Common use of Assets to be Sold to Buyer Clause in Contracts

Assets to be Sold to Buyer. Upon the terms of and subject to the conditions in this Agreement, at the Closing, the Sellers shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of all Liens, other than Permitted Liens, and the Buyer shall purchase, acquire and accept from the Sellers on the Closing Date, all of Sellers' right, title and interest in and to the Subject Assets, whether tangible or intangible, whether real, personal, mixed, whether accrued, contingent, or otherwise, including without limitation the following: 2.1.1 All assets set forth on SCHEDULE 2.1.1; 2.1.2 All Customer Contracts set in SCHEDULE 2.1.2 and work in progress for Services; 2.1.3 All rights to and interests in Operations Agreements, and, to the extent transferable, all Permits, certificates of authority, development rights, zoning variances, classifications, franchises and other consents granted by a Governmental Authority; 2.1.4 Except as set forth on SCHEDULE 2.1.4, all rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, franchise, certificate of occupancy, other permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization and any intangible property rights associated with or constituting a part of the Business; 2.1.5 All rights, title and interest to and in any Accounts Receivable derived from the Business (including amounts past due) as of the Closing Date; 2.1.6 All prepaid accounts, such as utility and security deposits and the like; 2.1.7 Original or electronic or hard copies of all operating data and records of the Sellers, including all books, records, manuals, operating guidelines and practices, sales and promotional data, advertising materials, business plans, reference catalogs, credit information, historical cost and pricing information, files, correspondence, data, plans, Contracts, recorded knowledge and information (including lists of Customers and suppliers with respect to the Business and Customer and sales correspondence and other files) used in connection with the Business as it is (i) conducted on the Closing Date or (ii) described in the Confidential Memorandum attached hereto as Exhibit A; 2.1.8 All rights arising out of occurrences before or after the Closing and all rights under express or implied warranties in favor of the Seller, if any, relating to the Subject Assets and the Business; and 2.1.9 All right, title and interest of the Sellers in the real property leased or subleased by either of the Sellers, pursuant to the Leases that are listed on SCHEDULE 6.16.1, together with any options to purchase the underlying real property and leasehold improvements thereon, and in each case all other rights, subleases, licenses, permits and easements (including reciprocal parking easements) appurtenant to or related to the such leases or subleases.

Assets to be Sold to Buyer. Upon the terms of and subject to the conditions in this Agreement, at the Closing, the Sellers Seller shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of all Liens, other than Permitted Liens, Buyer and the Buyer shall purchase, acquire and accept from the Sellers Seller on the Closing Date, all of Sellers' right, title and interest in and to Date the Subject Assets, whether tangible or intangible, whether real, personal, mixed, whether accrued, contingent, or otherwise, including without limitation the following: 2.1.1 All assets set forth on SCHEDULE 2.1.1furniture, fixtures, vehicles, machinery, communications, computer, data processing and other equipment, proprietary software, operating supplies, spare parts and other inventories used or held, and/or located at any premises used or held, by Seller in connection with the Business; 2.1.2 All Customer Contracts set in SCHEDULE 2.1.2 and Contracts, work in progress and check inventory for ServicesServices that Check Services is not a party; 2.1.3 All rights to and interests in Operations Agreements, and, to the extent transferable, all Permits, certificates of authority, development rights, zoning variances, classifications, franchises and other consents granted by Agreements that Check Services is not a Governmental Authorityparty; 2.1.4 Except as set forth All assets identified in SCHEDULE 2.1.4 and all Intellectual Property identified on SCHEDULE 2.1.4, all 6.11; 2.1.5 All rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, franchise, certificate of occupancy, other permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization and any intangible property rights associated with or constituting a part of the Business; 2.1.5 2.1.6 All rights, title and interest to and in any Accounts Receivable accounts receivable derived from the Business (including without limitation amounts past due) as of the Closing Date); 2.1.6 2.1.7 All prepaid accounts, such as utility and security deposits and the like; 2.1.7 Original or electronic or hard copies of all operating data and records of the Sellers, including all books, 2.1.8 All records, manuals, operating guidelines and practices, sales and promotional data, advertising materials, business plans, reference catalogs, credit information, historical cost and pricing information, files, correspondence, data, plans, Contractscontracts, recorded knowledge and information (including without limitation lists of Customers and suppliers with respect to the Business and Customer and sales correspondence and other files) used in connection with or required to continue the Business as it is (i) conducted on the Closing Date or (ii) described in the Confidential Memorandum attached hereto as Exhibit Acurrently being conducted; 2.1.8 2.1.9 All rights or choses-in-action arising out of occurrences before or after the Closing Closing, including without limitation rights or choses-in-action relating to third-party infringement or misappropriation of any of the Intellectual Property, and all rights under express or implied warranties in favor of the Seller, if any, relating to the Subject Assets and the Business; and; 2.1.9 2.1.10 All right, title rights to and interest of the Sellers interests in the real property leased or subleased by either of the Sellers, pursuant to the Leases that are both listed on SCHEDULE 6.16.1Schedule 1.28 and designated by an asterisk thereon. 2.1.11 All other assets, together with rights and properties of any options to purchase nature used or held for use in the underlying real property Business, other than those otherwise excluded by this Agreement. 2.1.12 The Stock and leasehold improvements thereonCheck Services' corporate minute books, stock records, tax records and in each case all other rights, subleases, licenses, permits and easements (including reciprocal parking easements) appurtenant to or related to the such leases or subleasescorporate records.

