Common use of Assignment of Assets Clause in Contracts

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller Effective as of the Effective Time, Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of Assignor, including but not limited all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by Assignor (collectively, the “Assets”): (a) all oil and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of Assignor in and to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation leasehold estates created thereby and (ii) the capital stock lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsany kind or character; (b) all accounts receivableoil, gas, water, disposal or injection ▇▇▇▇▇ located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “▇▇▇▇▇”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the ▇▇▇▇▇ being collectively referred to hereinafter as the “Properties”); (c) all inventories rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of raw materials, work Assignor in process, parts, supplies and finished productsthe Properties; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder)Contracts; (e) all intellectual propertypermits, including but not limited to issued patentslicenses, patent applications servitudes, easements, rights-of-way and other surface agreements (whether or not patents are issued thereon and whether modified, withdrawn or resubmittedthe “Easements”), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assetsequipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including but not limited to the well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, furnitureflow lines, vehiclespipelines, office equipment gathering systems, processing and separation facilities, structures, materials and other tangible personal property owned or leased by Selleritems (“Personal Property”); (g) all customer listsImbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, business including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”); (i) all of the rights, titles and interests of Assignor in and to all of the files, records, customer information and data, whether written or electronically stored, relating solely to the Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, customer financial recordsengineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”); provided, however, that Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all other files proceeds arising from such claims and information related causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by Assignor or attributable to customersthe Assets, including all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreementsamounts owed to Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of Assignor; and (hm) to the extent legally assignable, all licenses, permits, certificates, approvals any amounts held in suspense by Assignor or any other party (including Assignee and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Sellerits Affiliates) on Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsbehalf.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to the Effective TimeTime (as defined in the Merger Agreement), including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Merger Agreement and all other agreements and instruments referred to therein (collectively, the “Transaction Documentation Documents”), and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0); (b) all accounts receivablereceivable (having an approximate value of $0); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately after giving effect to the Merger at the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documents), and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all pre-Merger cash and cash equivalents; (b) all pre-Merger accounts receivable; (c) all pre-Merger inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary Georgia REIT and Split-Off SubsidiarySubsidiary : (a) all cash and cash equivalents; (b) all accounts receivable and notes receivable, including intercompany notes receivable, together with all interest in all collateral provided as security therefore; (c) all inventories of raw materials, work in process, parts, supplies and finished productsinventories; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, including, without limitation, all issued and outstanding shares of Casinos USA, Inc. (“Bull Durham”), Doc ▇▇▇▇▇▇▇▇ Casinos II, LLC (“Doc ▇▇▇▇▇▇▇▇”) and Global Gaming Technologies, LLC, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivoMesa, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of immediately prior to the Effective TimeClosing, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof, but excluding any intellectual property related to the name of Seller; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and, but excluding all business, tax, corporate and other records identified in Section 3.4 below; (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and (i) all real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller Assignor hereby contributes, assigns, conveys and transfers to Split-Off SubsidiaryAssignee, and Split-Off Subsidiary Assignee hereby receives, acquires and accepts, all assets and properties of Seller Assignor as of the Effective Timedate hereof immediately prior to the Closing, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of Seller’s record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of SellerAssignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller Assignor shall reasonably cooperate with Split-Off Subsidiary Assignee in any reasonable arrangement designed to provide Split-Off Subsidiary Assignee the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by SellerAssignor; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller Assignor and to conduct SellerAssignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work Anything in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related this Agreement to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party theretocontrary notwithstanding, this Agreement shall not constitute an assignment agreement to assign any claim, right, benefit, Contract, lease, license or other agreement to which Honeywell, any Seller or any Transferred Entity is a party (including the Material Contracts) (collectively, the “Interests”), if such Interest is not capable of being sold, conveyed, transferred or assigned without any third-party consent which has not been obtained by (or does not remain in full force and effect at) the Closing, unless and until such third-party consent with respect to such Interest (a “Retained Interest”) is obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with Section 1.1(d) and shall cease to be a Retained Interest. (ii) To the extent the third-party consents necessary to sell, convey, transfer or assign any Interest has not been obtained (or does not remain in full force and effect) as of the Closing, Sellers and Purchaser shall, while such Interest remains a Retained Interest, use their commercially reasonable best efforts to (A) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Retained Interest to Purchaser, subject to the terms of and to the extent permitted by such Interest and Purchaser shall promptly pay or satisfy the corresponding liabilities and obligations to the extent Purchaser would have been responsible therefor if such third-party consent had been obtained, and such Retained Interest had been transferred to Purchaser as of the Closing, but only to the extent Purchaser obtains the benefits of such Retained Interest; and (B) enforce, at the request of Purchaser, and subject to Purchaser’s prompt reimbursement of Sellers’ out of pocket costs, any rights of Sellers arising from such Retained Interest against the issuer thereof if an attempted assignment would be or the other party or parties thereto (including the right to elect to terminate any such Retained Interest in violation of accordance with the terms thereof upon the advice of Purchaser). The failure of any third-party consent under any Contract, lease, license or other agreement to which Honeywell, any Seller or any Transferred Entity is a party to be obtained or any circumstances resulting therefrom shall not, individually or in the aggregate, constitute a Business Material Adverse Effect or a breach by any Seller of any representation, warranty, condition, covenant or agreement contained in this Agreement (other than, if such consent is not obtained prior breached, Sections 3.4 and 5.5(b)), except with respect to the Effective Time, and condition set forth in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned AssetsSection 6.4.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets assets, liabilities and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Merger at the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets rights of Seller in, to and under the Transaction Documentation Documents, and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all pre-Merger cash and cash equivalents; (b) all pre-Merger accounts receivable; (c) all pre-Merger inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder)foregoing; (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities Entities, except those certificates, approvals and necessary authorizations relating to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conductedincorporation, organization and securities; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as at the Effective Time of the Effective TimeShare Exchange, excluding all cash and cash equivalents of Seller and all of Seller’s equity interest in International Safety Group, Inc., a Delaware corporation, but including but all of the assets and proceeds of Seller, not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsaccounts receivable (having an approximate value of $0.00); (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (c) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of existing immediately prior to the Effective TimeClosing, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all pre-Contribution cash and cash equivalents; (b) all pre-Contribution accounts receivable; (c) all pre-Contribution inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s pre-Contribution rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all pre-Contribution intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all pre-Contribution fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all pre-Contribution customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and; (h) to the extent legally assignable, all pre-Contribution licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and (i) all pre-Contribution real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller Effective as of the Effective Time, each Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of such Assignor, including but not limited all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by such Assignor (collectively, the “Assets”): (a) all oil and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of such Assignor in and to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation leasehold estates created thereby and (ii) the capital stock lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsany kind or character; (b) all accounts receivableoil, gas, water, disposal or injection ▇▇▇▇▇ located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “▇▇▇▇▇”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the ▇▇▇▇▇ being collectively referred to hereinafter as the “Properties”); (c) all inventories rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of raw materials, work such Assignor in process, parts, supplies and finished productsthe Properties; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder)Contracts; (e) all intellectual propertypermits, including but not limited to issued patentslicenses, patent applications servitudes, easements, rights-of-way and other surface agreements (whether or not patents are issued thereon and whether modified, withdrawn or resubmittedthe “Easements”), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assetsequipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including but not limited to the well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, furnitureflow lines, vehiclespipelines, office equipment gathering systems, processing and separation facilities, structures, materials and other tangible personal property owned or leased by Selleritems (“Personal Property”); (g) all customer listsImbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, business including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”); (i) all of the rights, titles and interests of such Assignor in and to all of the files, records, customer information and data, whether written or electronically stored, relating solely to (vi) facility and well records (“Records”); provided, however, that such Assignor shall have the right to retain copies of any or all such Records; (j) all claims and files, customer financial records, causes of action and all other files proceeds arising from such claims and information related causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by such Assignor or attributable to customersthe Assets, including all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreementsamounts owed to such Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of such Assignor; and (hm) to the extent legally assignable, all licenses, permits, certificates, approvals any amounts held in suspense by such Assignor or any other party (including Assignee and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Sellerits Affiliates) on such Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsbehalf.”

