Common use of Assets to be Purchased Clause in Contracts

Assets to be Purchased. (a) Subject to the conditions specified in this Agreement, at the Closing (as defined herein), Seller shall sell, assign and transfer to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights (collectively, the “Purchased Assets”): (i) the Assigned Trademark and the goodwill associated therewith; (ii) all copyrights owned by Seller in the labels and inserts used with the Products; (iii) all Inventory owned by Seller as of the Closing Date; (iv) the Know-how; (v) all ANDAs; (vi) all Regulatory Documents; and (vii) all of Seller’s rights under the Assumed Contracts. (b) The Purchased Assets shall not include any assets other than the assets specifically listed or described in Section 2.1(a). Notwithstanding the definition of Purchased Assets set forth above, the following assets (collectively, the “Excluded Assets”) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets and shall be retained by Seller: (i) the Xxxxxx Xxxxxxxx Trademarks; (ii) any refunds payable to Seller for Taxes of any nature paid prior to the Closing Date; and (iii) all cash, cash equivalents, trade and account receivables and similar items of Seller accrued prior to the Closing Date, whether or not the same may relate in whole or in part to the Products or the manufacturing, marketing or sale thereof by Seller.

Assets to be Purchased. (a) Subject to the conditions specified in this Agreement, at the Closing (as defined herein), Seller shall sell, assign and transfer to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights (collectively, the “"Purchased Assets”):"): ---------------- (i) the Assigned Trademark and the goodwill associated therewith; (ii) all copyrights owned by Seller in the labels and inserts used with the Products; (iii) all Inventory owned by Seller as of the Closing Date; (iv) the Know-how; (v) all ANDAs; (vi) all Regulatory Documents; and (vii) all of Seller’s 's rights under the Assumed Contracts. (b) The Purchased Assets shall not include any assets other than the assets specifically listed or described in Section 2.1(a). Notwithstanding the -------------- definition of Purchased Assets set forth above, the following assets (collectively, the “"Excluded Assets”") are expressly excluded from the purchase --------------- and sale contemplated hereby and, as such, are not included in the Purchased Assets and shall be retained by Seller: (i) the Xxxxxx Xxxxxxxx Trademarks; (ii) any refunds payable to Seller for Taxes of any nature paid prior to the Closing Date; and (iii) all cash, cash equivalents, trade and account receivables and similar items of Seller accrued prior to the Closing Date, whether or not the same may relate in whole or in part to the Products or the manufacturing, marketing or sale thereof by Seller.

Assets to be Purchased. Seller shall sell to Purchaser and Purchaser shall purchase from Seller each of the following assets and services of Seller (the "Assets"): (a) Subject fee simple interests in the real estate, together with the buildings and improvements consti- tuting the Branch location known as the North Street Branch, as more particularly described in Exhibit II attached hereto and made a part hereof (herein, the "Real Estate"); (b) all of Seller's rights and interest in the lease to the conditions specified Branch location known as the Big Elk Mall Branch, as attached hereto as Exhibit III and made a part hereof (herein, the "Lease"), shall be assumed by Purchaser; (c) subject to the provisions of Section 7.6, all rights of Seller in this Agreementmaintenance, janitorial, security alarm or other contracts relating to the operation and maintenance of the Branches (herein, collectively, the "Operating Contracts"); (d) all right, title and interest of Seller in fixtures, furnishings, equipment, leasehold improve- ments and furniture now owned or leased by Seller and existing at the Closing Branches, as more particularly described in Exhibit IV attached hereto and made a part hereof (as defined hereinthe "Furnishings"); (e) cash in an amount equal to the face value, plus accrued interest, (i) of all the deposit accounts including without limitation (other than non-XXX fiduciary accounts) in all retail and commercial checking accounts, passbook savings accounts, money market investment accounts (including, without limita- tion, Access CD), Seller shall sellNOW accounts, assign statement savings accounts and transfer individual retirement accounts listed on the books of the Branches as of the close of business on the Effective Date as to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights which permission to trans- fer is not withheld under Section 11.8 (collectively, the “Purchased Assets”):"Accounts"), (ii) all of the certificates of deposit listed as originating at the Branches or owned by customers whose accounts are maintained at the Branches as of the close of business on the Effective Date as to which permission to transfer is not with- held under Section 11.8 (the "Certificates") (the Accounts and the Certificates being referred to collectively as the "Total Accounts"), the aggregate balance of which as of May 26, 1999 is $23,253,406; and (iii) cash "on hand" at the Big Elk Mall Branch as of the close of business on the Effective Date; (f) all consumer loans associated with or collateralized by the Total Accounts referenced in (e) above as of the close of business on the Effective Date (the "Loans"); (g) the covenant by Seller not to compete with Purchaser described in Section 5 hereof (herein, the "Covenant Not to Compete"); (h) assistance in the transfer of employees of the Branches pursuant to Section 4.3; and (i) assistance in notification of depositors and other customers, transfer of Total Accounts, Loans and clearance of items received after the Assigned Trademark and the goodwill associated therewith; (ii) all copyrights owned by Seller in the labels and inserts used with the Products; (iii) all Inventory owned by Seller as of the Closing Effective Date; (iv) the Know-how; (v) all ANDAs; (vi) all Regulatory Documents; and (vii) all of Seller’s rights under the Assumed Contracts. (b) The Purchased Assets shall not include any assets other than the assets specifically listed or described in Section 2.1(a). Notwithstanding the definition of Purchased Assets set forth above, the following assets (collectively, the “Excluded Assets”) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets and shall be retained by Seller: (i) the Xxxxxx Xxxxxxxx Trademarks; (ii) any refunds payable to Seller for Taxes of any nature paid prior to the Closing Date; and (iii) all cash, cash equivalents, trade and account receivables and similar items of Seller accrued prior to the Closing Date, whether or not the same may relate in whole or in part to the Products or the manufacturing, marketing or sale thereof by Seller.