Assets to be Sold to Buyer. Upon the terms of and subject Seller does hereby agree to the conditions in this Agreement, at the Closing, the Sellers shall sell, convey, transfer, assign and deliver transfer to the Buyer, free and clear of all Liens, other than Permitted Liens, Buyer does hereby agree to purchase from Seller for the consideration and upon the Buyer shall purchase, acquire terms and accept from the Sellers on the Closing Dateconditions hereinafter set forth, all as of Sellers' the Effective Date (as hereinafter defined in Section 4.1 hereof), all the Seller's right, title and interest in and to the following assets used in the business of or related to Seller's provision of the Services (hereinafter sometimes referred to as the "Subject Assets"): (A) Ongoing contracts and services to existing customer accounts (hereinafter referred to as the "Customers," a list of which is set forth on SCHEDULE 1.1(A) attached hereto and made a part hereof), whether tangible or intangiblework in progress for Services and prospects of Seller for Services (collectively, whether realthe "Transferred Business"); (B) All of Seller's rights including copyrights, personaltrade names, mixedtrademarks (including all goodwill associated therewith), whether accruedpatents, contingentand other intangible assets, or otherwiseif any, used to provide Services to the Customers, including without limitation the following: 2.1.1 All assets those set forth on SCHEDULE 2.1.1; 2.1.2 All Customer Contracts set in SCHEDULE 2.1.2 1.1(B) attached hereto and work in progress for Services; 2.1.3 All rights made a part hereof. Seller hereby agrees to and interests in Operations Agreements, and, assign (to the extent transferable, assignable) and transfer to Buyer all Permits, certificates of authority, development its rights, zoning variancesif any, classificationsto any noncompete, franchises confidentiality and nondisclosure agreements with any employee associated with the Transferred Business. Seller makes no representation or warranty as to the enforceability or assignability of any such noncompete, confidentiality or nondisclosure agreements; (C) All electronic data processing equipment listed on SCHEDULE 1.1(C)(I), operating supplies and other consents granted inventories used by a Governmental Authority; 2.1.4 Except Seller in the Transferred Business on 31 January 1999, and/or located on any floors used by Seller at the facility located at 500 Xxxxxxxx Xxxxxx Xxxxxxxxx, Kennesaw, Georgia (the "Service Center") as of 31 January 1999 (collectively, the "Included Tangible Assets"), but excluding, without limitation, any furniture, fixtures, telephone equipment, vehicles, machinery, spare parts and any items not set forth on SCHEDULE 2.1.4, all rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, franchise, certificate of occupancy, other permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization and any intangible property rights associated with or constituting a part of 1.1(C)(I) (the Business"Excluded Tangible Assets"); 2.1.5 All rights, title and interest to and in any Accounts Receivable derived from the Business (including amounts past dueD) as of the Closing Date; 2.1.6 All prepaid accounts, such as utility and security deposits and the like; 2.1.7 Original or electronic or hard copies of all operating data and records of the Sellers, including all books, records, manuals, operating guidelines and practices, sales and promotional data, advertising materials, business plans, reference catalogs, credit information, historical cost and pricing information, files, correspondence, data, plans, Contracts, recorded knowledge and information (including lists of Customers and suppliers with respect to the Business and Customer and sales correspondence and other files) used in connection with the Business as it is (i) conducted on the Closing Date or (ii) described in the Confidential Memorandum attached hereto as Exhibit A; 2.1.8 All rights arising out of occurrences before or after the Closing and all rights under express or implied warranties in favor of the Seller, if any, relating to the Subject Assets and the Business; and 2.1.9 All right, title and interest of Seller in and to any trade secrets, know-how, procedures, market information, surveys, other proprietary information and other intangible assets relating to the Sellers Transferred Business, including without limitation those items set forth on SCHEDULE 1.1(D), which include the Data and the Software (as those terms are therein defined); (E) All permits, licenses, listings, approvals and authorizations by third parties or government authorities used or held by Seller for the operation of the Transferred Business, to the extent they can be assigned, transferred or conveyed to Buyer, including the telephone numbers used to provide the Services, including without limitation those set forth on SCHEDULE 1.1(E) attached hereto and made a part hereof; (F) All copies of