Common use of Assignment of Assets Clause in Contracts

Assignment of Assets. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (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 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 Assignor’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 Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunder); (f) 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but not limited to issued patents, patent applications (whether or not patents are issued thereon and whether modified, withdrawn or resubmitted), unpatented inventions, product designs, copyrights (whether registered or unregistered), know-how, technology, trade secrets, technical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 sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) 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 (i) 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 Assignor and to conduct Assignor’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) existing immediately prior to the ClosingEffective 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 Acquisition Agreement and the Contemplated Transactions, and (ii) the capital stock of 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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; (i) 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 Assignor Seller and to conduct AssignorSeller’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.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof immediately Effective Time 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 Closingdate 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 Stratex, 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) 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 sxx xxx or recover for the infringement or misappropriation thereof; (gf) 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 AssignorSeller; (hg) 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 (ih) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Buyer hereby contributes, assigns, conveys and transfers to AssigneeSeller, and Assignee Seller hereby receives, acquires and accepts, all assets and properties of Assignor Buyer as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingShare Exchange, including but not limited to the following, but excluding in all cases (i) the right, title and assets of Buyer in, to and under the Transaction Documents (as defined in the Share Exchange Agreement), and (ii) the capital stock of the 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 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 Buyer’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 AssignorBuyer’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 Assignor Buyer shall reasonably cooperate with Assignee Buyer in any reasonable arrangement designed to provide Assignee Buyer the benefits thereunder or any claim or right arising thereunder); (fd) 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 sxx or recover for the infringement or misappropriation thereof; (ge) 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 AssignorSeller; (hf) 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; (ig) 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 Assignor Buyer and to conduct AssignorBuyer’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.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingEffective 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 Documents, and (ii) the capital stock of 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (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 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 Assignor’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 Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) 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 (i) 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 Assignor and to conduct Assignor’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. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior (i) Anything in this Agreement to the Closingcontrary notwithstanding, including but Sellers shall not limited sell, assign, convey or transfer to the following: (a) all cash and cash equivalents; (b) all accounts receivable; (c) all inventories of raw materialsPurchaser any Purchased Asset or any claim, work in process, parts, supplies and finished products; (d) all right, title and interest, of record, beneficial right or otherwise, in and to and stock, membership interests, partnership interests benefit thereunder 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 Assignor’s rights thereunder to use and possess equipment provided by third parties, and all representations, warranties, covenants and guarantees related to the foregoing (provided thatarising therefrom, to the extent that an attempted assignment, transfer, sale or attempted sale of any Purchased Asset or any claim, right or benefit thereunder or arising therefrom to be sold, conveyed, transferred or assigned to Purchaser (collectively, the “Interests”) would constitute a breach or a violation of any applicable Law or 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 Interest (a “Retained Interest”) can be sold, conveyed, transferred and assigned in accordance with Section 1.1(c) without such a breach, violation of Law or such third party consent is obtained, at which time such Retained Interest shall be deemed to be sold, conveyed, transferred and assigned in accordance with Section 1.1(c) and shall cease to be a Retained Interest. (ii) To the extent that any Interest cannot be sold, conveyed, transferred or assigned without a breach or violation of Law, or any of the foregoing third party consents necessary to sell, convey, transfer or assign any claim Interest has not been obtained (or right does not remain in full force and effect) as of the Closing Date, Sellers and Purchaser shall, while such Interest remains a Retained Interest, use their commercially reasonable efforts to (A) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Retained Interest to Purchaser (including performance by Sellers as agent), and Purchaser shall promptly pay or benefit satisfy the corresponding liabilities and obligations to the extent Purchaser would have been responsible therefor if there had been no such breach or violation of Law, or 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 thereunder or resulting therefrom is not assignable by its terms from such Retained Interest against the issuer thereof or the assignment other party or parties thereto (including the right to elect to terminate any such Retained Interest in accordance with the terms thereof shall require upon the advice of Purchaser). The failure of any third party consent or approval to be obtained or the failure of another party thereto, this Agreement shall not any Interest to 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 Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder a Purchased Asset or any claim circumstances resulting therefrom shall not, individually or right arising thereunderin 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 breached, Sections 3.4, 5.1 and 5.5(b); (f) 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 sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) 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 (i) 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 Assignor and to conduct Assignor’s business as it is presently conducted; all of provided that nothing in the foregoing being referred to herein as the “Assigned Assetsshall limit any rights of Purchaser under Section 6.3 or Article IX in respect of a breach of such Sections.