Common use of Assets to be Transferred and Acquired Clause in Contracts

Assets to be Transferred and Acquired. (a) Subject to Section 1.1(b) hereof and to the other terms and conditions of this Agreement, at the Closing (as hereinafter defined), Cakewalk will contribute, assign, transfer and convey to CDBeat, free and clear of all Liens (other than Permitted Liens), and CDBeat shall acquire from Cakewalk, all of the tangible and intangible assets used, held for use or useful in the Business (collectively, the "Assets") including: (i) the membership interests of Cakewalk in Cakewalk BRE LLC; (ii) all of the capital stock of Cakewalk Productions, Inc. and Cakewalk Productions II, Inc.; (iii) all of Cakewalk's rights, title and interest in and to property, plant and equipment; (iv) all of Cakewalk's rights in, to and under the Intellectual Property Rights, whether or not used in the Business, and all of Cakewalk's books, records and computer programs relating thereto; (v) all of Cakewalk's rights in, to and under the goodwill of the Business; (vi) Cakewalk's rights under all Contracts and all prepaid expenses, claims and other prepayments, including security deposits and other retentions held by third parties, with respect to the Contracts as of the Closing Date; (vii) all of Cakewalk's rights under all governmental licenses, certificates, permits and approvals (the "Permits"), if any, relating to or necessary to the lawful conduct of the Business as of the Closing Date, to the extent such Permits are transferable; (viii) all warranties, Claims, causes of action, guarantees or similar rights of Cakewalk pertaining to the Assets; (ix) cash on hand, cash equivalents, investments (including, without limitation, stock, debt instruments, options and other instruments and securities) and bank deposits of Cakewalk as of the Closing Date including, without limitation, the moneys received by Cakewalk from Dylan under the Dylan Subscription Agreement; (x) all of the accounts receivable of Cakewalk as of the Closing Date as well as all reserve amounts with licensors and distributors; (xi) all of Cakewalk's rights under any insurance policies; and (xii) all books and records relating to the Business and the Assets (whether kept or maintained by Cakewalk or any third party) including, without limitation, copies of lists of customers and suppliers; records with respect to costs and equipment; business development plans; advertising materials, catalogues, correspondence, mailing lists, photographs, sales materials and records; purchasing materials and records; personnel records with respect to employees of the Business; media materials and plates; sales order files; ledgers and other books of account of Cakewalk; plans, specifications, surveys, appraisals, reports and other materials relating to the Assets; other records required to continue the Business as heretofore and now being conducted by Cakewalk; and all software programs, computer printouts, databases and related items used in the Business. (b) The Assets shall exclude all corporate records of Cakewalk including, without limitation, the member ledger of Cakewalk and the minute books regarding meetings of the members, managers and manager committees of Cakewalk (the "Excluded Assets").

Assets to be Transferred and Acquired. (a) Subject to Section 1.1(b) hereof and to the other terms and conditions of this Agreement, at the Closing (as hereinafter defined), Cakewalk will contribute, assign, transfer and convey to CDBeat, free and clear of all Liens (other than Permitted Liens), and CDBeat shall acquire from Cakewalk, all of the tangible and intangible assets used, held for use or useful in the Business (collectively, the "AssetsASSETS") including: (i) the membership interests of Cakewalk in Cakewalk BRE LLC; (ii) all of the capital stock of Cakewalk Productions, Inc. and Cakewalk Productions II, Inc.; (iii) all of Cakewalk's rights, title and interest in and to property, plant and equipment; (iv) all of Cakewalk's rights in, to and under the Intellectual Property Rights, whether or not used in the Business, and all of Cakewalk's books, records and computer programs relating thereto; (v) all of Cakewalk's rights in, to and under the goodwill of the Business; (vi) Cakewalk's rights under all Contracts and all prepaid expenses, claims and other prepayments, including security deposits and other retentions held by third parties, with respect to the Contracts as of the Closing Date; (vii) all of Cakewalk's rights under all governmental licenses, certificates, permits and approvals (the "PermitsPERMITS"), if any, relating to or necessary to the lawful conduct of the Business as of the Closing Date, to the extent such Permits are transferable; (viii) all warranties, Claims, causes of action, guarantees or similar rights of Cakewalk pertaining to the Assets; (ix) cash on hand, cash equivalents, investments (including, without limitation, stock, debt instruments, options and other instruments and securities) and bank deposits of Cakewalk as of the Closing Date including, without limitation, the moneys received by Cakewalk from Dylan under the Dylan Subscription Agreement; (x) all of the accounts receivable of Cakewalk as of the Closing Date as well as all reserve amounts with licensors and distributors; (xi) all of Cakewalk's rights under any insurance policies; and (xii) all books and records relating to the Business and the Assets (whether kept or maintained by Cakewalk or any third party) including, without limitation, copies of lists of customers and suppliers; records with respect to costs and equipment; business development plans; advertising materials, catalogues, correspondence, mailing lists, photographs, sales materials and records; purchasing materials and records; personnel records with respect to employees of the Business; media materials and plates; sales order files; ledgers and other books of account of Cakewalk; plans, specifications, surveys, appraisals, reports and other materials relating to the Assets; other records required to continue the Business as heretofore and now being conducted by Cakewalk; and all software programs, computer printouts, databases and related items used in the Business. (b) The Assets shall exclude all corporate records of Cakewalk including, without limitation, the member ledger of Cakewalk and the minute books regarding meetings of the members, managers and manager committees of Cakewalk (the "Excluded AssetsEXCLUDED ASSETS").