of Seller in connection with the Business; (iii) All contracts of Seller with customers, all contracts for the leasing of equipment by Seller and all of Seller's software licenses or other intellectual property licenses; (iv) All permits, approvals, licenses and certifications issued to Seller by any government authority or by a private testing or certifying authority in connection with the Business, to the extent assignable under the terms thereof and applicable law; (v) All patents, trademarks, service marks, trade names, corporate names, copyrights, and copyrighted works; registrations thereof and applications therefore; trade secrets, software (whether in source code or object code), firmware, mask works, programs, inventions, discoveries, proprietary processes, and items of proprietary know-how, information, data or intellectual property, proprietary prospect lists, customer lists, projections, analyses, and market studies; and licenses, sublicenses, assignments, and agreements in respect of any of the foregoing (the "Intellectual Property"), documentation thereof and the goodwill associated therewith and the right and power to assert, defend and recover title thereto in the same manner and to the same extent as Seller could or could cause to he done if the transactions contemplated hereby did not occur, and the right to recover for past damages on account of the infringement, misuse, or theft thereof. (vi) All records, including business, computer, engineering, and other records, and all associated documents, discs, tapes, and other storage or recordkeeping media of Seller prepared or held in connection with the Business, including but not limited to all sales data, customer lists, accounts, bids, contracts, supplier records, and other data and information of the Business, excluding corporate minute books of Seller; (vii) All rights and claims against others under contracts; and (viii) All other claims against others, rights, and choses in action, liquidated or unliquidated, of Seller arising from the Business, including those arising under insurance policies. (b) Notwithstanding the provisions of Section 2.1(a), the Purchased Assets shall not include the assets reflected and/or described on the asset list as excluded assets within Schedule A, which excluded assets shall be retained by Seller (the "Excluded Assets").

Assets to be Purchased. (a) Subject to the terms and conditions hereof on the Closing Date, and as of the Effective Time, Seller shall sell to Buyer, free and clear of all liens, claims, restrictions or encumbrances of any kind, unless otherwise provided herein, all assets and property and associated rights and interests, real, personal, and mixed, tangible and intangible, of whatever kind, owned, used or held for use by Seller (the "Purchased Assets") in connection with the business and operations of Seller (the "Business"). Without limiting the generality of the foregoing, the Purchased Assets include the following items: (i) All assets reflected and/or described on the asset list attached as Schedule -------- A; (ii) All accounts receivable of Seller in connection with the Business; (iii) All contracts of Seller with customers, all contracts for the leasing of equipment by Seller and all of Seller's software licenses or other intellectual property licenses; (iv) All permits, approvals, licenses and certifications issued to Seller by any government authority or by a private testing or certifying authority in connection with the Business, to the extent assignable under the terms thereof and applicable law; (v) All patents, trademarks, service marks, trade names, corporate names, copyrights, and copyrighted works; registrations thereof and applications therefore; trade secrets, software (whether in source code or object code), firmware, mask works, programs, inventions, discoveries, proprietary processes, and items of proprietary know-how, information, data or intellectual property, proprietary prospect lists, customer lists, projections, analyses, and market studies; and licenses, sublicenses, assignments, and agreements in respect of any of the foregoing (the "Intellectual Property"), documentation thereof and the goodwill associated therewith and the right and power to assert, defend and recover title thereto in the same manner and to the same extent as Seller could or could cause to he done if the transactions contemplated hereby did not occur, and the right to recover for past damages on account of the infringement, misuse, or theft thereof. (vi) All records, including business, computer, engineering, and other records, and all associated documents, discs, tapes, and other storage or recordkeeping media of Seller prepared or held in connection with the Business, including but not limited to all sales data, customer lists, accounts, bids, contracts, supplier records, and other data and information of the Business, excluding corporate minute books of Seller; (vii) All rights and claims against others under contracts; and (viii) All other claims against others, rights, and choses in action, liquidated or unliquidated, of Seller arising from the Business, including those arising under insurance policies.