Assignment of Assets. Seller Assignor hereby contributes, assigns, conveys and transfers to Split-Off SubsidiaryAssignee, and Split-Off Subsidiary Assignee hereby receives, acquires and accepts, all assets and properties of Seller Assignor as of the Effective Timedate hereof immediately prior to the Closing, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of Seller’s record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of SellerAssignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller Assignor shall reasonably cooperate with Split-Off Subsidiary Assignee in any reasonable arrangement designed to provide Split-Off Subsidiary Assignee the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by SellerAssignor; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller Assignor and to conduct SellerAssignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash Prior to the Closing (as defined in Section 2.1), each Seller shall use its reasonable best efforts, and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work Buyer shall cooperate with Seller in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests insuch efforts, to and under obtain all non-governmental approvals, consents or waivers necessary to assign to Buyer all leases, contracts, licenses, agreements, leases, licenses (including software licenses), supply agreements, consulting agreementssales or purchase orders, commitments, purchase ordersproperty interests, customer orders qualifications or other assets described in Section 1.1 hereof and work ordersany claim, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom (collectively, the "Interests") as soon as practicable; provided that neither Seller nor Buyer shall be obligated to pay any consideration for the foregoing approvals, consents or waivers to the third party from whom such approval, consent or waiver is requested. (b) Except with respect to the matters described on Exhibit C, to the extent any of the approvals, consents or waivers referred to in Section 1.3(a) hereof have not assignable been obtained by its termsSellers as of the Closing Date, then the related Purchased Assets shall not be assigned to Buyer at the Closing, and, if Buyer so requests, Sellers, for a period of three (3) months after the Closing Date, shall continue to use their reasonable best efforts, and Buyer shall cooperate with Sellers in such efforts (without the payment of any consideration by Sellers or Buyer for such approvals, consents or waivers), to obtain such approvals, consents or waivers. Upon request by Buyer, for a period of three (3) months after the Closing Date, Sellers shall use their reasonable best efforts to, with Buyer reimbursing Sellers for their out-of-pocket expenses and indemnifying and holding harmless Sellers for any liabilities or obligations incurred by them: (i) cooperate with Buyer in any reasonable and lawful arrangements under which Buyer would obtain the benefits of, and assume the post-Closing obligations under, such Interest, and (ii) enforce for the account of Buyer any rights of either Seller arising from such Interest against the issuer thereof or the assignment thereof shall require other party or parties thereto (including the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be right to elect to terminate any such Interest in violation of accordance with the terms thereof upon the written advice of Buyer). Sellers will promptly pay (or if such consent is cause to be paid) to Buyer when received all amounts received by Sellers under any Interest. If, after the foregoing three (3) month period, the necessary consents, approvals or waivers have not been obtained prior to regarding the Effective TimeInterests, Buyer and in lieu thereof Seller shall reasonably Sellers will cooperate with Split-Off Subsidiary in any commercially reasonable arrangement designed to provide Split-Off Subsidiary obviate the benefits thereunder need for such consent, approval or waiver (such as by prepaying all amounts remaining due under any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmittedproperty lease), unpatented inventions, product designs, copyrights (whether registered or unregisteredall at Buyer's expense. For purposes of this Section 1.3(b), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights the matters described on Exhibit C shall not be deemed to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsbe "Interests".”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller solely relating to the Legacy Business as of the Effective TimeClosing (defined below), including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsaccounts receivable; (b) all accounts receivable; (c) all inventories of raw materialsmateri­als, work in process, parts, supplies and finished products; (dc) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ed) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fe) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gf) all customer lists, business records, customer records and files, customer financial recordsre­cords, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hg) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of the Seller and to conduct the Seller’s business Legacy Business as it is presently was conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller Effective as of the Effective Time, each Assignor does hereby forever GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of its right, title and interest in and to all properties and assets of such Assignor, including but not limited all properties and assets described in Section 1.1(a) through Section 1.1(m) below that are owned or held by such Assignor (collectively, the “Assets”): (a) all oil and gas leases, (collectively, the “Leases”), together with any and all other rights, titles and interests of such Assignor in and to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation leasehold estates created thereby and (ii) the capital stock lands covered by the Leases or included in units with which the Leases may have been pooled or unitized (the “Lands”), including in each case, fee interests, royalty interests, overriding royalty interests, production payments, net profits interests, carried interests, reversionary interests and all other interests of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsany kind or character; (b) all accounts receivableoil, gas, water, disposal or injection ▇▇▇▇▇ located on the Leases and the Lands or on other leases or lands with which the Leases and/or the Lands may have been pooled or unitized (collectively, the “▇▇▇▇▇”), and all Hydrocarbons produced therefrom or allocated thereto (the Leases, the Lands and the ▇▇▇▇▇ being collectively referred to hereinafter as the “Properties”); (c) all inventories rights and interests in, under or derived from all unitization and pooling agreements in effect with respect to the Properties and the units created thereby which accrue or are attributable to the interests of raw materials, work such Assignor in process, parts, supplies and finished productsthe Properties; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder)Contracts; (e) all intellectual propertypermits, including but not limited to issued patentslicenses, patent applications servitudes, easements, rights-of-way and other surface agreements (whether or not patents are issued thereon and whether modified, withdrawn or resubmittedthe “Easements”), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assetsequipment, machinery, fixtures, and other real, personal and mixed property, operational and nonoperational, known or unknown, located on the Properties or the other Assets described above or used or held for use primarily in connection with the Properties or other Assets described above, including but not limited to the well equipment, casing, rods, tanks, boilers, buildings, tubing, pumps, motors, fixtures, machinery, compression equipment, furnitureflow lines, vehiclespipelines, office equipment gathering systems, processing and separation facilities, structures, materials and other tangible personal property owned or leased by Selleritems (“Personal Property”); (g) all customer listsImbalances; (h) all geophysical and other seismic and related technical data and information relating to the Assets, business including any geologic and geophysical interpretations (collectively, the “Seismic Data and Information”); (i) all of the rights, titles and interests of such Assignor in and to all of the files, records, customer information and data, whether written or electronically stored, relating solely to the Assets, including: (i) land and title records (including abstracts of title, title opinions and title curative documents); (ii) contract files; (iii) correspondence; (iv) maps, customer financial recordsengineering data and reports; (v) log books and operating data; and (vi) facility and well records (“Records”); provided, however, that such Assignor shall have the right to retain copies of any or all such Records; (j) all claims and causes of action and all other files proceeds arising from such claims and information related causes of action, including any settlements thereof; (k) all audit rights; (l) all proceeds, accounts receivable, income, revenues, cash, cash equivalents, bonds and security therefor and monies owned or held by such Assignor or attributable to customersthe Assets, including all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreementsamounts owed to such Assignor by Assignee or its Affiliates or held by Assignee or its Affiliates for the benefit of such Assignor; and (hm) to the extent legally assignable, all licenses, permits, certificates, approvals any amounts held in suspense by such Assignor or any other party (including Assignee and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Sellerits Affiliates) on such Assignor’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsbehalf.