Common use of Assets to be Transferred Clause in Contracts

Assets to be Transferred. On the Closing Date, the Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Seller’s right, title and interest in and to all assets, rights and properties of every nature, kind and description, whether tangible or intangible, owned, leased or licensed, real, personal or mixed used in or held for use in the Business (collectively, the “Purchased Assets”) free and clear of all Liens other than Permitted Liens, excluding the Retained Assets, and including, without limitation, the following: (a) all cash and cash equivalents; (b) all accounts and notes receivable, including, without limitation, any and all payments received with respect thereto after the Closing Date; (c) all inventory, including raw materials, work-in-process and finished goods; (d) all prepaid expenses and other current assets, including those set forth on Schedule 2.1(d); (e) all personal property, including machinery, equipment, tools, dies, cranes, fixtures, compressors, vehicles, furniture, computers and maintenance parts, including, without limitation, the equipment that is the subject of the J&M Equipment Agreement; (f) all Intellectual Property owned, held or used by the Seller, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including, without limitation, damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sxx, collect damages or otherwise enforce the same for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including, without limitation, the Intellectual Property listed on Schedule 6.17(a) (all of the foregoing described in this Section 2.1(f) collectively, the “Purchased Intellectual Property”); (g) Subject to Section 8.4, (i) the Contracts set forth on Schedule 2.1(g), (ii) all purchase and sale orders arising in the Ordinary Course of Business and (iii) all Contracts, purchase orders and sale orders entered into between the date hereof and the Closing Date in compliance with Section 8.2 (collectively, the “Assumed Contracts”); (h) all Permits, franchises, certificates of authority, certificates of occupancy, and building, safety, fire and health approvals, or any waiver of any of the foregoing, issued to the Seller by any Governmental Authority to the extent transferable to the Purchaser; and (i) except for the corporate minute books, stock records and tax records of the Seller, all business and employment records of the Seller, including, without limitation, all books, records, ledgers, files, documents, but excluding any “personnel file” or “medical records” as such terms are defined in Sec. 31-128a of the Connecticut General Statutes, as amended; warranties for all machinery and equipment included in the Purchased Assets and guarantees from all manufacturers and suppliers relating to any of the Purchased Assets, to the extent transferable; and correspondence, lists (including, without limitation, customer lists, in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium), owned or maintained by the Seller.

Assets to be Transferred. On the Closing Date, terms and subject to the Purchaser shall purchase from the Sellerconditions of this Agreement, and in reliance upon the representations, warranties and covenants hereinafter set forth except for the Excluded Assets, as defined below, at the Closing, Seller shall shall, sell, assign, transfer, assign, convey and deliver to Buyer, free and clear of any and all Encumbrances (as defined in Section 7 hereof), except for the PurchaserAssumed Liabilities (as defined in Section 2.1 hereof), and Buyer shall purchase from Seller, all of the Seller’s 's right, title and interest in and to in and to all of Seller's property and assets, rights and properties of every nature, kind and description, whether tangible or intangible, owned, leased or licensed, real, personal or mixed used in or held for use in mixed, tangible and intangible, of every kind and description, wherever located, including the Business following (collectively, the “Purchased Assets”) free and clear of all Liens other than Permitted Liens, but excluding the Retained Excluded Assets, and including, without limitation, the following:): (a) all cash of the issued and cash equivalentsoutstanding capital stock of the Subsidiary; (b) all accounts of Seller's Tangible Personal Property, Accounts Receivable and notes receivable, including, without limitation, any and all payments received with respect thereto after the Post Closing DateReceivables; (c) all inventorycash on hand, including raw materials, work-in-process