Common use of Assigned Assets Clause in Contracts

Assigned Assets. Assignor hereby assigns, transfers and conveys to the Assignee all of Assignor's right, title and interest in and to each and every asset, right and interest of every kind, nature or character whatsoever, wherever located, and whether direct or indirect, that are owned, used or held for use by, or for the benefit of or on the behalf of, in whole or in part, Assignor and used in connection with the manufacturing, marketing, distribution and sale of food products in the United States (the "Manufacturing Operations") including, without limitation, the following (but specifically excluding the Excluded Assets, as such term is defined in Section 1.2 below): (a) all machinery; tools; dies; molds; appliances; motorized and non-motorized vehicles; trailers, attachments and accessories; marine vessels; aircraft; railway rolling stock; furnishings; equipment (including, but not limited to, all spare and replacement parts); computer hardware; computer software; fuel stocks; plants; materials, stores, supplies, packaging and labeling; documents, records and other similar and dissimilar tangible records; and all other tangible personal property of every conceivable nature, kind, character and description associated with the Manufacturing Operations of the Assignor (the "Property"); (b) all packaging materials, raw materials and work-in-progress of the Assignor (the "Inventories"); (c) all real property leases (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of land, structures, fixtures and premises (the "Real Property Leases"); (d) all leases, subleases and assignments (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of machinery, equipment or any other personal property (the "Personal Property Leases"); (e) all easements, profits, licenses pertaining to real property, rights of access, rights of way and other similar or dissimilar rights in real property (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect grantor or grantee (the "Real Property Licenses"); (f) all written and oral contracts (together with all modifications and amendments thereof and supplements thereto) (the "Contracts"); (g) all licenses not pertaining to real property (including, but not limited to, computer software licenses and trademark licenses), together with all modifications and amendments thereof and supplements thereto (the "Personal Property Licenses"); (h) all accounts receivable and all other similar or dissimilar receivables (the "Receivables"); (i) all prepaid expenses (the "Prepaid Expenses"); (j) all goodwill, going concern value and other intangible assets associated with the Manufacturing Operations of the Assignor (the "Goodwill"); (k) all transferable or otherwise assignable approvals, permits, authorizations, licenses, orders, registrations, certificates, variances and other similar or dissimilar permits obtained from any governmental or quasi-governmental authority and pending applications (the "Permits"); (l) all patents, patent applications and patent claims, whether foreign or domestic, owned or licensed by the Assignor; all copyrights, copyright applications or copyright claims, whether foreign or domestic, owned or licensed by the Assignor; all trade secrets, business privileged materials, proprietary information and all other confidential information of the Assignor, whether or not such information is related to the Manufacturing Operations of the Assignor, including, without limitation, all information relating to sales, sales volume, sales methods, sales proposals, customers, suppliers, prospective customers, financial and accounting records, manuals, formulae, processes, methods, compositions, ideas, improvements, inventions, know-how, research and all other confidential and proprietary information (collectively, the "Proprietary Information"); (m) all cash, bank and other accounts, bank and other balances, term or time deposits, lock box receipts and similar cash items (the "Accounts"); and (n) any claims, demands, judgments, actions, causes of action, joinders, contributions, indemnities, losses, damages, suits, inquiries, proceedings, grievances, arbitrations, judgments or other similar or dissimilar rights of the Assignor (the "Claims"), whether such Claims are known or unknown, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, vested or contingent; whether arising at law, in equity or otherwise, under common or statutory law, state or federal law, or natural or any other law; whether as a result of active or passive negligence, strict liability in tort, breach of warranty (express or implied), breach of contract, duty to indemnify or any other theory of recovery, basis or cause whatsoever; (a) through (n) above, together with all other assets, properties, rights and interests of the Assignor not excluded in Section 1.2 below, are referred to in this Agreement as "Included Assets."