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documents, and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0); (b) all accounts receivablereceivable (having an approximate value of $0); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) existing immediately prior to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Acquisition Agreement and the Contemplated Transactions, and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and; (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities Bodies and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and (i) all of the foregoing being referred to herein as the “Assigned Assetsreal property or interests therein.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Merger Agreement and all other agreements and instruments referred to therein (collectively, the “Transaction Documentation Documents”), and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0); (b) all accounts receivablereceivable (having an approximate value of $0); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of existing immediately prior to the Effective TimeClosing, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all pre-Merger cash and cash equivalents; (b) all pre-Merger accounts receivable; (c) all pre-Merger inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s pre-Merger rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all pre-Merger intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (f) all pre-Merger fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all pre-Merger customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and; (h) to the extent legally assignable, all pre-Merger licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and (i) all pre-Merger real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributesCompany shall assign and transfer, assignswithout representation recourse or warranty, conveys the mortgage loans listed in Schedules 2.4 and transfers 6.11 (the “Sachs Mortgage Loans”) to Split-Off Subsidiary▇▇▇▇▇▇▇ ▇▇▇▇▇ prior to Closing, and Split-Off Subsidiary hereby receivesin connection therewith, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiaryshall: (a) as applicable, (i) for any Sachs Mortgage Loan held in the name of Mortgage Electronic Registration Systems, Inc. (“MERS”), notify MERS of the assignment of the Sachs Mortgage Loans and either (A) arrange for ▇▇▇▇▇▇▇ ▇▇▇▇▇ to become a MERS participant or (B) arrange for MERS to assign/endorse the note, mortgage, and any other loan documents held in MERS’s name to ▇▇▇▇▇▇▇ ▇▇▇▇▇ and record any necessary assignments; or (ii) for each Sachs Mortgage Loan not held in the name of MERS, execute, deliver, and, if applicable, record all cash allonges, endorsements, and cash equivalentsassignments of with respect to such Sachs Mortgage Loans; (b) all accounts receivableterminate, in writing, any servicing agreements or arrangements with respect to the Sachs Mortgage Loans and pay any termination fees associated therewith such that the Sachs Mortgage Loans are assigned and transferred “servicing released”; (c) all inventories of raw materialsexecute and deliver “hello” and “goodbye” letters from ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Company, work in processrespectively, parts, supplies and finished productsto each borrower under each such Sachs Mortgage Loan; (d) all of Seller’s rightsif applicable, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to notify in writing the foregoing (provided that to the extent any custodian of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its termsmortgage files of each Sachs Mortgage Loan and arrange to have such mortgage files released, or in writing, from the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder);relevant custodial agreement; and (e) ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall execute and deliver to Company an acknowledgment that all intellectual property, including but not limited mortgage files relating to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights the Sachs Mortgage Loans have been delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇ or recover for his designee, and that the infringement or misappropriation thereof; (f) all fixed assets, including but not limited Company shall have no further obligations with respect to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned AssetsSachs Mortgage Loans.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary Nevada Gold and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller existing immediately prior to the Closing (as of the Effective Timedefined herein) , including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all pre-Share Exchange cash and cash equivalents; (b) all pre-Share Exchange accounts receivable; (c) all pre-Share Exchange inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s pre-Share Exchange rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all pre-Share Exchange intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all pre-Share Exchange fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all pre-Share Exchange customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and; (h) to the extent legally assignable, all pre-Share Exchange licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and (i) all pre-Share Exchange real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and SplitSpin-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller the Business as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Merger Agreement and (ii) the capital stock of InVivoI-ON, Acquisition Subsidiary and SplitSpin-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable and notes receivable, including intercompany notes receivable, together with all interest in all collateral provided as security therefore; (c) all inventories of raw materials, work in process, parts, supplies and finished productsinventories; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing related to the Business (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with SplitSpin-Off Subsidiary in any reasonable arrangement designed to provide SplitSpin-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) related to the Business and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by SellerSeller related to the Business; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller related to the Business and to conduct Seller’s business the Business as it is presently conducted; all of the foregoing being referred to herein collectively as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documents, and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0; (b) all accounts receivablereceivable (having an approximate value of $0; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller (a) Axys hereby contributesassigns to AAT all its right, assigns, conveys title and transfers interest in and to Split-Off Subsidiarythe Assigned Technology and the Additional Chemistry Assets. Axys assigns the Assigned Technology and the Additional Chemistry Assets to AAT, and Split-Off Subsidiary AAT hereby receives, acquires and accepts, all accepts such assets and properties of Seller as of the Effective TimeDate, including but not limited "AS IS" and "WHERE IS" and without any warranty and expressly subject to the following, but excluding in all cases (i) the right, title Sections 4.2 and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents;4.3. (b) The assignment of assets under subsection (a) is pursuant to an executed Bill ▇▇ Sale, Assignment of Patents and Patent Applications, Assignment of Trademark Applications and Assignment of Copyrights, each in the form attached hereto as Schedule 2.1(b) and delivered by Axys to AAT simultaneously with the execution and delivery of this Agreement. Axys further agrees to undertake all accounts receivable;additional actions and execute and deliver all additional documents and instruments reasonably requested by AAT from time to time to perfect AAT's title in and to the Assigned Technology and the Additional Chemistry Assets. (c) Effective as of and after the Effective Date, Axys hereby assigns to AAT all inventories of raw materialsAxys' rights, work claims and benefits (except as otherwise provided in processsubsection (d)), partsand delegates all its obligations, supplies responsibilities and finished products;liabilities under the Assigned Contracts, and AAT hereby assumes and agrees to perform all Axys' obligations, responsibilities and liabilities and agrees to accept all Axys' rights, claims and benefits (except as otherwise provided in subsection (d)), under the Assigned Contracts. If the counterparty's consent is required but not obtained, Axys shall enforce and receive all rights, claims and benefits in trust for AAT, and deliver over any cash or assets arising therefrom to AAT upon request. (d) The rights in the Assigned Technology assigned to AAT under Section 2.1(a) are expressly subject to any and all of Seller’s license rights that Axys has previously granted to third parties identified on Schedule 2.1(d), under the contracts specified on Schedule 2.1(d), with respect to such technology and intellectual property rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any and so long as such license rights remain in force. (e) All notebooks, documents, memoranda, reports, files, books, correspondence, lists and other written and graphic records relating to the combinatorial chemistry business, which Axys or its employees, agents or consultants prepared, used or constructed directly in the course of and pursuant to the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval conduct of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained Axys' combinatorial chemistry business prior to the Effective TimeDate (collectively, "Business Materials") shall be AAT's exclusive property, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed Axys hereby agrees to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) deliver all intellectual property, including but not limited Business Materials promptly to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned AssetsAAT at AAT's request.”