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof Seller existing immediately prior to the Closing, including but not limited to the following: (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 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) 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 sxx xxx or recover for the infringement or misappropriation thereof; (gf) 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 AssignorSeller; (hg) 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; (ih) 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 Assignor Seller and to conduct AssignorSeller’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.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingEffective 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 Documents”), and (ii) the capital stock of 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof immediately prior to the ClosingEffective 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller solely relating to the Legacy Business as of the date hereof immediately prior to the ClosingClosing (defined below), including but not limited to the following, but excluding in all cases the right, title and assets of Seller in, to the capital stock of Split-Off Subsidiary: (a) all cash and cash equivalents; (b) all accounts receivable; (cb) all inventories of raw materialsmateri­als, work in process, parts, supplies and finished products; (dc) 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fd) 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 sxx xxx or recover for the infringement or misappropriation thereof; (ge) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (hf) 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 (ig) 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 Assignor the Seller and to conduct Assignorthe Seller’s business Legacy Business as it is presently was 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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof Seller existing immediately prior to the Closing, including but not limited to the following: (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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) 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 sxx or recover for the infringement or misappropriation thereof; (gf) 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 AssignorSeller; (hg) 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; (ih) 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 Assignor Seller and to conduct AssignorSeller’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.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor as Seller at the Effective Time of the date hereof immediately prior to Share 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 all of the Closingassets and proceeds of Seller, including but not limited to the following, but excluding all the capital stock of 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; (dc) 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; (ed) 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) 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 sxx or recover for the infringement or misappropriation thereof; (gf) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (hg) 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 (ih) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingEffective 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 Documents, and (ii) the capital stock of 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingEffective 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 Documents”), and (ii) the capital stock of 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor hereby contributes, assigns, conveys and transfers to Assignee, and Assignee hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior to the Closing, including but not limited to the following: (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 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 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 Assignor’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 contrary notwithstanding, this Agreement shall not constitute a sale, assignment, transfer or conveyance (provided thata "Transfer") or an agreement to Transfer any Assumed Contract or Permit, to the extent any of the foregoing or any claim or claim, right or benefit arising thereunder or resulting therefrom is not assignable by its terms or (collectively, the assignment thereof shall require the consent or approval of another party thereto, this Agreement shall not constitute an assignment thereof "Interests") if an attempted assignment Transfer thereof, without the consent, waiver, confirmation, novation or approval (a "Consent") of a third party, would constitute a breach or other contravention thereof, be ineffective or in violation any way adversely affect any rights thereunder, unless and until such Interest can be effectively Transferred without such breach, contravention or adverse effect, at which time each such Interest shall be deemed to be so Transferred. Until such Transfer, all such Interests shall be held in trust by Sequa or Sequa Chemicals for the sole benefit of Buyer. (b) To the extent any Consents necessary to Transfer any Interest have not been obtained or are not in effect as of the Closing Time, Sequa Chemicals, Sequa and Buyer shall, during the remaining term of such Interest, use all reasonable efforts to (i) cooperate in any reasonable and lawful arrangements designed to provide the benefits of such Interest to Buyer, in which case Buyer shall pay or satisfy the corresponding obligations for the enjoyment of such benefits to the extent Buyer would have been responsible therefor if such Consent had been obtained and such Interest had been transferred to Buyer; and (ii) enforce, at the request of Buyer and at Buyer's sole cost and expense, any rights of Sequa Chemicals arising from such Interest against the issuer thereof or the other party or parties thereto (including the right to elect to terminate any such Interest in accordance with the terms thereof or if such with the consent is not obtained prior to the Effective Time, and in lieu thereof Assignor shall reasonably cooperate with Assignee in any reasonable arrangement designed to provide Assignee the benefits thereunder or any claim or right arising thereunderof Buyer); (f) 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 sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor; (h) 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 (i) 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 Assignor and to conduct Assignor’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof immediately prior to the ClosingEffective 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 Organovo, 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) 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 sxx xxx or recover for the infringement or misappropriation thereof; (gf) 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 AssignorSeller; (hg) 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 (ih) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingShare 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 Documents (as defined in the Share Exchange Agreement), and (ii) the capital stock of 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 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fd) 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 sxx xxx or recover for the infringement or misappropriation thereof; (ge) 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 AssignorSeller; (hg) 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; (ih) 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 Assignor Seller and to conduct AssignorSeller’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.