bank accounts and finished goodscertificates of deposit used in connection with or related to the Theatre Ticket Business; (d) all prepaid expenses and other current assets, including those set forth on Schedule 2.1(d)the Lease; (e) all personal property, including machinery, equipment, tools, dies, cranes, fixtures, compressors, vehicles, furniture, computers and maintenance parts, including, without limitation, the equipment that is the subject of the J&M Equipment AgreementAssumed Contracts (as defined in Section 4.5 hereof); (f) all Intellectual Property owned, held Authorizations and all pending applications therefor or used by the Seller, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including, without limitation, damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sxx, collect damages or otherwise enforce the same for past, present or future infringements, misappropriations or other violations renewals thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in each case to the world, and all copies and tangible embodiments of the foregoing, including, without limitation, the Intellectual Property listed on Schedule 6.17(a) (all of the foregoing described in this Section 2.1(f) collectively, the “Purchased Intellectual Property”)extent transferable to Buyer; (g) Subject to Section 8.4, (i) the Contracts set forth on Schedule 2.1(g), (ii) all purchase and sale orders arising in the Ordinary Course of Business and (iii) all Contracts, purchase orders and sale orders entered into between the date hereof and the Closing Date in compliance with Section 8.2 (collectively, the “Assumed Contracts”)Other Assets; (h) all Permits, franchises, certificates of authority, certificates of occupancy, and building, safety, fire and health approvals, or any waiver of any of the foregoingintangible rights and property of Seller, issued to the Seller by any Governmental Authority to the extent transferable to the Purchaser; andincluding Intellectual Property, going concern value, goodwill, telephone, telecopy and e-mail addresses, websites and listings; (i) except for the corporate minute booksall insurance benefits, stock records including rights and tax records of the Sellerproceeds, all business and employment records of the Seller, including, without limitation, all books, records, ledgers, files, documents, but excluding any “personnel file” arising from or “medical records” as such terms are defined in Sec. 31-128a of the Connecticut General Statutes, as amended; warranties for all machinery and equipment included in relating to the Purchased Assets and guarantees from or the Assumed Liabilities (as defined in Section 2.1 hereof) prior to the Effective Time (as defined in Section 7 hereof), unless expended in accordance with this Agreement; (j) all manufacturers and suppliers claims of Seller against third parties relating to any of the Purchased Assets, whether choate or inchoate, known or unknown, contingent or non-contingent; axx (k) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof. Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the extent transferable; and correspondence, lists (including, without limitation, customer lists, in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium), owned or maintained by the SellerPurchased Assets unless Buyer expressly assumes that Liability pursuant to Section 2.1 hereof.

Assets to be Transferred. On Upon the Closing Dateterms and subject to the conditions of this Agreement, the Purchaser shall purchase from the SellerSeller hereby sells, assigns, transfers, conveys and delivers to Buyer, and the Seller shall sell, transfer, assign, convey Buyer hereby purchases and deliver to the Purchaseraccepts from Seller, all of the Seller’s rightproperties, title and interest in and to all assets, rights and properties business of every natureSeller reflected on Seller's balance sheet dated as at August 31, kind and description1996 or as otherwise set forth in this Section 1.1, whether tangible or intangible, owned, leased or licensed, real, personal or mixed used in or held for use in excepting the Business Excluded Assets (as hereinafter defined) (collectively, the “Purchased "Assets”) free and clear of all Liens other than Permitted Liens"). The Assets include, excluding the Retained Assets, and including, without limitationbut are not limited to, the following: (a) all cash prepaid expenses and cash equivalentsinvestments, a true and complete list of which is set forth on Schedule 1.1 (a) hereto; (b) all trade and other accounts and notes