Assignment of Assets. Seller hereby contributes(a) Buyer may, assignsin its discretion by written notice to Sellers, conveys and transfers to Split-Off Subsidiarydesignate any of the Purchased Assets as additional Excluded Assets, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as any of the Effective TimeExcluded Assets as additional Purchased Assets, including but not limited which notice shall set forth in reasonable detail the Purchased Assets or Excluded Assets so designated. Buyer and Sellers acknowledge and agree that there shall be no reduction in the Purchase Price if Buyer elects to designate any Purchased Assets (other than Assumed Contracts) as Excluded Assets and there shall be no increase in the Purchase Price if Buyer elects to designate any Excluded Assets (other than Excluded Contracts) as Purchased Assets. Notwithstanding any other provision hereof, the Liabilities of Sellers under or related to any Purchased Asset excluded under this paragraph will constitute Excluded Liabilities. (b) Notwithstanding any other provision of this Agreement to the followingcontrary, but excluding in all cases this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (including any Assigned Contract) if (i) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely to subject Buyer, its Affiliates or any of its or their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the rightapproval, title and assets authorization or consent of, or granting or issuance of Seller inany license or permit by, to and under any third party thereto (each such action, a “Necessary Consent”), would constitute a breach, default or violation thereof or of any Law or in any way adversely affect the Transaction Documentation and rights of Buyer thereunder or (ii) the capital stock of InVivoBankruptcy Court has not entered an order approving such assignment or transfer. In such event, Acquisition Subsidiary such assignment or transfer is subject to such Necessary Consent being obtained and Split-Off Subsidiary: (a) all cash Sellers and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, Buyer will use their commercially reasonable efforts to and under all contracts, agreements, leases, licenses obtain the Necessary Consents with respect to any such Purchased Asset (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing Assigned Contract) or any claim or right or any benefit arising thereunder for the assignment or resulting therefrom transfer thereof to Buyer as Buyer may reasonably request. If such Necessary Consent is not assignable by its termsobtained, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment or transfer thereof would be in violation give rise to any of the terms thereof circumstances described in clauses (i) or if (ii) of the first sentence of this section, be ineffective or would adversely affect the rights of Buyer to such consent is not obtained prior to Purchased Asset following the Effective TimeClosing, (x) Sellers and Buyer will, and in lieu thereof Seller shall reasonably cooperate will cause their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with Split-Off Subsidiary in any reasonable arrangement designed one another to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual propertyobtain such Necessary Consents, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignablefeasible) as may be necessary so that Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, all licenses(2) complete any such assignments or transfers as soon as reasonably practicable, permitsand (3) upon receipt of any applicable Necessary Consents, certificatesto transfer or assign the applicable Purchased Asset to Buyer, approvals and authorizations issued by Governmental Entities (y) Sellers will, and necessary will cause their respective Affiliates to, cooperate with Buyer in good faith without further consideration in any arrangement reasonably acceptable to own, lease or operate Buyer and Sellers intended to provide Buyer with the assets and properties benefit of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned any such Purchased Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documents, and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $483.00); (b) all accounts receivablereceivable (having an approximate value of $0); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. (a) Subject to and in accordance with the terms of this Agreement, Seller hereby contributes, assigns, conveys and transfers agrees to Split-Off Subsidiarysell to Buyer, and Split-Off Subsidiary hereby receives▇▇▇▇▇ agrees to purchase from Seller, acquires and accepts, all assets and properties of Seller effective as of the Effective TimeDate, all of the right, title, and interest of Seller (owned or held directly by Seller, or indirectly through its agents, including but not limited Two Pearl Energy (as defined below)) in and to the followinginterests and properties, but excluding in all cases less and except the Excluded Assets (as defined below) (collectively, the “Assets”): (i) all of the oil and gas leases described in Exhibit A, together with any and all other right, title, and interest of Seller in and to the leasehold estates created thereby (such interests in such leases, the “Leases”), and all rights and interests in the lands covered by the Leases and any lands pooled or unitized therewith (such lands, the “Lands”, together with the Leases, the “Oil and Gas Properties”); (ii) all permits, licenses, servitudes, easements, rights-of-way, surface leases, other surface interests and surface rights to the extent appurtenant to and used primarily in connection with the ownership, operation, production, gathering, sale, or disposal of hydrocarbons or produced water from the Leases, including those described on Exhibit B (the “Easements”); (iii) to the extent assignable, all contracts, agreements and any other legally binding arrangement (but excluding any Leases or Easements) relating primarily to any of the Assets or that will be binding on Buyer or the Assets after the Closing (as defined below) (but exclusive of any contracts relating to the Excluded Assets), including without limitation any purchase, sale, farmin, farmout, area of mutual interest, disposition, exploration, operation, marketing, transportation, or processing of the Oil and Gas Properties (collectively, the “Conveyed Contracts”), and all rights thereunder, including those set forth on Exhibit C; and (iv) all files, records, and data (including electronic data) or copies thereof in the possession of Seller to the extent specifically related to the Assets, including: (1) suspended funds files, lease files, land files, ▇▇▇▇▇ files, division order files, abstracts, title files, engineering and/or production files, non-interpretive maps, and accounting and tax records; (2) approved authorizations for expenditures, engineering records, non-interpretive reservoir information, daily drilling and completion plans and reports, and wellbore diagrams; (3) marketing contracts; and (4) environmental files and records (collectively, the “Records”). (b) Notwithstanding anything to the contrary in Section 1(a), Seller shall (or shall cause Two Pearl Energy to) reserve and retain all and any right, title or interest in or to: (i) an overriding royalty interest, with respect to each Subject Lease, in a percentage equal to the positive difference between the royalty interest of the lessor set forth in the Subject Lease and twenty-five (25%) percent, if the lessor reserves a royalty less than twenty-five (25%) percent, and two (2%) percent if the lessor reserves a royalty interest equal to or greater than twenty-five (25%) percent (the “Seller Subject Lease ▇▇▇▇▇”); or (ii) any assets of Seller inother than the Assets (together with the Seller Subject Lease ▇▇▇▇▇, the “Excluded Assets”). (c) From and after the Closing, Seller agrees to fulfill, perform, pay, and under discharge (or cause to be fulfilled, performed, paid, and discharged) all obligations and Liabilities (i) related to the Transaction Documentation Excluded Assets (except as provided for in Section 6 (Seismic Operation) of the Acquisition and Development Agreement), and (ii) other than those arising from, based upon, related to or associated with the capital stock Assumed Obligations (the “Retained Obligations”). As used herein, “Liabilities” means any and all claims, obligations, causes of InVivoaction, Acquisition Subsidiary payments, charges, judgments, assessments, liabilities, losses, damages, penalties, fines, costs and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materialsexpenses, work in processincluding court fees, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work ordersreasonable attorneys’ fees, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be other expenses incurred in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsconnection therewith.