lists of subscribers and suppliers, records and other data and information with respect to the Transferred Business and Seller's subscribers and vendors files, litigation files for at least the past three (3) years and other records used in connection with or required to continue the Transferred Business as it is presently being conducted by Seller, excluding records relating to tax matters, the corporate minute book and shareholder records of Seller. With respect to any records retained by Seller which were used in connection with the Transferred Business, Buyer shall be entitled to inspect the same and obtain copies of (or originals if reasonably requested by and necessary to Buyer and if Seller is provided with legible copies) at reasonable times and locations and in the real property leased or subleased manner agreed to by Buyer and Seller. Seller agrees either of the Sellers, pursuant to retain all files with respect to the Leases that are Transferred Business for a period of at least six (6) years following closing of this transaction, or, at Seller's option, to deliver such files to the Buyer prior to such time. Buyer agrees to keep all transferred files and to make them available for inspection for as long as may be required under Medicare or other applicable government requirements or under Customer Contracts (as hereinafter defined); (G) Customer and sales correspondence files for all Customers; (H) All of Seller's interest in and to software licenses and software maintenance agreements applicable to the Transferred Business, including, without limitation, those licenses and agreements listed on SCHEDULE 6.16.1, together with any options to purchase the underlying real property 1.1(H) attached hereto and leasehold improvements thereon, and in each case all other made a part hereof; and (I) All of Seller's rights, subleasesinterests and obligations under those contracts with suppliers and vendors listed on SCHEDULE 1.1(I) attached hereto and made a part hereof (collective, licenses, permits and easements (including reciprocal parking easements) appurtenant to or related to the such leases or subleases"Vendor Contracts").

Assets to be Sold to Buyer. Upon the terms of and subject to the conditions in this Agreement, at the Closing, the Sellers shall sell, convey, transfer, assign and deliver to the Buyer, free and clear of all Liens, other than Permitted Liens, and the Buyer shall purchase, acquire and accept from the Sellers on the Closing Date, all of Sellers' right, title and interest in and to the Subject Assets, whether tangible or intangible, whether real, personal, mixed, whether accrued, contingent, or otherwise, including without limitation the following: 2.1.1 All assets set forth on SCHEDULE 2.1.1; 2.1.2 All Customer Contracts set in SCHEDULE 2.1.2 and work in progress for Services; 2.1.3 All rights to and interests in Operations Agreements, and, to the extent transferable, all Permits, certificates of authority, development rights, zoning variances, classifications, franchises and other consents granted by a Governmental Authority; 2.1.4 Except as set forth on SCHEDULE 2.1.4, all rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, franchise, certificate of occupancy, other permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization and any intangible property rights associated with or constituting a part of the Business; 2.1.5 All rights, title and interest to and in any Accounts Receivable derived from the Business (including amounts past due) as of the Closing Date; 2.1.6 All prepaid accounts, such as utility and security deposits and the like; 2.1.7 Original or electronic or hard copies of all operating data and records of the Sellers, including all books, records, manuals, operating guidelines and practices, sales and promotional data, advertising materials, business plans, reference catalogs, credit information, historical cost and pricing information, files, correspondence, data, plans, Contracts, recorded knowledge and information (including lists of Customers and suppliers with respect to the Business and Customer and sales correspondence and other files) used in connection with the Business as it is (i) conducted on the Closing Date or (ii) described in the Confidential Memorandum attached hereto as Exhibit A; 2.1.8 All rights arising out of occurrences before or after the Closing and all rights under express or implied warranties in favor of the Seller, if any, relating to the Subject Assets and the Business; and 2.1.9 All right, title and interest of the Sellers in the real property leased or subleased by either of the Sellers, pursuant to the Leases that are listed on SCHEDULE 6.16.16.16.2(b), together with any options to purchase the underlying real property and leasehold improvements thereon, and in each case all other rights, subleases, licenses, permits and easements (including reciprocal parking easements) appurtenant to or related to the such leases or subleases.