Assets to be Purchased. (a) Subject to the conditions specified in this Agreement, at the Closing (as defined herein), Seller shall sell, assign and transfer to Purchaser, and Purchaser shall buy from Seller, the following property, assets and rights (collectively, the “"Purchased Assets”"): (i) the Assigned Trademark and the goodwill associated therewith; (ii) all copyrights owned by Seller in the labels and inserts used with the Products; (iii) all Inventory owned by Seller as of the Closing Date; (iv) the Know-how; (v) all ANDAs; (vi) all Regulatory Documents; and (vii) all of Seller’s 's rights under the Assumed Contracts. (b) The Purchased Assets shall not include any assets other than the assets specifically listed or described in Section 2.1(a). Notwithstanding the definition of Purchased Assets set forth above, the following assets (collectively, the “"Excluded Assets”") are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets and shall be retained by Seller: (i) the Xxxxxx Warnxx Xxxxxxxx TrademarksXxxdemarks; (ii) any refunds payable to Seller for Taxes of any nature paid prior to the Closing Date; and (iii) all cash, cash equivalents, trade and account receivables and similar items of Seller accrued prior to the Closing Date, whether or not the same may relate in whole or in part to the Products or the manufacturing, marketing or sale thereof by Seller.

Assets to be Purchased. (a) Subject to and upon the terms and conditions specified in of this Agreement, Agreement at the Closing closing of the transactions contemplated by this Agreement (as defined hereinthe "CLOSING"), the Seller shall sell, assign transfer, convey, assign, deliver and transfer where applicable, license to Purchaserthe IMSI, and Purchaser the IMSI shall buy purchase from the Seller, the following propertyproperties, assets and other rights (collectively, and interests of the “Purchased Assets”):Seller including: (i) all web site materials including, without limitation, all website content, web links, databases, agreements, records and object and source code relating to the Assigned Trademark and URL known as "clipxxx.xxx" (xollectively, the goodwill associated therewith"SITE"); (ii) all copyrights owned by Seller in books, records and accounts, correspondence, production records, technical, accounting, customer lists, customer registration files and databases, and any confidential information which has been reduced to writing relating to the labels and inserts used with the ProductsSite; (iii) all Inventory owned by Seller as of the Closing Date; Seller's right, title and interest i and to, including the right to enforce, all intangible property rights, including but not limited to inventions, discoveries, trade secrets, United States and foreign patents and applications, the domain name "clipxxxxxxxxxxxxx.xxx" xxd any derivation thereof, trademark registrations, applications for trademark registrations, logos, copyrights, copyright registrations, owned or where not owned used by the Seller in its business as it relates to the Site (iv) collectively, the Know-how; (v) all ANDAs; (vi) all Regulatory Documents; and (vii) all of Seller’s rights under the Assumed Contracts."INTANGIBLE Property");and (b) The Purchased Assets shall not include any Site, Intangible Property and other properties, assets other than and business of the assets specifically listed or Seller described in Section 2.1(a). Notwithstanding the definition of Purchased Assets set forth above, the following assets paragraph (collectively, the “Excluded Assets”a) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets and above shall be retained by Seller: (i) referred to collectively as the Xxxxxx Xxxxxxxx Trademarks; (ii) any refunds payable to Seller for Taxes of any nature paid prior to the Closing Date; and (iii) all cash, cash equivalents, trade and account receivables and similar items of Seller accrued prior to the Closing Date, whether or not the same may relate in whole or in part to the Products or the manufacturing, marketing or sale thereof by Seller"ASSETS."

