Common use of Contribution and Exchange Clause in Contracts

Contribution and Exchange. Upon the terms and subject to the conditions ------------------------- contained in this agreement, at the Closing (as defined in section 4), the Transferor shall contribute, exchange, assign, transfer, convey, set over and deliver to the Transferee, and the Transferee shall acquire, receive and accept from the Transferor in exchange for the assumption of the liabilities specified in section 2 and the other consideration specified in section 3, all of the assets and rights of every nature, kind and description, tangible and intangible, wherever located, that are owned, used or held for use by the Transferor in or for the Business, as the same shall exist on the Closing Date (as defined in section 4) and in each case whether or not recorded on the books and records of the Company (collectively, the "Acquired Assets"), free and clear of any and all liens, charges, claims, pledges, security interests or other encumbrances ("Liens") except for the Liens listed on Schedule 5.12(a) (the "Permitted Liens"), including, without limitation, the following: (1) all cash, cash equivalents and marketable securities; (2) all accounts receivable, notes receivable, drafts or other similar instruments; (3) all inventory, including but not limited to finished goods, work in process, raw materials and supplies; (4) all prepaid expenses and deposits, other than as set forth in section 1.2; (5) all machinery, equipment, tools and dies, hand tools, vehicles, computers and other data processing hardware (and all software related thereto or used therewith) and other tangible personal property of similar nature, including but not limited to all items set forth on the Transferor's fixed asset ledger attached to this agreement on Schedule 5.12(b) (collectively, the "Machinery and Equipment"); (6) all office furniture, office equipment, fixtures and other tangible personal property of similar nature (collectively, the "Furniture and Fixtures"); (7) all interests in each and every patent, copyright, trademark, trade name, brand name, service xxxx, service name, assumed name, logo, symbol, trade dress, design or representation or expression of any thereof, or registration or application for registration thereof, or any other invention, trade secret, technical information, know-how, proprietary right or intellectual property, technology, method, design, drawing, software (including documentation and source code listings), process and other proprietary properties or information (collectively, the "Intellectual Property"); (8) all real property interests described in Schedule 5.10 (a) (including the Real Property (as defined in section 5.10(a)) together with all buildings, facilities and other improvements thereon and all licenses, leases, rights, privileges and appurtenances thereto including, without limitation, all leases, agreements and other rights to use, occupy or possess, or otherwise with respect to, real property or machinery, equipment, vehicles, and other tangible personal property of similar nature to which the Transferor is a party, and all rights arising under or pursuant to such leases, agreements and rights; (9) all Material Contracts listed on Schedule 5.13(a) and all other Contracts (as defined in section 5.4(a)), including all Contracts relating to the Business and including, without limitation, customer and supplier contracts, sales representative and distributor contracts and commission contracts with respect thereto not required to be listed on Schedule 5.13 (a) (collectively, the "Assigned Contracts"); (10) all customer and supplier lists, mailing lists, catalogs, brochures and handbooks relating to the Business; (11) all other books, records, files, contracts, plans, notebooks, production and sales data and other data of the Transferor relating to the Business, whether or not in tangible form or in the form of intangible computer storage media such as optical disks, magnetic disks, tapes and all similar storage media; (12) the name "Portlyn" and all variations thereof and all similar names and the goodwill associated therewith, together with all trademarks, service marks and trade names of the Transferor related to the Business, if any; (13) all rights related to any portion of the Business or the Acquired Assets, including third party warranties and guaranties and other similar contractual rights, as to third parties held by or in favor of the Transferor, and arising out of, resulting from or relating to the Business or the Acquired Assets; and (14) all rights to insurance and condemnation proceeds relating to any damage, destruction, taking or other similar impairment of any of the Acquired Assets.