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivoOrganovo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all pre-Merger cash and cash equivalents; (b) all pre-Merger accounts receivable; (c) all pre-Merger inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s pre-Merger rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all pre-Merger intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all pre-Merger fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all Pre-Merger customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all pre-Merger licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. (a) Except as otherwise provided in Section 2.05, notwithstanding anything in this Agreement to the contrary, at any time prior to the date that is five Business Days prior to the anticipated Closing Date, Buyer may, in its sole discretion by written notice to Seller, designate any of the Purchased Assets as additional Excluded Assets, which notice shall set forth in reasonable detail the Purchased Assets so designated. Buyer and Seller hereby contributesacknowledge and agree that there shall be no reduction in the Purchase Price if Buyer elects to designate any Purchased Assets as Excluded Assets. Notwithstanding any other provision hereof, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties the Liabilities of Seller as or any of the Effective Time, including but not limited its Subsidiaries under or related to any Purchased Asset excluded under this paragraph will constitute Excluded Liabilities. (b) Notwithstanding any other provision of this Agreement to the followingcontrary, but excluding in all cases this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (including any Assigned Contract) if (i) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely subject Buyer, its Affiliates or any of their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the rightapproval, title and assets authorization or consent of, or granting or issuance of Seller inany license or permit by, to and under any Third Party thereto (each such action, a “Necessary Consent”), would constitute a breach, default or violation thereof or of any Law or in any way adversely affect the Transaction Documentation and rights of Buyer thereunder or (ii) the capital stock of InVivoBankruptcy Court has not entered an order approving such assignment or transfer. In such event, Acquisition Subsidiary such assignment or transfer is subject to such Necessary Consent being obtained and Split-Off Subsidiary: (a) all cash Seller and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, Buyer will use their commercially reasonable efforts to and under all contracts, agreements, leases, licenses obtain the Necessary Consents with respect to any such Purchased Asset (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing Assigned Contract) or any claim or right or any benefit arising thereunder for the assignment or resulting therefrom transfer thereof to Buyer as Buyer may reasonably request. If such Necessary Consent is not assignable by its termsobtained, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment or transfer thereof would be in violation give rise to any of the terms thereof circumstances described in clauses (i) or if (ii) of the first sentence of this section, be ineffective or would adversely affect the rights of Buyer to such consent is not obtained prior to Purchased Asset following the Effective TimeClosing, (x) Seller and Buyer will, and in lieu thereof Seller shall reasonably cooperate will cause their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with Split-Off Subsidiary in any reasonable arrangement designed one another to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual propertyobtain such Necessary Consents, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignablefeasible) as may be necessary so that Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, all licenses(2) complete any such assignments or transfers as soon as reasonably practicable, permitsand (3) upon receipt of any applicable Necessary Consents, certificatesto transfer or assign the applicable Purchased Asset to Buyer, approvals and authorizations issued by Governmental Entities (y) Seller will, and necessary will cause its respective Affiliates to, cooperate with Buyer in good faith without further consideration in any arrangement reasonably acceptable to own, lease or operate Buyer and Seller intended to provide Buyer with the assets and properties benefit of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned any such Purchased Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective TimeClosing Date (as defined below) immediately prior to giving effect to the Share Exchange, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documents (as defined in the Share Exchange Agreement), and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off SubsidiaryPrivateCo: (a) all pre-Share Exchange cash and cash equivalents; (b) all pre-Share Exchange accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s pre-Share Exchange rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ed) all pre-Share Exchange intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fe) all pre-Share Exchange fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all pre-Share Exchange customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and; (h) to the extent legally assignable, all pre-Share Exchange licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and (i) all pre-Share Exchange real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes(a) Buyers may, assignsin their discretion by written notice to Sellers, conveys and transfers to Split-Off Subsidiarydesignate any of the Purchased Assets as additional Excluded Assets, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as any of the Effective TimeExcluded Assets as additional Purchased Assets, including but not limited which notice shall set forth in reasonable detail the Purchased Assets or Excluded Assets so designated. Buyers and Sellers acknowledge and agree that there shall be no reduction in the Purchase Price if Buyers elect to designate any Purchased Assets (other than Assumed Contracts) as Excluded Assets and there shall be no increase in the Purchase Price if Buyers elect to designate any Excluded Assets (other than Excluded Contracts) as Purchased Assets. Notwithstanding any other provision hereof, the Liabilities of Sellers under or related to any Purchased Asset excluded under this paragraph will constitute Excluded Liabilities. (b) Notwithstanding any other provision of this Agreement to the followingcontrary, but excluding in all cases this Agreement will not constitute an agreement to assign or transfer and will not effect the assignment or transfer of any Purchased Asset (including any Assigned Contract) if (i) (A) prohibited by applicable Law, (B) an attempted assignment or transfer thereof would reasonably likely to subject Buyers, their Affiliates or any of their respective Representatives to civil or criminal Liability or (C) an attempted assignment or transfer thereof, without the rightapproval, title and assets authorization or consent of, or granting or issuance of Seller inany license or permit by, to and under any Third Party thereto (each such action, a “Necessary Consent”), would constitute a breach, default or violation thereof or of any Law or in any way adversely affect the Transaction Documentation and rights of Buyers thereunder or (ii) the capital stock of InVivoBankruptcy Court has not entered an order approving such assignment or transfer. In the event such assignment or transfer is subject to a Necessary Consent being obtained, Acquisition Subsidiary Sellers and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, Buyers will use their commercially reasonable efforts to and under all contracts, agreements, leases, licenses obtain the Necessary Consents with respect to any such Purchased Asset (including software licenses)any Assigned Contract) for the assignment or transfer thereof to Buyers, supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom as Buyers may reasonably request. If such Necessary Consent is not assignable by its termsobtained, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment or transfer thereof would be in violation give rise to any of the terms thereof circumstances described in clauses (i) or if (ii) of the first sentence of this section, be ineffective or would adversely affect the rights of Buyers to such consent is not obtained prior to Purchased Asset following the Effective TimeClosing, (x) Sellers and Buyers will, and in