Assigned Assets. Assignor hereby assigns, transfers and conveys Subject to the Assignee terms and conditions of this Agreement, the Master Hospital Lease and the terms of the Assignment and Assumption Agreement attached hereto as Exhibit F, at the Closing, the District shall assign to Newco, and Newco shall assume, the business, control and operation of the Facilities (the “Assignment”), including all of Assignor's right, title and interest of the District in all assets, properties, contracts and to each and every asset, right and interest of every kind, nature or character whatsoever, wherever located, and whether direct or indirect, that are owned, businesses used or held for use byin, or otherwise constituting or relating to, the operations of the Facilities (the “Hospital Business”, and such assets, properties, contracts and businesses, and the goodwill associated therewith the “Assigned Assets”), free of all debt, liens and Encumbrances other than the Permitted Encumbrances, subject to obtaining any applicable consent set forth on Schedule 6.12(d)), and except for the benefit Excluded Assets. Except for any Excluded Assets, the Assigned Assets shall include, but shall not be limited to: (i) All of the District’s rights, to the extent assignable, or on transferable, to all licenses, program participations, provider numbers, permits, approvals, certificates of exemption, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to or used by the behalf ofDistrict with respect to the operations of the Facilities; (ii) All accounts receivable of the Hospital Business (the “Accounts Receivable”); (iii) All inventories of supplies, in whole drugs, food, and medical, surgical, office and janitorial supplies and other disposables and consumables of the Facilities (the “Inventory”); (iv) All other current assets of the District with respect to the operation of the Hospital Business (excluding, for the avoidance of doubt, any cash or in partany Investments (except to the extent of an adjustment pursuant to Section 3.3(c) or Section 4.4 hereof)); (v) All deposits, Assignor prepayments and similar amounts; (vi) All vehicles, machinery, equipment, tools, furniture, office equipment, computer hardware, materials and other items of tangible personal property of every kind used or usable in connection with the manufacturing, marketing, distribution and sale of food products in the United States Hospital Business (the "Manufacturing Operations") “Equipment”), including, without limitation, the following (but specifically excluding Owned Equipment, and to the Excluded Assets, as such term is defined in Section 1.2 below): (a) all machinery; tools; dies; molds; appliances; motorized and non-motorized vehicles; trailers, attachments and accessories; marine vessels; aircraft; railway rolling stock; furnishings; equipment (including, but not limited toextent assignable or transferable, all spare common law, express and replacement parts); computer hardware; computer software; fuel stocks; plants; materials, stores, supplies, packaging and labeling; documents, records and other similar and dissimilar tangible records; and all other tangible personal property implied warranties of every conceivable nature, kind, character and description associated with any manufacturer or vendor covering the Manufacturing Operations of the Assignor (the "Property")Equipment; (bvii) all packaging materialsAll documents, raw materials records, operating manuals and work-in-progress files with respect to the operation of the Assignor (the "Inventories"); (c) all real property leases (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of land, structures, fixtures and premises (the "Real Property Leases"); (d) all leases, subleases and assignments (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of machinery, equipment or any other personal property (the "Personal Property Leases"); (e) all easements, profits, licenses pertaining to real property, rights of access, rights of way and other similar or dissimilar rights in real property (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect grantor or grantee (the "Real Property Licenses"); (f) all written and oral contracts (together with all modifications and amendments thereof and supplements thereto) (the "Contracts"); (g) all licenses not pertaining to real property (including, but not limited to, computer software licenses and trademark licenses), together with all modifications and amendments thereof and supplements thereto (the "Personal Property Licenses"); (h) all accounts receivable and all other similar or dissimilar receivables (the "Receivables"); (i) all prepaid expenses (the "Prepaid Expenses"); (j) all goodwill, going concern value and other intangible assets associated with the Manufacturing Operations of the Assignor (the "Goodwill"); (k) all transferable or otherwise assignable approvals, permits, authorizations, licenses, orders, registrations, certificates, variances and other similar or dissimilar permits obtained from any governmental or quasi-governmental authority and pending applications (the "Permits"); (l) all patents, patent applications and patent claims, whether foreign or domestic, owned or licensed by the Assignor; all copyrights, copyright applications or copyright claims, whether foreign or domestic, owned or licensed by the Assignor; all trade secrets, business privileged materials, proprietary information and all other confidential information of the Assignor, whether or not such information is related to the Manufacturing Operations of the AssignorFacilities, including, without limitation, all information relating to salespatient records and medical records (including, sales volumewithout limitation, sales methodsall patient charts, sales proposals, customers, suppliers, prospective customers, financial and accounting pathology records, manualsX-rays, formulae, processes, methods, compositions, ideas, improvements, inventions, know-how, research CT scans and any and all other confidential records, reports, slides and proprietary information images related to patient diagnosis, care or treatment) and medical and administrative libraries subject to ongoing access rights of the District in accordance with applicable law and a medical records agreement to be finalized by the Parties by the Closing Date and attached hereto as Exhibit G (collectively, the "Proprietary Information"“Medical Records Agreement”); (mviii) all cash, bank and other accounts, bank and other balances, term or time deposits, lock box receipts and similar cash items The District’s Medicare provider agreement with CMS (the "Accounts"“Medicare Provider Agreement”) and the corresponding Medicare provider number assigned to the District by CMS (the “Medicare Provider Number”); (ix) The District’s Medicaid