receivablereceivable (the "Acquired Receivables"); (c) inventory, including, without limitation, any and all payments received with respect thereto after the Closing Date; (c) all inventory, including raw materials, work-in-process and process, finished goods, supplies, labels and sales and promotional materials and brochures; (d) all prepaid expenses right, title and other current assetsinterest held by Seller to all tangible personal property of Seller used in connection with the Business, including those set forth on Schedule 2.1(d); (e) all personal property, including machinery, equipment, tools, dies, cranes, fixtures, compressors, vehicles, furniture, computers and maintenance partswhether owned or leased, including, without limitation, the equipment that is the subject furniture, fixtures, machinery, equipment, motor vehicles, supplies, tools, spare parts, signs and leasehold improvements, including, all accessions, accessories, additions, parts and replacements and, in each case, whether or not affixed to any of the J&M Equipment Agreementforegoing; (e) Seller's interest in and claims and rights under the agreements, leases and contracts described in Schedule 1.1(e) hereto (the "Assumed Agreements"), and any and all prepayments, deposits and similar assets associated with the Assumed Agreements; (f) all Intellectual Property ownedthe Seller's interest in the intellectual property owned by, held or used by in the Seller, together with all income, royalties, damages and payments due or payable as operation of the Closing or thereafter Business, including any related goodwill, as set forth on the annexed Schedule 1.1(f) (includingthe "Intellectual Property"), without limitation, damages other than the trademarks and payments for past, present or future infringements, misappropriations or other violations thereof) service marks Accel and the rights to sxx, collect damages or otherwise enforce the same for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including, without limitationAccel, the Intellectual Property listed on Schedule 6.17(a) (all of the foregoing described in this Section 2.1(f) collectively, the “Purchased Intellectual Property”)Computer Company; (g) Subject to Section 8.4, (i) the Contracts set forth on Schedule 2.1(g), (ii) all purchase and sale orders arising in the Ordinary Course of Business and (iii) all Contracts, purchase orders and sale orders entered into between the date hereof and the Closing Date in compliance with Section 8.2 (collectively, the “Assumed Contracts”)intangibles; (h) originals or copies of all Permitsbooks, franchisesrecords and documents of Seller related to, certificates of authority, certificates of occupancy, and building, safety, fire and health approvals, derived from or any waiver of any used in the operation of the foregoing, issued to the Seller by any Governmental Authority to the extent transferable to the Purchaser; and (i) except for the corporate minute books, stock records and tax records of the Seller, all business and employment records of the SellerBusiness, including, without limitation, all bookscustomer lists, recordssupplier lists, ledgersprice lists, telephone numbers and listings, advertising materials and marketing plans, business files, documentsregulatory files and approvals, but excluding business plans, financial data, operations manuals, repair or service manuals, fire, safety or environmental reports and all data related to inventory, sales and accounts receivable and similar books and records related to the Business; (i) permits, licenses, orders, consents and approvals of any “personnel file” governmental or “medical records” as such terms are defined in Sec. 31-128a regulatory authority related to the operation of the Connecticut General Statutes, as amended; warranties for all machinery and equipment included in Business (the Purchased Assets and guarantees from all manufacturers and suppliers relating to any of the Purchased Assets"Permits"), to the extent transferable, and all other material Permits; (j) all other assets, properties, claims and rights of Seller, not part of the Excluded Assets that are related to, derived from or used in the operation of the Business; and (k) all proceeds and correspondence, lists (including, without limitation, customer lists, in whatever form or medium), plats, drawings, photographs, creative materials, advertising products of any and promotional materials, studies, reports and other materials (in whatever form or medium), owned or maintained by all of the Sellerforegoing items.