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor The Company hereby contributes, assigns, conveys and transfers to AssigneeSeller, and Assignee Seller hereby receives, acquires and accepts, all assets and properties of Assignor the Company as of the date hereof immediately prior to the ClosingEffective Time, including but not limited to the following, but excluding in all cases the controlling shares of the Company: (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 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, the Company and all bonds, debentures, notes or other securities;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 Assignorthe 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, 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 Assignor the Company shall reasonably cooperate with Assignee the Seller in any reasonable arrangement designed to provide Assignee the Company the benefits thereunder or any claim or right arising thereunder);thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof;thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by Assignor;the Company; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’s business as it is presently conducted; 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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof immediately prior to the ClosingEffective 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 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 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) 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 sxx xxx or recover for the infringement or misappropriation thereof; (gf) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (hg) 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 (ih) 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 Assignor the Seller and to conduct Assignorthe Seller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingEffective 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 Documents, and (ii) the capital stock of 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingShare 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 Documents (as defined in the Share Exchange Agreement), and (ii) the capital stock of each 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 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fd) 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 sxx or recover for the infringement or misappropriation thereof; (ge) 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 AssignorSeller; (hf) 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; (ig) 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 Assignor Seller and to conduct AssignorSeller’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.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof immediately prior to the ClosingEffective Time, including but not limited to the following, but excluding in all cases the capital stock of West Paces and Split-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 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 Xxxxxxxx Casinos II, LLC (“Doc Xxxxxxxx”) 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof Seller existing immediately prior to the ClosingClosing (as defined herein) , including but not limited to the following: (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 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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) 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 sxx xxx or recover for the infringement or misappropriation thereof; (gf) 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 AssignorSeller; (hg) 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; (ih) 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 Assignor Seller and to conduct AssignorSeller’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.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof immediately prior to the Closing, including but not limited to the following: (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 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fe) 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 sxx xxx or recover for the infringement or misappropriation thereof; (gf) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (hg) 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; (ih) 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 Assignor Seller and to conduct AssignorSeller’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.” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.”

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller as of the date hereof Closing Date (as defined below) immediately prior to giving effect to the ClosingEffective 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 Documents, and (ii) the capital stock of 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx xxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor as of the date hereof immediately prior Seller relating to the ClosingLegacy Business, if any, including but not limited to the following: (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 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 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 AssignorSeller’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 Timedate hereof, and in lieu thereof Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (fc) 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 sxx xxx or recover for the infringement or misappropriation thereof; (gd) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (he) 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 (if) 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 Assignor the Seller relating to the Legacy Business and to conduct Assignorthe 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”).” Notwithstanding the foregoing, the Assigned Assets shall not include any shares of capital stock of Assignee held by Assignor.

Assignment of Assets. Assignor Seller hereby contributes, assigns, conveys and transfers to AssigneeSplit-Off Subsidiary, and Assignee Split-Off Subsidiary hereby receives, acquires and accepts, all assets and properties of Assignor Seller (“pre-Asset Agreement Assets”) as of the date hereof immediately prior to the ClosingEffective Time, including but not limited to the following, but excluding in all cases the capital stock of 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 AssignorSeller’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 Assignor Seller shall reasonably cooperate with Assignee Split-Off Subsidiary in any reasonable arrangement designed to provide Assignee Split-Off Subsidiary the benefits thereunder or any claim or right arising thereunder); (f) 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 sxx or recover for the infringement or misappropriation thereof; (g) all fixed assets, including but not limited to the machinery, equipment, furniture, vehicles, office equipment and other tangible personal property owned or leased by AssignorSeller; (h) 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 (i) 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 Assignor Seller and to conduct AssignorSeller’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.”