provider agreement (the “Medicaid Provider Agreement”) and corresponding Medicaid Provider Number assigned by the State of Louisiana (the “Medicaid Provider Number”); (x) The Benefit Plans (including their related assets, trusts, insurance policies, and third party administrative services agreements) that are listed on Schedule 3.2(a) (each, an “Assumed Benefit Plan”); (xi) All of the District’s rights in and to all Assigned Rights, including, without limitation, all of the District’s rights in and to the Ventures (subject, in each case, to obtaining any applicable consent set forth on Schedule 6.12(d)); (xii) All of the District’s right in and to all of the patents and copyrights included within the Intellectual Property, and all licenses to Intellectual Property, to the extent assignable, including but not limited to all trade names and business names necessary to the operation of the Hospital Business (subject to the License Agreement); and (nxiii) any claims, demands, judgments, actions, causes of action, joinders, contributions, indemnities, losses, damages, suits, inquiries, proceedings, grievances, arbitrations, judgments or other similar or dissimilar rights All of the Assignor (going concern value and goodwill associated with the "Claims"), whether such Claims are known or unknown, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, vested or contingent; whether arising at law, in equity or otherwise, under common or statutory law, state or federal law, or natural or any other law; whether as a result of active or passive negligence, strict liability in tort, breach of warranty (express or implied), breach of contract, duty to indemnify or any other theory of recovery, basis or cause whatsoever; (a) through (n) above, together with all other assets, properties, rights and interests of the Assignor not excluded in Section 1.2 below, are referred to in this Agreement as "Included Assigned Assets."

Assigned Assets. Assignor hereby assigns, transfers and conveys to the Assignee all of Assignor's right, title and interest in and to each and every asset, right and interest of every kind, nature or character whatsoever, wherever located, and whether direct or indirect, that are owned, used or held for use by, or for the benefit of or on the behalf of, in whole or in part, Assignor and used in connection with the manufacturing, marketing, distribution and sale of food products in the United States (the "Manufacturing Operations") including, without limitation, the following (but specifically excluding the Excluded Assets, as such term is defined in Section 1.2 below): (a) all machinery; tools; dies; molds; appliances; motorized and non-motorized vehicles; trailers, attachments and accessories; marine vessels; aircraft; railway rolling stock; furnishings; equipment (including, but not limited to, all spare and replacement parts); computer hardware; computer software; fuel stocks; plants; materials, stores, supplies, packaging and labeling; documents, records and other similar and dissimilar tangible records; and all other tangible personal property of every conceivable nature, kind, character and description associated with the Manufacturing Operations of the Assignor (the "Property"); (b) all packaging materials, raw materials and work-in-progress of the Assignor (the "Inventories"); (c) all real property leases (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of land, structures, fixtures and premises (the "Real Property Leases"); (d) all leases, subleases and assignments (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of machinery, equipment or any other personal property (the "Personal Property Leases"); (e) all easements, profits, licenses pertaining to real property, rights of access, rights of way and other similar or dissimilar rights in real property (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect grantor or grantee (the "Real Property Licenses"); (f) all written and oral contracts (together with all modifications and amendments thereof and supplements thereto) (the "Contracts"); (g) all licenses not pertaining to real property (including, but not limited to, computer software licenses and trademark licenses), together with all modifications and amendments thereof and supplements thereto (the "Personal Property Licenses"); (h) all accounts receivable and all other similar or dissimilar receivables (the "Receivables"); (i) all prepaid expenses (the "Prepaid Expenses"); (j) all goodwill, going concern value and other intangible assets associated with the Manufacturing Operations of the Assignor (the "Goodwill"); (k) all transferable or otherwise assignable approvals, permits, authorizations, licenses, orders, registrations, certificates, variances and other similar or dissimilar permits obtained from any governmental or quasi-governmental authority and pending applications (the "Permits"); (l) all patents, patent applications and patent claims, whether foreign or domestic, owned or licensed by the Assignor; all copyrights, copyright applications or copyright claims, whether foreign or domestic, owned or licensed by the Assignor; all trade secrets, business privileged materials, proprietary information and all other confidential information of the Assignor, whether or not such information is related to the Manufacturing Operations of the Assignor, including, without limitation, all information relating to sales, sales volume, sales methods, sales proposals, customers, suppliers, prospective customers, financial and accounting records, manuals, formulae, processes, methods, compositions, ideas, improvements, inventions, know-how, research and all other confidential and proprietary information (collectively, the "Proprietary Information"); (m) all cash, bank and other accounts, bank and other balances, term or time deposits, lock box receipts and similar cash items (the "Accounts"); and (n) any claims, demands, judgments, actions, causes of action, joinders, contributions, indemnities, losses, damages, suits, inquiries, proceedings, grievances, arbitrations, judgments or other similar or dissimilar rights of the Assignor (the "Claims"), whether such Claims are known or unknown, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, vested or contingent; whether arising at law, in equity or otherwise, under common or statutory law, state or federal law, or natural or any other law; whether as a result of active or passive negligence, strict liability in tort, breach of warranty (express or implied), breach of contract, duty to indemnify or any other theory of recovery, basis or cause whatsoever;. (a) through (n) above, together with all other assets, properties, rights and interests of the Assignor not excluded in Section 1.2 below, are referred to in this Agreement as "Included Assets."