lieu thereof Seller shall reasonably cooperate will cause their respective Affiliates to, (1) use commercially reasonable efforts (including cooperating with Split-Off Subsidiary in any reasonable arrangement designed one another to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual propertyobtain such Necessary Consents, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignablefeasible) as may be necessary so that Buyers would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, all licenses(2) complete any such assignments or transfers as soon as reasonably practicable, permitsand (3) upon receipt of any applicable Necessary Consents, certificatesto transfer or assign the applicable Purchased Asset to Buyers, approvals and authorizations issued by Governmental Entities (y) Sellers will, and necessary will cause their respective Affiliates to, cooperate with Buyers in good faith without further consideration in any arrangement reasonably acceptable to own, lease or operate Buyers and Sellers intended to provide Buyers with the assets and properties benefit of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned any such Purchased Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary Crownbutte and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of the Seller and to conduct the Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller The Company hereby contributes, assigns, conveys and transfers to Split-Off SubsidiarySeller, and Split-Off Subsidiary Seller hereby receives, acquires and accepts, all assets and properties of Seller the Company as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets controlling shares of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off SubsidiaryCompany: (a) all cash and cash equivalents;equivalents; (b) all accounts receivable and notes receivable;, including intercompany notes receivable, together with all interest in all collateral provided as security therefore; (c) all inventories of raw materials, work in process, parts, supplies and finished products;inventories; (d) all right, title and interest, of Sellerrecord, beneficial or otherwise, in and to the Company and all bonds, debentures, or notes; (e) all of the Company’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Sellerthe Company’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller the Company shall reasonably cooperate with Split-Off Subsidiary the Seller in any reasonable arrangement designed to provide Split-Off Subsidiary the Company the benefits thereunder or any claim or right arising thereunder);thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-howknow­how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof;thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller;the Company; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documentation, and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0); (b) all accounts receivablereceivable (having an approximate value of $0); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective TimeTime related to the muffler, brake and auto repair services of Seller, as well as any and all other operations conducted by Seller prior to the date hereof, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivoStratex, Acquisition Subsidiary and Split-Off Subsidiary: (a) all pre-Merger cash and cash equivalents; (b) all pre-Merger accounts receivable; (c) all pre-Merger inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s pre-Merger rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all pre-Merger intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all pre-Merger fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all Pre-Merger customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all pre-Merger licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of relating to the Effective TimeLegacy Business, if any, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all All inventories of raw materials, work in process, parts, supplies and finished products; (db) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Timedate hereof, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ec) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fd) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (ge) all customer lists, business records, customer records and files, customer financial recordsre-cords, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hf) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of the Seller relating to the Legacy Business and to conduct the Seller’s business Legacy Business as it is presently conducted; but excluding in all cases (i) the right, title and assets of Seller relating to the New Business, (ii) the capital stock of Split-Off Subsidiary, (iii) all cash and cash equivalents and (iv) all accounts receivable (all of the foregoing being referred to herein as the “Assigned Assets”).”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documents, and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0); (b) all accounts receivablereceivable (having an approximate value of $0); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller (a) Assignor, for and in consideration of the covenants and agreements to be performed by Assignee, as hereinafter contained, and for good and valuable consideration, receipt whereof is hereby contributesacknowledged, does hereby grant, bargain, sell, assign, convey and transfer to Assignee, its successors and assigns, conveys in trust, for the benefit of Assignor’s creditors generally, all of the property of Assignor of every kind and transfers to Split-Off Subsidiarynature and wherever situated, both real (but not facility lease arrangements) and personal, and Split-Off Subsidiary hereby receivesany interest or equity therein not exempt from execution, acquires and acceptsincluding, all assets and properties of Seller as of the Effective Time, including but not limited to the followingto, but excluding in all cases (i) intellectual property rights of the rightAssignor (e.g., title trade names, service names, registered and unregistered trademarks and service marks and logos and all associated goodwill; internet domain names; patents, patent rights and applications therefor, copyrights and registrations and applications therefor; software and source code (and software licenses with respect thereto) and related documentation; customer lists and customer information; know-how, trade secrets, inventions, discoveries, concepts, ideas, methods, processes, designs, formulae, technical data, drawings, specifications, data bases and other proprietary assets of Seller in(collectively, to and under the Transaction Documentation “Intellectual Property”)), and (ii) the capital all that certain stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinerymerchandise, equipment, furniture, vehiclesfixtures, office equipment accounts, books, cash on hand, cash in bank, deposits, insurance policies, and other tangible personal property owned choses in action that are legally assignable, together with the proceeds of any existing non- assignable choses in action that may hereafter be recovered or leased received by Seller;Assignor (collectively, the “Assignment Estate”). Assignor agrees to execute such additional documents as shall be necessary to accomplish the purposes of this Assignment. (gb) This General Assignment specifically includes and covers all customer listsclaims for refund or abatement of all excess taxes heretofore or hereafter assessed against or C:\Users\ksingla\Desktop\Pebble Landing Page\Pebble Industries Gen Assign v2.doc 1 GENERAL ASSIGNMENT collected from Assignor by the U.S. Treasury Department or any other taxing agency, and Assignor agrees to sign and execute power of attorney or such other documents as required to enable Assignee to file and prosecute, compromise and/or settle, all such claims before the Internal Revenue Service, U.S. Treasury Department or any other taxing or other governmental agency. (c) Assignee is to receive said property and conduct said business, should it deem it proper, and is hereby authorized at any time after the signing hereof by Assignor to sell and dispose of said property upon such time and terms as it may see fit, and is to pay to creditors of Assignor pro rata, the net proceeds arising from the conducting of said business recordsand sale and disposal of said property, customer records after deducting all moneys which Assignee may at its option pay for the discharge of any lien on any of said property and files, customer financial recordsany indebtedness which under applicable law is entitled to priority of payment, and all other files expenses, including a reasonable fee to Assignee and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsits attorneys.”