Contribution and Exchange. Upon the terms and subject to the conditions ------------------------- contained in this agreementAgreement, at the Closing (as defined in section 4), the Transferor shall contribute, exchange, assign, transfer, convey, set over transfer and deliver to the Transferee, and the Transferee shall acquire, receive purchase and accept from the Transferor in exchange for the assumption of the liabilities specified in section 2 and the other consideration specified in section 3Transferor, all of the assets and rights of every nature, kind and description, tangible and intangible, wherever located, that are owned, used or held for use by the Transferor in or for the Business, as the same shall exist on the Closing Date (as defined in section 4) and in each case whether or not recorded on the books and records of the Company (collectively, the "Acquired Assets"), free and clear of any and all liens, charges, claims, pledges, security interests or other encumbrances ("Liens") except for the Liens listed on Schedule 5.12(a) (the "Permitted Liens"), including, without limitation, the following: (1) all cash, cash equivalents and marketable securities; (2) all accounts receivable, notes receivable, drafts or other similar instruments; (3) all inventory, including but not limited to finished goods, work in process, raw materials and supplies; (4) all prepaid expenses and deposits, other than as set forth in section 1.2; (5) all machinery, equipment, tools and dies, hand tools, vehicles, computers and other data processing hardware (and all software related thereto or used therewith) and other tangible personal property of similar nature, including but not limited to all items set forth on the Transferor's fixed asset ledger attached to this agreement Agreement on Schedule 5.12(b) (collectively, the "Machinery and Equipment"); (6) all office furniture, office equipment, fixtures and other tangible personal property of similar nature (collectively, the "Furniture and Fixtures"); (7) all interests to the extent owned by the Transferor in each and every any patent, copyright, trademark, trade name, brand name, service xxxx, service name, assumed name, logo, symbol, trade dress, design or representation or expression of any thereof, or registration or application for registration thereof, or any other invention, trade secret, technical information, know-how, proprietary right or intellectual property, technologytechnologies, methodmethods, designdesigns, drawingdrawings, software (including documentation and source code listings), process processes and other proprietary properties or information (collectively, the "Intellectual Property"); (8) all real property interests described in Schedule 5.10 (a) (including the Real Property (as defined in section 5.10(a)) together with all buildings, facilities and other improvements thereon and all licenses, leases, rights, privileges and appurtenances thereto including, without limitation, all leases, agreements and other rights to use, occupy or possess, or otherwise with respect to, real property or machinery, equipment, vehicles, and other tangible personal property of similar nature to which the Transferor is a party, and all rights arising under or pursuant to such leases, agreements and rights; (9) all Material Contracts listed on Schedule 5.13(a) and all other Contracts (as defined in section 5.4(a)), including all Contracts relating to the Business and including, without limitation, customer and supplier contracts, sales representative and distributor contracts and commission contracts with respect thereto not required to be listed on Schedule 5.13 (a) (collectively, the "Assigned Contracts"); (10) all customer and supplier lists, mailing lists, catalogs, brochures and handbooks relating to the Business; (11) all other books, records, files, contracts, plans, notebooks, production and sales data and other data of the Transferor relating to the Business, whether or not in tangible form or in the form of intangible computer storage media such as optical disks, magnetic disks, tapes and all similar storage media; (12) the name "Portlyn" and all variations thereof and all similar names and the goodwill associated therewith, together with all trademarks, service marks and trade names of the Transferor related to the Business, if any; (13) all rights related to any portion of the Business or the Acquired Assets, including third party warranties and guaranties and other similar contractual rights, as to third parties held by or in favor of the Transferor, and arising out of, resulting from or relating to the Business or the Acquired Assets; and (14) all rights to insurance and condemnation proceeds relating to any damage, destruction, taking or other similar impairment of any of the Acquired Assets.

Contribution and Exchange. Upon the terms and subject to the ------------------------- conditions ------------------------- contained in this agreement, at the Closing (as defined in section 4), the Transferor shall contribute, exchange, assign, transfer, convey, set over and deliver to the Transferee, and the Transferee shall acquire, receive and accept from the Transferor Transferor, in exchange for the assumption of the liabilities specified in section 2 and the other consideration specified in section 3, all of the assets and rights of every nature, kind and description, tangible and intangible, wherever locatedlocated and whether or not recorded on the books and records of the Transferor, that are owned, used or held for use by the Transferor in or for the Business, as the same shall exist on the Closing Date (as defined in section 4) and in each case whether or not recorded on the books and records of the Company (collectively, the "Acquired Assets"), free and clear of any and all liens, charges, claims, pledges, security interests interests, mortgages, easement, licenses or other encumbrances of any kind (collectively, "Liens") except for the Liens listed on Schedule 5.12(a) (the "Permitted Liens"), including, without limitation, the following: (1) all cash, cash equivalents and marketable securities; (2) all accounts receivable, notes receivable, drafts or other similar instruments; (3) all inventory, including but not limited to finished goods, work in process, raw materials and supplies; (43) all prepaid expenses and deposits, other than as set forth in section 1.2; (54) all machinery, equipment, tools and dies, hand tools, vehicles, computers and other data processing hardware (and all software related thereto or used therewith) and other tangible personal property of similar nature, including but not limited to all items set forth on the Transferor's fixed asset ledger attached to this agreement on Schedule 5.12(b) (collectively, the "Machinery and Equipment"); (65) all office furniture, office equipment, fixtures and other tangible personal property of similar nature (collectively, the "Furniture and Fixtures"); (76) all interests to the extent owned by the Transferor in each and every any patent, copyright, trademark, trade name, brand name, service xxxx, service name, assumed name, logo, symbol, trade dress, design or representation or expression of any thereof, or registration or application for registration thereof, or any other invention, trade secret, technical information, know-how, proprietary right or intellectual property, technologytechnologies, methodmethods, designdesigns, drawingdrawings, software (including documentation and source code listings), process processes and other proprietary properties or information (collectively, the "Intellectual Property"); (8) all 7) real property interests described in Schedule 5.10 (a) (including the Real Property (as defined in section 5.10(a)) together with all buildings, facilities and other improvements thereon and all licenses, leases, rights, privileges and appurtenances thereto including, without limitation, all leases, agreements and other rights to use, occupy or possess, or otherwise with respect to, real property or machinery, equipment, vehicles, and other tangible personal property of similar nature to which the Transferor is a party, and all rights arising under or pursuant to such leases, agreements and rights; (9) all Material Contracts listed on Schedule 5.13(a) and all other Contracts (as defined in section 5.4(a)), including all Contracts relating to the Business and including, without limitation, customer and supplier contracts, sales representative and distributor contracts and commission contracts with respect thereto not required to be listed on Schedule 5.13 (a) (collectively, the "Assigned Contracts"); (10) all customer and supplier lists, mailing lists, catalogs, brochures and handbooks relating to the Business; (11) all other books, records, files, contracts, plans, notebooks, production and sales data and other data of the Transferor relating to the Business, whether or not in tangible form or in the form of intangible computer storage media such as optical disks, magnetic disks, tapes and all similar storage media; (12) the name "Portlyn" and all variations thereof and all similar names and the goodwill associated therewith, together with all trademarks, service marks and trade names of the Transferor related to the Business, if any; (13) all rights related to any portion of the Business or the Acquired Assets, including third party warranties and guaranties and other similar contractual rights, as to third parties held by or in favor of the Transferor, and arising out of, resulting from or relating to the Business or the Acquired Assets; and (14) all rights to insurance and condemnation proceeds relating to any damage, destruction, taking or other similar impairment of any of the Acquired Assets.