Assigned Assets. Assignor hereby assigns, transfers and conveys to the Assignee all of Assignor's right, title and interest in and to each and every asset, right and interest of every kind, nature or character whatsoever, wherever located, and whether direct or indirect, that are owned, used or held for use by, or for the benefit of or on the behalf of, in whole or in part, Assignor and used in connection with the manufacturing, marketing, distribution and sale of food and pet food products in the United States (the "Manufacturing Operations") including, without limitation, the following (but specifically excluding the Excluded Assets, as such term is defined in Section 1.2 below): (a) all machinery; tools; dies; molds; appliances; motorized and non-motorized vehicles; trailers, attachments and accessories; marine vessels; aircraft; railway rolling stock; furnishings; equipment (including, but not limited to, all spare and replacement parts); computer hardware; computer software; fuel stocks; plants; materials, stores, supplies, packaging and labeling; documents, records and other similar and dissimilar tangible records; and all other tangible personal property of every conceivable nature, kind, character and description associated with the Manufacturing Operations of the Assignor (the "Property"); (b) all packaging materials, raw materials and work-in-progress of the Assignor (the "Inventories"); (c) all real property leases (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of land, structures, fixtures and premises (the "Real Property Leases"); (d) all leases, subleases and assignments (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of machinery, equipment or any other personal property (the "Personal Property Leases"); (e) all easements, profits, licenses pertaining to real property, rights of access, rights of way and other similar or dissimilar rights in real property (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect grantor or grantee (the "Real Property Licenses"); (f) all written and oral contracts (together with all modifications and amendments thereof and supplements thereto) (the "Contracts"); (g) all licenses not pertaining to real property (including, but not limited to, computer software licenses and trademark licenses), together with all modifications and amendments thereof and supplements thereto (the "Personal Property Licenses"); (h) all accounts receivable and all other similar or dissimilar receivables (the "Receivables"); (i) all prepaid expenses (the "Prepaid Expenses"); (j) all goodwill, going concern value and other intangible assets associated with the Manufacturing Operations of the Assignor (the "Goodwill"); (k) all transferable or otherwise assignable approvals, permits, authorizations, licenses, orders, registrations, certificates, variances and other similar or dissimilar permits obtained from any governmental or quasi-governmental authority and pending applications (the "Permits"); (l) all patents, patent applications and patent claims, whether foreign or domestic, owned or licensed by the Assignor; all copyrights, copyright applications or copyright claims, whether foreign or domestic, owned or licensed by the Assignor; all trade secrets, business privileged materials, proprietary information and all other confidential information of the Assignor, whether or not such information is related to the Manufacturing Operations of the Assignor, including, without limitation, all information relating to sales, sales volume, sales methods, sales proposals, customers, suppliers, prospective customers, financial and accounting records, manuals, formulae, processes, methods, compositions, ideas, improvements, inventions, know-how, research and all other confidential and proprietary information (collectively, the "Proprietary Information"); (m) all cash, bank and other accounts, bank and other balances, term or time deposits, lock box receipts and similar cash items (the "Accounts"); and (n) any claims, demands, judgments, actions, causes of action, joinders, contributions, indemnities, losses, damages, suits, inquiries, proceedings, grievances, arbitrations, judgments or other similar or dissimilar rights of the Assignor (the "Claims"), whether such Claims are known or unknown, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, vested or contingent; whether arising at law, in equity or otherwise, under common or statutory law, state or federal law, or natural or any other law; whether as a result of active or passive negligence, strict liability in tort, breach of warranty (express or implied), breach of contract, duty to indemnify or any other theory of recovery, basis or cause whatsoever;. (a) through (n) above, together with all other assets, properties, rights and interests of the Assignor not excluded in Section 1.2 below, are referred to in this Agreement as "Included Assets."