Assignment of Assets. Seller Assignor hereby contributessells, transfers, assigns, conveys and transfers to Split-Off Subsidiaryconveys, sets over, and Split-Off Subsidiary delivers to Assignee, and Assignee hereby receives, acquires and acceptsfrom Assignor, all of the business and operations of Assignor and all of the assets and properties of Seller Assignor of every kind and description, wherever located, real, personal or mixed, tangible or intangible, as of the Effective same existed on 12:00 midnight, Mountain Time, on December 13, 2005 (the "Transfer Date") (herein collectively called the "Assigned Assets"), including but not limited to all right, title, and interest of Assignor in, to, and under the following, but save, except, excluding the Excluded Assets as described below in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off SubsidiarySection 2: (a) all cash cash, bank deposits, investment accounts, securities and cash equivalents; (b) all accounts receivableof the assets reflected on the balance sheet of Assignor, except those disposed of in the ordinary course of business after the date of such balance sheet; (c) all inventories of raw materialsinstruments (including promissory notes), work in processdocuments, partsaccounts, supplies notes, and finished productsaccounts receivable; (d) all personal and fixture property of Seller’s rightsevery kind and nature, title and interests in, to and under including all contracts, agreements, leases, licenses goods (including software licenses)inventory, supply agreements, consulting agreements, commitments, purchase orders, customer orders and work ordersequipment, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party accessions thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications chattel paper (whether tangible or not patents are issued thereon and whether modified, withdrawn or resubmittedelectronic), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assetsdeposit accounts, including but letter-of-credit rights (whether or not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased letter of credit is evidenced by Sellera writing); (g) all commercial tort claims, securities and all other investment property, supporting obligations, any other contract rights or rights to the payment of money, insurance claims and proceeds, and all general intangibles (including all payment intangibles); (h) all raw materials, supplies, work-in-process, and other materials included in the inventory of Assignor; (i) all governmental permits; (j) trademarks, trade names, service marks, and copyrights (and all goodwill associated therewith), registered or unregistered, and the applications for registration thereof and the patents and applications therefor and the licenses relating to any of the foregoing; (k) all severance or employment agreements; (l) all mailing lists, customer lists, subscriber lists, processes, computer software, manuals or business recordsprocedures, customer records trade secrets, know-how, and other proprietary or confidential information used in or relating to the activities of Assignor, including computer software and programs including related procedures, files, customer financial records, and manuals and all other files source and information object codes and documentation related thereto; (m) all of Assignor's rights, claims, offsets, or causes of action against third parties relating to customersthe assets, all customer proposalsproperties, all open service agreements with customers and all uncompleted customer contracts and agreementsbusiness, or operations of Assignor on the Transfer Date; and (hn) all books and records (including all data and other information stored on discs, tapes, or other media) of Assignor relating to the extent legally assignableassets, all licensesproperties, permitsbusiness, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties operations of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned AssetsAssignor.”

Assignment of Assets. Seller Buyer hereby contributes, assigns, conveys and transfers to Split-Off SubsidiarySeller, and Split-Off Subsidiary Seller hereby receives, acquires and accepts, all assets and properties of Seller Buyer as of the Effective TimeClosing Date (as defined below) immediately prior to giving effect to the Share Exchange, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller Buyer in, to and under the Transaction Documentation Documents (as defined in the Share Exchange Agreement), and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiarythe PrivateCo: (a) all pre-Share Exchange cash and cash equivalents; (b) all pre-Share Exchange accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of SellerBuyer’s pre-Share Exchange rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of SellerBuyer’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller Buyer shall reasonably cooperate with Split-Off Subsidiary Buyer in any reasonable arrangement designed to provide Split-Off Subsidiary Buyer the benefits thereunder or any claim or right arising thereunder); (ed) all pre-Share Exchange intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (fe) all pre-Share Exchange fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gf) all pre-Share Exchange customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and; (hg) to the extent legally assignable, all pre-Share Exchange licenses, permits, certificates, approvals and authorizations issued by Governmental Entities any governmental entity and necessary to own, lease or operate the assets and properties of Seller Buyer and to conduct SellerBuyer’s business as it is presently conducted; and (h) all pre-Share Exchange real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Closing Date (as defined below) immediately prior to giving effect to the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Merger Agreement and all other agreements and instruments referred to therein and in the Subscription Agreement dated March 5, 2015, and all other agreements and instruments referred to therein (collectively, the “Transaction Documentation Documents”), and (ii) the capital stock of InVivo, Acquisition Subsidiary PrivateCo and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0); (b) all accounts receivablereceivable (having an approximate value of $0); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary West Paces and Split-Off SubsidiarySubsidiary : (a) all cash and cash equivalents; (b) all accounts receivable and notes receivable, including intercompany notes receivable, together with all interest in all collateral provided as security therefore; (c) all inventories of raw materials, work in process, parts, supplies and finished productsinventories; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, including, without limitation, all issued and outstanding shares of Casinos USA, Inc. (“Bull Durham”), Doc ▇▇▇▇▇▇▇▇ Casinos II, LLC (“Doc ▇▇▇▇▇▇▇▇”) and Global Gaming Technologies, LLC, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of Effective at the Effective Time, including but not limited Assignor hereby conveys, grants, contributes, transfers and assigns to the followingAssignee, but excluding in its successors and assigns, all cases (i) the of their right, title and assets interest in and to all of Seller inthe assets, to properties, businesses and under goodwill of Assignor of every kind and nature whatsoever, tangible or intangible, real, personal or mixed, fixed or contingent, wherever located (the Transaction Documentation and (ii) “Assignment”), including, without limitation, the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiaryfollowing: (a) all cash and cash equivalentsof the Assignor’s assets; (b) all accounts receivabledeeds, leases, leaseholds, mortgages, assignments, contracts, options and licenses of every kind and description to which Assignor’s are a party and all documents and muniments of title relating to or in any way connected with the property of Assignor; (c) all inventories the right, title, interest, estate and appurtenances of raw materialsAssignor of every kind and description whatsoever in, work or in processany way relating to, partsreal property or real estate, supplies including, without limitation, estates of freehold, leaseholds and finished productschattels real, easements and servitudes of every kind, and all buildings and other improvements situated on such real property; (d) all furniture, fixtures, equipment, machinery, supplies, raw materials, goods in process, inventories, finished and unfinished products, goods, wares and merchandise, and, in general, all tangible personal property, goods and chattels of Seller’s rightsAssignor of every kind and description; (e) all claims, title rights and interests of Assignor in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders agreements and work orders, contracts between Assignor and including all of Seller’s rights thereunder to use and possess equipment provided by third any other party or parties, and all representationsin, warranties, covenants to and guarantees related to the foregoing (provided that to the extent under any of the foregoing other contracts which have been acquired by Assignor by assignment or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereofother manner; (f) all fixed assetsaccounts receivable, including but not limited to the machinerybills and notes receivable, equipmentcredits, furniturebank accounts, vehiclescash on hand or in banks, office equipment equities, bonds, shares of stock and other tangible personal property owned or leased by Sellersecurities, investments, debts, bills, discounts and deferred items of Assignor; (g) all customer listspatents, business recordstrademarks, customer records and filestrade names, customer financial recordscopyrights, and all other files and information related to customerstechnology, all customer proposalsapplications for and licenses of rights and interests to or under or in respect of patents, all open service agreements with customers trademarks, trade names, and copyrights and all uncompleted customer inventions, formulae and processes of Assignor; (h) all recoveries to which Assignor is entitled under insurance policies (including the cash surrender value thereof); (i) all governmental permits, approvals, licenses and other authorizations of Assignor to the extent assignable; (j) all claims, demands, judgments, rights under contracts and agreementsotherwise, chose in action, rights to tax or other refunds, reversions, reminders and rights of redemption; and (hk) all goodwill and other intangible assets; provided, however, that the Assignment is not intended to include and shall not include any right, title, or interest of Assignor in or to (1) the Retained Assets of Assignor (as defined in the Contribution Agreement and as set forth on Schedule II attached thereto) or (2) such other assets of Assignor (including, without limitation, contracts and agreements) as are transferred or assigned pursuant to the extent legally assignableContribution Agreement by deed, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, assignment of ground lease or operate the assets and properties other instrument of Seller and transfer or assignment other than pursuant to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsthis Agreement.