Assignment and Transfer of Assets. Seller hereby agrees to sell, and Purchaser hereby agrees to purchase, all of the assets, property, rights, interests and business of Seller of every kind and description, tangible or intangible, and whether or not carried or reflected in the books and records of Seller, used in the operation of the business, except for the assets and property described in Section 1.2 below. Said acquisition shall be in the form of an exchange of assets of Seller for stock to be issued by BIZN pursuant to Section 38, subsection (a)(2)(C) of the Internal Revenue Code. The assets and property to be acquired hereunder (collectively, the "Purchased Assets") include, but are not limited to, the following:
Assignment and Transfer of Assets. Effective as of July 7, 2000 (the "Effective Date"), Assignor hereby transfers, grants, conveys, assigns, and relinquishes exclusively to Assignee, its successors and permitted assigns, absolutely and forever, all of Assignor's right, title, interest, benefit and claims, whether statutory or at common law, in and to all of the assets, properties and rights of Assignor, of every type and description, whether tangible or intangible, relating to the Peerfinder application and the business associated therewith, together with the goodwill associated with the Peerfinder application, along with the right to recover for damages and profits for past infringement thereof and all present and future rights of every kind pertaining to the Peerfinder application, whether or not such rights are now known, recognized or contemplated, with such right, title and interest in the Peerfinder application to be held and enjoyed by Assignee as fully and entirely as the same would have been held by Assignor had this Assignment not been made, including, without limitation, the following (all the assets of Assignor to be transferred and assigned to the Assignee pursuant hereto, including, without limitation, the Developed Technology, Peerfinder Technology, Software, Proprietary Rights, Inventories and Contract Rights (as hereinafter defined), are hereinafter collectively referred to as the "Program"):
Assignment and Transfer of Assets. There is no Intellectual Property, Contract or other Asset in use in the AGS Business that is owned or leased by any Major Shareholder or any other Person, other than AGS, that have not been or will not have been assigned to AGS prior to the Closing. No other Person, including, but not limited to, any Major Shareholder, has or will have any rights therein as of Closing.