Assigned Assets. Assignor hereby assigns, transfers and conveys to the Assignee all of Assignor's right, title and interest in and to each and every asset, right and interest of every kind, nature or character whatsoever, wherever located, and whether direct or indirect, that are owned, used or held for use by, or for the benefit of or on the behalf of, in whole or in part, Assignor and used in connection with the manufacturing, marketing, distribution and sale of food products in the United States (the "Manufacturing Operations") including, without limitation, the following (but specifically excluding the Excluded Assets, as such term is defined in Section 1.2 below): (a) all machinery; tools; dies; molds; packaging materials; appliances; motorized and non-motorized vehicles; trailers, attachments and accessories; marine vessels; aircraft; railway rolling stock; furnishings; equipment (including, but not limited to, all spare and replacement parts); computer hardware; computer software; fuel stocks; plants; materials, stores, supplies, packaging and labeling; documents, records and other similar and dissimilar tangible records; and all other tangible personal property of every conceivable nature, kind, character and description associated with the Manufacturing Operations of the Assignor (the "Property"); (b) all packaging inventory, raw materials, raw materials finished products and work-in-progress of the Assignor (the "Inventories"); (c) all real property leases (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of land, structures, fixtures and premises (the "Real Property Leases"); (d) all leases, subleases and assignments (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect lessor or lessee of machinery, equipment or any other personal property (the "Personal Property Leases"); (e) all easements, profits, licenses pertaining to real property, rights of access, rights of way and other similar or dissimilar rights in real property (together with all modifications and amendments thereof and supplements thereto), where the Assignor is the direct or indirect grantor or grantee (the "Real Property Licenses"); (f) all written and oral contracts (together with all modifications and amendments thereof and supplements thereto) (the "Contracts"); (g) all licenses not pertaining to real property (including, but not limited to, computer software licenses and trademark licenses), ) (together with all modifications and amendments thereof and supplements thereto thereto) (the "Personal Property Licenses"); (h) all trade accounts receivable and all other similar or dissimilar receivables (the "Receivables"); (i) all prepaid expenses expenses, other than prepaid taxes (the "Prepaid Expenses"); (j) all goodwill, going concern value and other intangible assets associated with the Manufacturing Operations of the Assignor (the "Goodwill"); (k) all transferable or otherwise assignable approvals, permits, authorizations, licenses, orders, registrations, certificates, variances and other similar or dissimilar permits obtained from any governmental or quasi-governmental authority and pending applications (the "Permits"); (l) all patents, patent applications and patent claims, whether foreign or domestic, owned or licensed by the Assignor; all copyrights, copyright applications or copyright claims, whether foreign or domestic, owned or licensed by the Assignor; all trade secrets, business privileged materials, proprietary information and all other confidential information of the Assignor, whether or not such information is related to the Manufacturing Operations of the Assignor, including, without limitation, all information relating to sales, sales volume, sales methods, sales proposals, customers, suppliers, prospective customers, financial and accounting records, manuals, formulae, processes, methods, compositions, ideas, improvements, inventions, know-how, research and all other confidential and proprietary information (collectively, the "Proprietary Information"); (m) all cash, bank and other accounts, bank and other balances, term or time deposits, lock box receipts and similar cash items (the "Accounts"); and (n) any claims, demands, judgments, actions, causes of action, joinders, contributions, indemnities, losses, damages, suits, inquiries, proceedings, grievances, arbitrations, judgments or other similar or dissimilar rights of the Assignor (the "Claims"), whether such Claims are known or unknown, suspected or unsuspected, foreseen or unforeseen, real or imaginary, actual or potential, vested or contingent; whether arising at law, in equity or otherwise, under common or statutory law, state or federal law, or natural or any other law; whether as a result of active or passive negligence, strict liability in tort, breach of warranty (express or implied), breach of contract, duty to indemnify or any other theory of recovery, basis or cause whatsoever;. (a) through (n) above, together with all other assets, properties, rights and interests of the Assignor not excluded in Section 1.2 below, are referred to in this Agreement as "Included Assets."