Assets to be Purchased. (a) Subject On the terms and subject to the conditions specified in this Agreementset forth herein, at the Closing (as defined herein)Closing, Seller and certain Affiliates of Seller, as applicable, shall sell, convey, assign and transfer to PurchaserBuyer, and Purchaser Buyer shall buy purchase, acquire and accept from Seller and certain Affiliates of Seller, as applicable, in each case free and clear of all Liens other than Permitted Liens, all of the following propertyrights, title and interests of Seller and such Affiliates of Seller in and to all of the properties, contracts, rights and other assets (of every kind, nature, character and description, whether tangible or intangible, whether accrued, contingent or otherwise and wherever situated), used in the Business as of the Closing (assuming compliance by Seller and Parent with the terms of this Agreement) that are not Excluded Assets (the "Assets"), including the following: (a) the Real Property; (b) the Personal Property, including those items described in Section 2.1(b) of the Seller Disclosure Letter and all spare parts owned by Seller (other than the spare rotating assembly for the centrifuge) wherever located; (c) the Inventory; (d) Seller's rights under all contracts and agreements to which it is a party and the rights of Parent and other Subsidiaries or Affiliates of Parent under contracts entirely or primarily related to the Business to which Parent or such other Subsidiaries or Affiliates of Parent are parties (collectivelythe "Contracts") including (i) the Material Contracts and (ii) any Contracts entered into by Seller after the date hereof in accordance with the terms of this Agreement (such Contracts referred to above in this Section 2.1(d) being referred to as the "Assumed Contracts"), provided that the “Purchased Assumed Contracts shall not include any Intercompany Contracts that are not listed in Section 2.1(d) of the Seller Disclosure Letter or any Retained Contracts; (e) the Permits and Environmental Permits, which are listed in Sections 3.9(b) and 3.10(b) of the Seller Disclosure Letter, respectively, and all pending applications therefor or renewals of any of them; (f) all data and records primarily related to the Business or the Assets”):, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and, subject to applicable Law, copies of all personnel records (other than personnel records relating to the Overland Park Employees), but excluding all of Seller's books and records relating to Income Taxes, all books and records relating to the Excluded Assets and Excluded Liabilities, and any other records that Seller is required by Law to retain in its possession; (g) the Business Intellectual Property; (h) all insurance benefits received after the date hereof, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing, unless expended in accordance with this Agreement; (i) all rights of Seller or, if applicable, its Affiliates, including rights of recovery and rights of set off of any kind in favor of Seller or, if applicable, its Affiliates, against third parties, in any Action pertaining to or arising out of the Assigned Trademark Assets, or offsetting any Assumed Liabilities, including all such Actions listed in Section 2.1(i) of the Seller Disclosure Letter except to the extent Seller or, if applicable, any of its Affiliates, is asserting such rights, including rights of recovery and rights of set-off of any kind in favor of Seller or, if applicable, its Affiliates against third parties, in any Action pertaining to or arising out of the goodwill associated therewithExcluded Assets or offsetting any Excluded Liabilities; (iij) all copyrights owned by rights of Seller or, insofar as the rights relate to the Assets, Affiliates of Seller, relating to deposits and prepaid expenses, claims for refunds and rights to offset in the labels and inserts used with the Products; (iiirespect thereof, other than those listed in Section 2.2(g) all Inventory owned by Seller as of the Closing Date; (iv) Seller Disclosure Letter or otherwise arising from or relating to the Know-how; (v) all ANDAs; (vi) all Regulatory DocumentsExcluded Assets or the Excluded Liabilities; and (viik) all accounts receivable in respect of the Business, including, accounts receivable to be paid by Persons other than Affiliates of Seller to Parent or Parent's Other Affiliates under Contracts entirely or primarily related to the Business but not otherwise including accounts receivable from Affiliates of Seller’s rights under the Assumed Contracts. (b) The Purchased Assets shall not include any assets other than the assets specifically listed or described in Section 2.1(a). Notwithstanding the definition of Purchased Assets set forth above, the following assets (collectively, the “Excluded Assets”) are expressly excluded from the purchase and sale contemplated hereby and, as such, are not included in the Purchased Assets and shall be retained by Seller: (i) the Xxxxxx Xxxxxxxx Trademarks; (ii) any refunds payable to Seller for Taxes of any nature paid prior to the Closing Date; and (iii) all cash, cash equivalents, trade and account receivables and similar items of Seller accrued prior to the Closing Date, whether or not the same may relate in whole or in part to the Products or the manufacturing, marketing or sale thereof by Seller.