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective TimeClosing, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereof; (f) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (g) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and; (h) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and (i) all real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of Effective at the Effective Time, including but not limited Assignor hereby conveys, grants, contributes, transfers and assigns to the followingAssignee, but excluding in its successors and assigns, all cases (i) the of their right, title and assets interest in and to all of Seller inthe assets, to properties, businesses and under goodwill of Assignor of every kind and nature whatsoever, tangible or intangible, real, personal or mixed, fixed or contingent, wherever located (the Transaction Documentation and (ii) “Assignment”), including, without limitation, the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiaryfollowing: (a) all cash and cash equivalentsof the Assignor’s assets; (b) all accounts receivabledeeds, leases, leaseholds, mortgages, assignments, contracts, options and licenses of every kind and description to which Assignor’s are a party and all documents and instruments of title relating to or in any way connected with the property of Assignor; (c) all inventories the right, title, interest, estate and appurtenances of raw materialsAssignor of every kind and description whatsoever in, work or in processany way relating to, partsreal property or real estate, supplies including, without limitation, estates of freehold, leaseholds and finished productschattels real, easements and servitudes of every kind, and all buildings and other improvements situated on such real property; (d) all furniture, fixtures, equipment, machinery, supplies, raw materials, goods in process, inventories, finished and unfinished products, goods, wares and merchandise, and, in general, all tangible personal property, goods and chattels of Seller’s rightsAssignor of every kind and description; (e) all claims, title rights and interests of Assignor in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders agreements and work orders, contracts between Assignor and including all of Seller’s rights thereunder to use and possess equipment provided by third any other party or parties, and all representationsin, warranties, covenants to and guarantees related to the foregoing (provided that to the extent under any of the foregoing other contracts which have been acquired by Assignor by assignment or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective Time, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (e) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇▇▇ or recover for the infringement or misappropriation thereofother manner; (f) all fixed assetsaccounts receivable, including but not limited to the machinerybills and notes receivable, equipmentcredits, furniturebank accounts, vehiclescash on hand or in banks, office equipment equities, bonds, shares of stock and other tangible personal property owned or leased by Sellersecurities, investments, debts, bills, discounts and deferred items of Assignor; (g) all customer listspatents, business recordstrademarks, customer records and filestrade names, customer financial recordscopyrights, and all other files and information related to customerstechnology, all customer proposalsapplications for and licenses of rights and interests to or under or in respect of patents, all open service agreements with customers trademarks, trade names, and copyrights and all uncompleted customer inventions, formulae and processes of Assignor; (h) all recoveries to which Assignor is entitled under insurance policies (including the cash surrender value thereof); (i) all governmental permits, approvals, licenses and other authorizations of Assignor to the extent assignable; (j) all claims, demands, judgments, rights under contracts and agreementsotherwise, chose in action, rights to tax or other refunds, reversions, reminders and rights of redemption; and (hk) all goodwill and other intangible assets; provided, however, that the Assignment is not intended to include and shall not include any right, title, or interest of Assignor in or to (1) the Retained Assets of Assignor (as defined in the Contribution Agreement and as set forth on Schedule II attached thereto) or (2) such other assets of Assignor (including, without limitation, contracts and agreements) as are transferred or assigned pursuant to the extent legally assignableContribution Agreement by deed, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, assignment of ground lease or operate the assets and properties other instrument of Seller and transfer or assignment other than pursuant to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assetsthis Agreement.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller (“pre-Asset Agreement Assets”) as of the Effective Time, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiary: (a) all cash and cash equivalentsequivalents (having an approximate value of $0.00); (b) all accounts receivablereceivable (having an approximate value of $0.00); (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial or otherwise, in and to and stock, membership interests, partnership interests or other equity or ownership interests in any corporation, limited liability company, partnership or other entity, and all bonds, debentures, notes or other securities; (e) all of Seller’s rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that that, to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, terms or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ef) all intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (fg) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gh) all customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and (hi) to the extent legally assignable, all licenses, permits, certificates, approvals and authorizations issued by Governmental Entities and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; all of the foregoing being referred to herein as the “Assigned Assets.”

Assignment of Assets. Seller hereby contributes, assigns, conveys and transfers to Split-Off Subsidiary, and Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Seller as of the Effective TimeClosing Date (as defined below) immediately prior to giving effect to the Share Exchange, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Seller in, to and under the Transaction Documentation Documents (as defined in the Share Exchange Agreement), and (ii) the capital stock of InVivo, Acquisition Subsidiary and Split-Off Subsidiaryeach PrivateCo: (a) all pre-Share Exchange cash and cash equivalents; (b) all pre-Share Exchange accounts receivable; (c) all inventories of raw materials, work in process, parts, supplies and finished products; (d) all of Seller’s pre-Share Exchange rights, title and interests in, to and under all contracts, agreements, leases, licenses (including software licenses), supply agreements, consulting agreements, commitments, purchase orders, customer orders and work orders, and including all of Seller’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided that to the extent any of the foregoing or any claim or right or benefit arising thereunder or resulting therefrom is not assignable by its terms, or the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof if an attempted assignment would be in violation of the terms thereof or if such consent is not obtained prior to the Effective TimeClosing, and in lieu thereof Seller shall reasonably cooperate with Split-Off Subsidiary in any reasonable arrangement designed to provide Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (ed) all pre-Share Exchange intellectual property, including but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical information, notebooks, drawings, software, computer coding (both object and source) and all documentation, manuals and drawings related thereto, trademarks or service marks and applications therefor, unregistered trademarks or service marks, trade names, logos and icons and all rights to ▇s▇▇ or recover for the infringement or misappropriation thereof; (fe) all pre-Share Exchange fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Seller; (gf) all pre-Share Exchange customer lists, business records, customer records and files, customer financial records, and all other files and information related to customers, all customer proposals, all open service agreements with customers and all uncompleted customer contracts and agreements; and; (hg) to the extent legally assignable, all pre-Share Exchange licenses, permits, certificates, approvals and authorizations issued by Governmental Entities any governmental entity and necessary to own, lease or operate the assets and properties of Seller and to conduct Seller’s business as it is presently conducted; and (h) all pre-Share Exchange real property or interests therein. all of the foregoing being referred to herein as the “Assigned Assets.”