Contribution and Exchange. Upon the terms and subject to the conditions ------------------------- contained in this agreementAgreement, at the Closing (as defined in section 4), the Transferor Seller shall contribute, exchange, assign, transfer, convey, set over transfer and deliver to the TransfereeBuyer, and the Transferee Buyer shall acquire, receive purchase and accept from the Transferor in exchange for the assumption of the liabilities specified in section 2 and the other consideration specified in section 3Seller, all of the assets and rights of every nature, kind and description, tangible and intangible, wherever located, that are owned, used or held for use by the Transferor Seller in or for the Business, as the same shall exist on the Closing Date (as defined in section 4) and in each case whether or not recorded on the books and records of the Company (collectively, the "Acquired Assets"), free and clear of any and all liens, charges, claims, pledges, security interests or other encumbrances ("Liens") ), except for the Liens listed set forth on Schedule 5.12(a) (the "Permitted Liens")1.1, including, without limitation, the following: (1) all cash, cash equivalents and marketable securities; (2) all accounts receivable, notes receivable, drafts or other similar instruments; (32) all inventory, including but not limited to finished goods, work in process, raw materials and supplies; (43) all prepaid expenses and deposits, other than as set forth in section 1.2; (54) all machinery, equipment, tools and dies, hand tools, vehicles, computers and other data processing hardware (and all software related thereto or used therewith) and other tangible personal property of similar nature, including but not limited to all items set forth on the TransferorSeller's fixed asset ledger attached to this agreement Agreement on Schedule 5.12(b) (collectively, the "Machinery and Equipment"); (65) all office furniture, office equipment, fixtures and other tangible personal property of similar nature (collectively, the "Furniture and Fixtures"); (76) all interests to the extent owned by the Seller in each and every any patent, copyright, trademark, trade name, brand name, service xxxx, service name, assumed name, logo, symbol, trade dress, design or representation or expression of any thereof, or registration or application for registration thereof, or any other invention, trade secret, technical information, know-how, proprietary right or intellectual property, technologytechnologies, methodmethods, designdesigns, drawingdrawings, software (including documentation and source code listings), process processes and other proprietary properties or information (collectively, the "Intellectual Property"); (8) all real property interests described in Schedule 5.10 (a7) (including the Real Property (as defined in section 5.10(a)) together with all buildings, facilities and other improvements thereon and all licenses, leases, rights, privileges and appurtenances thereto including, without limitation, all leases, agreements and other rights to use, occupy or possess, or otherwise otherwise, with respect to, real property or to machinery, equipment, vehicles, vehicles and other tangible personal property of similar nature to which the Transferor Seller is a party, and all rights arising under or pursuant to such leases, agreements and rights; (9) 8) to the extent not included above, and subject to section 1.3, all Material Contracts listed on Schedule 5.13(a) contracts, agreements, options, commitments, understandings, licenses, leases and all other Contracts (as defined in section 5.4(a)), including all Contracts instruments relating to the Business and including, without limitation, customer and supplier contracts, sales representative and distributor contracts and commission contracts with respect thereto not required to be thereto, and each of the Material Contracts as listed on Schedule 5.13 (a) 5.13 (collectively, the "Assigned Contracts"); (109) all customer and supplier lists, mailing lists, catalogs, brochures and handbooks relating to the Business; (1110) all other books, records, files, contracts, plans, notebooks, production and sales data and other data of the Transferor Seller relating to the Business, whether or not in tangible form or in the form of intangible computer storage media such as optical disks, magnetic disks, tapes and all similar storage media; (1211) the name "Portlyn" Kelco Industries and all variations thereof and all similar names and the goodwill associated therewith, together with all trademarks, service marks and trade names of the Transferor Seller related to the Business, if any; (1312) all rights related to any portion of the Business or the Acquired Assets, including third party warranties and guaranties guarantees and other similar contractual rights, as to third parties held by or in favor of the TransferorSeller, and arising out of, resulting from or relating to the Business or the Acquired Assets; and (1413) all rights to insurance and condemnation proceeds relating to any damage, destruction, taking or other similar impairment of any of the Acquired Assets.