Assets to be Transferred. On At the Closing DateClosing, the Purchaser shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the Purchaser, all of the Seller’s right, title and interest in and to all assets, rights and properties of every nature, kind and description, whether tangible or intangible, owned, leased or licensed, real, personal or mixed used in or held for use in the Business (collectively, the “Purchased Assets”) free and clear of all Liens other than Permitted Liens), excluding the Retained Assets, and including, without limitation, the following: (a) all cash A ll prepaid expenses, advance payments and cash equivalents; (b) all accounts and notes receivableother similar deposits, including, without limitation, any prepaid taxes, prepaid insurance, and all deposits with suppliers and utilities (“Prepaid Expenses”); (b) All accounts receivable, and other claims for money due to the Seller Group, including without limitation, such receivables consisting of payments received with respect thereto after due under the Closing DateConsumer Notes, but not including the Subordinated Note of Mxxxxxx X. Xxxxx (collectively, the “Accounts Receivable”); (c) all inventory, including raw materials, work-in-process and finished goods; (d) all prepaid expenses and other current assets, including those set forth on Schedule 2.1(d); (e) all personal property, including machinery, equipment, tools, dies, cranesAll furniture, fixtures, compressors, vehicles, furniture, computers machinery and maintenance partsequipment, including, without limitation, the equipment that is the subject of the J&M Equipment Agreementoffice equipment, supplies and other tangible property; (fd) all Intellectual Property owned, held or used by All rights under the Seller, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including, without limitation, damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sxx, collect damages or otherwise enforce the same for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including, without limitation, the Intellectual Property listed on Schedule 6.17(a) (all of the foregoing described in this Section 2.1(f) collectively, the “Purchased Intellectual Property”); (g) Subject to Section 8.4, (i) the Consumer Contracts set forth on Schedule 2.1(g), (ii) all purchase and sale orders arising in the Ordinary Course of Business and (iii) all Contracts, purchase orders and sale orders entered into between the date hereof and the Closing Date in compliance with Section 8.2 (collectively, the “Assumed Contracts”); (e) All Intellectual Property; (f) All of Seller’s computer equipment and hardware, including without limitation all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems, cellular phones, digital phones, personal radios, personal data assistants, hand held computers, laptop computers, notebook computers, pagers, “Palm Pilots, Blackberries and their equivalents” and other communication controllers, and any and all parts and appurtenances thereto, used primarily in connection with the Business; (g) All of Seller’s right, title and interest in and to all telephone numbers (local and toll free), cellular numbers, and wireless numbers used by Seller in connection with the Business; (h) all PermitsAll rights, claims, and causes of action of Seller against third parties (including Seller’s predecessors in title to the Purchased Assets) in respect of the Business or the Purchased Assets, including without limitation insurance claims, unliquidated rights under manufacturers’ and vendors’ warranties, rights of recovery, set offs, and credits, including sales tax credits due from the State of California; (i) All licenses, permits, franchises, certificates of authority, certificates of occupancy, and building, safety, fire and health approvals, or any waiver of any of the foregoing, issued to the Seller by any Governmental Authority Authority, but only to the extent transferable to the Purchaser; andtransferable; (ij) except Except for the corporate minute books, books and related stock records and tax employment records of the Seller, all business and employment records of the Seller, including, without limitation, all books, records, ledgers, files, documents, but excluding any “personnel file” or “medical records” as such terms are defined in Sec. 31-128a of the Connecticut General Statutes, as amended; warranties for all machinery and equipment included in the Purchased Assets and guarantees from all manufacturers and suppliers relating to any of the Purchased Assets, to the extent transferable; and correspondence, lists (lists, including, without limitation, customer lists, lists (in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium), owned or maintained by the Seller; (k) All rights, claims, and causes of action of Seller under or pursuant to all warranties, representations, indemnifications, hold harmless provisions, and guarantees made by suppliers, licensors, manufacturers, contractors, and others (including Seller’s predecessors in title to the Purchased Assets) in respect of the Business or the Purchased Assets; and (l) All cash on hand of Seller on the Closing Date, which amount shall be at least $13,000.

Assets to be Transferred. On Upon the Closing Dateterms and subject to the conditions of this Agreement, the Purchaser shall purchase from the SellerSeller hereby sells, assigns, transfers and conveys to Buyer, and the Seller shall sell, transfer, assign, convey Buyer hereby purchases and deliver to the Purchaseraccepts from Seller, all of the Seller’s 's right, title and interest in and to all assetsof its assets and properties, rights real and properties personal, tangible and intangible, of every nature, kind and descriptionwherever situated, whether tangible or intangible, owned, leased or licensed, real, personal or mixed used except as set forth in or held for use in the Business Section 1.2 hereof (collectively, the “Purchased "Assets”) free and clear of all Liens other than Permitted Liens"), excluding the Retained Assets, and including, without limitation, the following: (a) all cash interests in real property, whether owned or leased (including, without limitation, Seller's leasehold interest in the real property located at 0000 Xxxxx Avenue, Philadelphia, Pennsylvania 19149), and cash equivalentsthe following rights relating to each such property: all tenements, rights, hereditaments, easements and appurtenances belonging or in any way appertaining thereto or to the reversion or remainder thereof, together with any buildings and improvements erected thereon and fixtures appurtenant thereto, and all right, title and interest in any rights-of-way, public places, appendages, alleys, gores and strips of land adjoining or appurtenant thereto which are now or hereafter used in connection therewith and awards made or to be made in lieu of any of the foregoing; (b) all accounts and notes receivablepersonal property, whether owned or leased, including, without limitation, machinery, equipment, furniture and furnishings, motor vehicles, maintenance and operating supplies, tools and spare parts, including, all accessions, accessories, additions, parts and replacements and, in each case, whether or not affixed to any and all payments received with respect thereto after of the Closing Dateforegoing; (c) all inventoryinventories, including including, without limitation, raw materials, work-work- in-process and process, finished goods, supplies, labels and sales and promotional materials and brochures; (d) all prepaid expenses trade and other current assetsaccounts and notes receivable, including those set forth on Schedule 2.1(dand all royalties, advertising receivables and all other amounts due Seller under all license, royalty and other similar agreements, in each case, unpaid at the time of the Closing (as defined in Section 3 hereof) (collectively, the "Acquired Receivables"); (e) all personal propertyclaims, including machinerycauses of action and similar rights, equipmentwhether xxxxxx or inchoate, tools, dies, cranes, fixtures, compressors, vehicles, furniture, computers and maintenance partsfixed or contingent, including, without limitation, the equipment that is the subject of the J&M Equipment Agreementunliquidated rights under manufacturers' and vendors' warranties; (f) all Intellectual Property owned, held or used by the Seller, together with all income, royalties, damages trademarks and payments due or payable as of the Closing or thereafter trade names (including, without limitation, damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sxx, collect damages or otherwise enforce the same for past, present or future infringements, misappropriations or other violations thereof, trademark and/or trade name "Pro Notes" and any correspondingderivatives thereof), equivalent or counterpart rightspatents, title or interest that now exist or may be secured hereafter anywhere in the worldcopyrights, service marks, brand names, logos, characters, fictitious business names and all copies other marks, know-how, recipes, processes, inventions, trade secrets, formulas, technical information, processed technology, plans, drawings, specifications and tangible embodiments of the foregoingprints, computer software (including, without limitation, the source and object codes thereto) and all other proprietary rights and intangible property, including, in each case, all pending applications with respect thereto (collectively, "Intellectual Property"), as well as all Intellectual Property listed developed or owned by Costilo, whether or not developed on Schedule 6.17(a) (all behalf of Seller and whether or not used in Seller's business or relating to the foregoing described in this Section 2.1(f) collectively, the “Purchased Intellectual Property”)Business; (g) Subject to Section 8.4, (i) the Contracts set forth on Schedule 2.1(g), (ii) all purchase and sale orders arising in the Ordinary Course of Business and (iii) all Contracts, purchase orders and sale orders entered into between the date hereof and the Closing Date in compliance with Section 8.2 (collectively, the “Assumed Contracts”); (h) all Permits, franchises, certificates of authority, certificates of occupancy, and building, safety, fire and health approvals, or any waiver of any of the foregoing, issued to the Seller by any Governmental Authority to the extent transferable to the Purchaser; and (inot included in Section 1.1(d) except for the corporate minute books, stock records and tax records of the Sellerhereof, all business and employment records of the Sellerrights under all contracts, including, without limitation, all books, records, ledgers, files, documents, but excluding any “personnel file” or “medical records” as such terms are defined in Sec. 31-128a of the Connecticut General Statutes, as amended; warranties for all machinery and equipment included in the Purchased Assets and guarantees from all manufacturers and suppliers relating to any of the Purchased Assets, to the extent transferable; and correspondence, lists agreements (including, without limitation, customer listslicense, in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports royalty and other materials (in whatever form or medium), owned or maintained by the Seller.similar

Assets to be Transferred. On Subject to Section 2.2, concurrently with the Closing Dateexecution of this Agreement, the Purchaser Buyer shall purchase from the Seller, and the Seller shall sell, transfer, assign, convey and deliver to the PurchaserBuyer, all of the Seller’s rightassets, title and interest in and to all assetsproperties, rights and properties of every nature, kind and description, whether tangible or intangible, interests owned, leased or licensedused, real, personal or mixed used in occupied or held by or for use the benefit of Seller in the operation of the Business or otherwise, wherever situated (collectively, the “Purchased Assets”) free and clear of all Liens other than Permitted Liens), excluding the Retained Assets, and including, without limitation, the following: (a) all cash and cash equivalents; All prepaid expenses, advance payments, deposits (b) all except Seller’s deposits with insurers), surety accounts and notes receivableother similar deposits, including, without limitation, any deposits with suppliers and all payments received with respect thereto after the Closing Dateutilities (collectively, “Prepaid Expenses”); (b) All accounts receivable, notes receivable set forth on Schedule 2.1(b), unbilled revenues, reimbursable costs and expenses and other claims for money due to Seller (collectively, “Accounts Receivable”); (c) all inventory, including raw materials, work-in-process and finished goodsAll Contracts to which Seller is a party or by which the Purchased Assets are bound as listed on Schedule 6.14 (“Assumed Contracts”); (d) all prepaid expenses All tangible personal property, inventory, office furniture and office equipment, other furnishings, trucks, automobiles and other current assetsvehicles, including those set forth on Schedule 2.1(d)and leasehold improvements; (e) all personal property, including machinery, equipment, tools, dies, cranes, fixtures, compressors, vehicles, furniture, computers and maintenance parts, including, without limitation, the equipment that is the subject of the J&M Equipment Agreement; (f) all All Intellectual Property owned, held or used by Seller in the Sellerconduct of the Business, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including, without limitation, damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the rights to sxx, xxx and collect damages or otherwise enforce the same for past, present or future infringements, misappropriations or other violations thereof, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, and all copies and tangible embodiments of the foregoing, including, without limitation, the Intellectual Property listed on Schedule 6.17(a) 6.16 (all of the foregoing described in this Section 2.1(f) collectively, the “Purchased Intellectual Property”); (f) All of the Seller’s right, title and interest in and to the Business as carried on and conducted by Seller as a going concern, including any and all goodwill and similar intangible assets associated therewith. (g) Subject to Section 8.4, (i) the Contracts set forth on Schedule 2.1(g), (ii) all purchase and sale orders arising in the Ordinary Course of Business and (iii) all Contracts, purchase orders and sale orders entered into between the date hereof and the Closing Date in compliance with Section 8.2 (collectively, the “Assumed Contracts”); (h) all Permits, franchises, certificates of authority, certificates of occupancy, All Permits and building, safety, fire and health approvals, or any waiver of any of the foregoing, issued to the Seller by any Governmental Authority to the extent transferable to the Purchaser; and; (ih) except Except for the corporate minute books, books and related stock records and tax records of the Seller, all business and employment records of the Sellerrecords, including, without limitation, all books, records, ledgers, files, documents, but excluding any “personnel file” or “medical records” as such terms are defined in Sec. 31-128a of the Connecticut General Statutes, as amended; warranties for all machinery and equipment included in the Purchased Assets and guarantees from all manufacturers and suppliers relating to any of the Purchased Assets, to the extent transferable; and correspondence, lists (including, without limitation, customer lists, in whatever form or medium), plats, drawings, photographs, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium); and (i) All other assets, owned properties, rights and interests of Seller otherwise employed in or maintained related to the operation of the Business or otherwise, of every kind, nature and description, whether tangible or intangible, real, personal or mixed, and wherever situated, including those assets, properties, rights and interests set forth on the Balance Sheet (except assets disposed of by the SellerSeller since the date of the Balance Sheet in the Ordinary Course of Business of the Seller or as otherwise permitted pursuant to the terms of this Agreement), all of which are to be sold, transferred, conveyed, assigned and delivered to Buyer at the Closing pursuant to this Agreement.