Common use of Contribution of Transferred Assets Clause in Contracts

Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall, jointly and severally, contribute, sell, transfer, convey, assign and deliver to the Acquiror, and the Acquiror shall purchase, accept and acquire from the Transferor Parties, free and clear of any Liens, all of the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”): (a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a); (b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b); (c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if the Acquiror elects on or after the Closing not to accept a contract for which a Required Consent is necessary or which Parent is still reviewing as identified on Schedule 2.1(c); (d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offers, if any, from Parent or any of its Affiliates as of the Closing); (e) all websites, URLs, Domain Names and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets; (f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property set forth therein which are not otherwise part of the Transferred Assets; (g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets or the Assumed Liabilities and not otherwise provided pursuant to this clause (g); (h) without limiting anything set forth in clause (g) of this Section 2.1, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation; (i) all Governmental Authorizations of all Governmental Authorities necessary for the operation of the Transferred Assets and the Business set forth on Schedule 2.1(i); (j) all rights relating to deposits, advances, loan repayments, return of investments, prepaid expenses and other upfront payments, claims for refunds and rights of offset (other than refunds of Tax Liabilities relating to Tax periods (or portions thereof) ending on or prior to the Closing Date) that are not excluded under Section 2.3(c) related to the Transferred Assets or the Assumed Liabilities; (k) all rights to insurance proceeds to the extent such rights arise from or are related to any casualty or Liability affecting the Transferred Assets or the Assumed Liabilities; (l) all legal and equitable privileges, rights and claims against any third parties, and all choses in action relating to the Transferred Assets, the Business or the Assumed Liabilities; (m) all goodwill of the Business; (n) all Receivables; and (o) all of the Transferor Parties’ right, title and interest in and to the corporate name “Totem Onelove Group Pty Ltd” and any other corporate and/or business names formerly used in connection with the Business. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets unless Parent expressly assumes that Liability pursuant to Section 2.2.

Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall, jointly and severally, shall contribute, sell, transfer, convey, assign and deliver to the Acquiror, and the Acquiror shall purchase, accept and acquire from the Transferor Parties, free and clear of any Liens, all of the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”): (a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a); (b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b); (c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if the Acquiror elects on or after the Closing not to accept a contract for which a Required Consent is necessary or which Parent is still reviewing as identified on Schedule 2.1(c); (d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offers, if any, from Parent SFX or any of its Affiliates as of the Closing); (e) all websites, URLs, Domain Names and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets; (f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property trademarks set forth therein which are not otherwise part of the Transferred Assets; (g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets or of the Assumed Liabilities and not otherwise provided pursuant to this clause (g); (h) without limiting anything set forth in clause (g) of this Section 2.1, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation; (i) all Governmental Authorizations of all Governmental Authorities necessary for the operation of the Transferred Assets and the Business set forth on Schedule 2.1(i); (j) all rights relating to deposits, advances, loan repayments, return of investments, prepaid expenses and other upfront payments, claims for refunds and rights of offset (other than refunds of Tax Liabilities relating to Tax periods (or portions thereof) ending on or prior to the Closing Date) that are not excluded under Section 2.3(c) related to the Transferred Assets or the Assumed Liabilitiesoffset; (k) all rights to insurance proceeds to the extent such rights arise from or are related to any casualty or Liability affecting the Transferred Assets or the Assumed Liabilities; (l) all legal and equitable privileges, rights and claims against any third parties, and all choses in action relating to the Transferred Assets, the Business or the Assumed Liabilities; (m) all goodwill of the Business; (n) all ReceivablesReceivables of Transferor; and (o) all of the Transferor Parties’ Transferor’s right, title and interest in and to the corporate name names “Totem Onelove Group Pty LtdAdvanced Concert Productions, LLC” and any other corporate and/or business names name formerly used in connection with the Business. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets unless Parent SFX expressly assumes that Liability pursuant to Section 2.2.

Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall, jointly and severally, shall contribute, sell, transfer, convey, assign and deliver to the Acquiror, and the Acquiror shall purchase, accept and acquire from the Transferor Parties, free and clear of any Liens, all of the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”): (a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a); (b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b); (c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if the Acquiror SFX elects on or after the Closing not to accept a contract for which a Required Consent is necessary or which Parent is still reviewing as identified on Schedule 2.1(c)necessary; (d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offers, if any, from Parent SFX or any of its Affiliates as of the Closing); (e) all websites, URLs, Domain Names and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets; (f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property set forth therein which are not otherwise part of the Transferred Assets; (g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets or the Assumed Liabilities and not otherwise provided pursuant to this clause (g); (h) without limiting anything set forth in clause (g) of this Section 2.1, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation; (i) all Governmental Authorizations of all Governmental Authorities necessary for the operation of the Transferred Assets and the Business set forth on Schedule 2.1(i); (j) all rights relating to deposits, advances, loan repayments, return of investments, prepaid expenses and other upfront payments, claims for refunds and rights of offset (other than refunds of Tax Liabilities relating to Tax periods (or portions thereof) ending on or prior to the Closing Date) that are not excluded under Section 2.3(c) related to the Transferred Assets or the Assumed Liabilities; (k) all rights to insurance proceeds to the extent such rights arise from or are related to any casualty or Liability affecting the Transferred Assets or the Assumed Liabilities; (l) all legal and equitable privileges, rights and claims against any third parties, and all choses in action relating to the Transferred Assets, the Business or the Assumed Liabilities; (m) all goodwill of the Business; (n) all Receivables; and; (o) all of the rights, title and interest of the Transferor Parties’ Parties in and to festivals and shows, whether through partnership agreements, profit sharing agreements, or otherwise, including those set forth on Schedule 2.1(o); (p) all of Transferor’s right, title and interest in and to the corporate name “Totem Onelove Group Pty LtdDisco Productions, Inc.” and any other corporate and/or business names name formerly used in connection with the Business. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets unless Parent SFX expressly assumes that Liability pursuant to Section 2.2.

Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall, jointly and severally, shall contribute, sell, transfer, convey, assign and deliver to the Acquiror, and the Acquiror shall purchase, accept and acquire from the Transferor Parties, free and clear of any Liens, all of the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”): (a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a); (b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b); (c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if the Acquiror elects on or after the Closing not to accept a contract for which a Required Consent is necessary or which Parent is still reviewing as identified on Schedule 2.1(c); (d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offers, if any, from Parent SFX or any of its Affiliates as of the Closing); (e) all websites, URLs, Domain Names and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets; (f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property trademarks set forth therein which are not otherwise part of the Transferred Assets; (g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets or of the Assumed Liabilities and not otherwise provided pursuant to this clause (g); (h) without limiting anything set forth in clause (g) of this Section 2.1, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation; (i) all Governmental Authorizations of all Governmental Authorities necessary for the operation of the Transferred Assets and the Business set forth on Schedule 2.1(i); (j) all rights relating to deposits, advances, loan repayments, return of investments, prepaid expenses and other upfront payments, claims for refunds and rights of offset (other than refunds of Tax Liabilities relating to Tax periods (or portions thereof) ending on or prior to the Closing Date) that are not excluded under Section 2.3(c) related to the Transferred Assets or the Assumed Liabilitiesoffset; (k) all rights to insurance proceeds to the extent such rights arise from or are related to any casualty or Liability affecting the Transferred Assets or the Assumed Liabilities; (l) all legal and equitable privileges, rights and claims against any third parties, and all choses in action relating to the Transferred Assets, the Business or the Assumed Liabilities; (m) all goodwill of the Business; (n) all Receivables; and (on) all of the Transferor Parties’ right, title and interest in and to the corporate name names “Totem Onelove Group Pty LtdDayglow LLC,” “Committee Entertainment, LLC” and any other corporate and/or business names name formerly used in connection with the Business. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets unless Parent SFX expressly assumes that Liability pursuant to Section 2.2.

Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement(a) Compuware hereby contributes, at the Closingtransfers, the Transferor Parties shallassigns, jointly and severally, contribute, sell, transfer, convey, assign and deliver to the Acquirorconveys, and the Acquiror shall purchasedelivers to Covisint and its successors and assigns, accept for its and acquire from the Transferor Parties, free their own use and clear of any Liensbehalf, all of the assets constituting the BusinessCompuware’s right, including without limitationtitle, and interest in and to the following propertiesassets and all goodwill associated therewith, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding other than the Excluded Assets (the “Transferred Assets”): (a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a); (b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b); (c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if and Covisint hereby accepts the Acquiror elects on or after the Closing not to accept a contract for which a Required Consent is necessary or which Parent is still reviewing as identified on Schedule 2.1(c); (d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offerscontribution, if anytransfer, from Parent or any of its Affiliates as of the Closing); (e) all websitesassignment, URLs, Domain Names conveyance and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets; (f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property set forth therein which are not otherwise part of the Transferred Assets; (g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets or the Assumed Liabilities and not otherwise provided pursuant to this clause (g); (h) without limiting anything set forth in clause (g) of this Section 2.1, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation; (i) all Governmental Authorizations of all Governmental Authorities necessary for the operation delivery of the Transferred Assets and agrees to fully and entirely stand in the Business set forth place of Compuware in all matters related thereto: (i) the Assigned Contracts listed on Schedule 2.1(i)2.1(a)(i) of this Agreement; (jii) the Transferred Intellectual Property listed on Schedule 2.1(a)(ii)(A) and Schedule 2.1(a)(ii)(B) of this Agreement; (iii) all rights relating to deposits, advances, loan repayments, return of investments, prepaid expenses (A) accounting and other upfront paymentsbooks and records, claims for refunds (B) correspondence, (C) reports, and rights (D) documents and other business records and files, in each case to the extent related exclusively to the Covisint Business at the Effective Time; (iv) the hardware and equipment listed on Schedule 2.1(a)(iv) of offset this Agreement; (v) all assets associated with the liabilities and obligations assumed by Covisint under the Compuware Corporation Amended and Restated 2007 Long-Term Incentive Plan as more fully described in the Employee Benefits Agreement; (vi) all other than refunds assets of Tax Liabilities relating to Tax periods (or portions thereof) ending on or the Covisint Business operated by Compuware immediately prior to the Closing Effective Date) that are not excluded under Section 2.3(c) related to , as reflected on the Transferred Assets or the Assumed Liabilities; (k) all rights to insurance proceeds to the extent such rights arise from or are related to any casualty or Liability affecting the Transferred Assets or the Assumed Liabilities; (l) all legal and equitable privileges, rights and claims against any third parties, and all choses in action relating to the Transferred Assets, the Business or the Assumed Liabilities; (m) all goodwill balance sheet of the Business; (n) all ReceivablesCovisint Business as of December 31, 2012; and (ovii) all goodwill associated with any of the Transferor Parties’ rightassets described in the foregoing clauses. For purposes of clarity, title the Transferred Assets only include such assets as are owned by Compuware and interest do not include any assets that are owned by any Compuware Entity that is organized in and a foreign jurisdiction. (b) Notwithstanding anything to the corporate name contrary contained in Section 2.1 or elsewhere in this Agreement, the following properties, assets and rights of Compuware (collectively, the “Totem Onelove Group Pty LtdExcluded Assets”) are excluded from the Transferred Assets: (i) the names and marks “Compuware” and any other corporate and/or business names formerly used variants and derivations thereof; (ii) all items listed in connection with Schedule 2.1(b)(ii) of this Agreement; (iii) Compuware’s rights under this Agreement; and (iv) Compuware’s rights under any Contracts not included in the Business. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets unless Parent expressly assumes that Liability pursuant to Section 2.2Assumed Liabilities.

Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall, jointly and severally, shall contribute, sell, transfer, convey, assign and deliver to the Acquiror, and the Acquiror shall purchase, accept and acquire from the Transferor Parties, free and clear of any Liens, all of the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”): (a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a); (b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b); (c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if the Acquiror elects on or after the Closing not to accept a contract for which a Required Consent is necessary or which Parent is still reviewing as identified on Schedule 2.1(c); (d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offers, if any, from Parent or any of its Affiliates as of the Closing); (e) all websites, URLs, Domain Names and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, xxx.xxxxx-xx.xxx and the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets; (f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property trademarks set forth therein which are not otherwise part of the Transferred Assets; (g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets or of the Assumed Liabilities and not otherwise provided pursuant to this clause (g); (h) without limiting anything set forth in clause (g) of this Section 2.1, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation; (i) all Governmental Authorizations of all Governmental Authorities necessary for the operation of the Transferred Assets and the Business set forth on Schedule 2.1(i); (j) all rights relating to deposits, advances, loan repayments, return of investments, prepaid expenses and other upfront payments, claims for refunds and rights of offset (other than refunds of Tax Liabilities relating to Tax periods (or portions thereof) ending on or prior to the Closing Date) that are not excluded under Section 2.3(c) related to the Transferred Assets or the Assumed Liabilities); (k) all rights to insurance proceeds to the extent such rights arise from or are related to any casualty or Liability affecting the Transferred Assets or the Assumed Liabilities; (l) all legal and equitable privileges, rights and claims against any third parties, and all choses in action relating to the Transferred Assets, the Business or the Assumed Liabilities; (m) all goodwill of the Business; (n) all ReceivablesReceivables of each Transferor; and (o) all of the Transferor Parties’ right, title and interest in and to the corporate name names “Totem Onelove Group Pty LtdNightlife Holdings LLC,” “MMG Nightlife LLC,” “Punta Cana Venue LLC,” “US Nightlife Management LLC” and any other corporate and/or business names name formerly used in connection with the Business. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets unless Parent expressly assumes that Liability pursuant to Section 2.2.

Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall, jointly and severally, shall contribute, sell, transfer, convey, assign and deliver to the AcquirorAcquiror and/or one or more of its Designated Affiliates, and the Acquiror shall and/or or shall cause one or more of its Designated Affiliates to purchase, accept and acquire from the each Transferor PartiesParty, free and clear of any Liens, all of such Transferor Party’s right, title and interest in and to the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”): (a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a); (b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b); (c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if the Acquiror elects on or after the Closing not to accept a contract for which a Required Lease Consent is necessary or if the Lease Consent for any such Transferred Contract is not obtained subsequent to Closing, in which Parent is still reviewing event, in lieu of transferring said Transferred Contract, the Parties shall enter into a seconding arrangement with respect thereto as identified on Schedule 2.1(c)contemplated and set forth pursuant to Section 5.5 hereof; (d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offers, if any, from Parent or any of its Affiliates as of the Closing); (e) all websites, URLs, Domain Names and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets; (f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property set forth therein which are not otherwise part of the Transferred Assets; (g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets or of the Assumed Liabilities and not otherwise provided pursuant to this clause (g); (h) without limiting anything set forth in clause (g) of this Section 2.1, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation; (i) all Governmental Authorizations of all Governmental Authorities necessary for the operation of the Transferred Assets and the Business set forth on Schedule 2.1(i); (j) all rights relating to deposits, advances, loan repayments, return of investments, prepaid expenses and other upfront payments, claims for refunds and rights of offset (other than refunds of Tax Liabilities relating to Tax periods (or portions thereof) ending on or prior to the Closing Date) that are not excluded under Section 2.3(c) related to the Transferred Assets or the Assumed Liabilities; (k) all rights to insurance proceeds to the extent such rights arise from or are related to any casualty or Liability affecting the Transferred Assets or the Assumed Liabilities; (lk) all legal and equitable privileges, rights and claims against any third parties, including without limitation, against Xxxxxxxx and his Affiliates, and all choses in action relating to the Transferred Assets, the Business or the Assumed Liabilities; (ml) all goodwill of the Business; (nm) all Receivablesof the Company Interests; and (on) all of the Transferor Parties’ right, title and interest in and to the corporate name names “Totem Onelove Group Pty LtdReact”, “React Presents”, “Clubtix” and any other corporate and/or business names name currently or formerly used in connection with the Business. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets unless Parent Acquiror expressly assumes that Liability pursuant to Section 2.2.

Contribution of Transferred Assets. On the terms and subject to the conditions of this Agreement, at the Closing, the Transferor Parties shall, jointly and severally, shall contribute, sell, transfer, convey, assign and deliver to the AcquirorAcquiror and/or one or more of its Designated Affiliates, and the Acquiror shall and/or or shall cause one or more of its Designated Affiliates to purchase, accept and acquire from the each Transferor PartiesParty, free and clear of any Liens, all of such Transferor Party’s right, title and interest in and to the assets constituting the Business, including without limitation, the following properties, assets, rights and claims, whether tangible or intangible, including goodwill and going concern value but excluding the Excluded Assets (the “Transferred Assets”): (a) all of the Transferor IP and IT Assets, including, without limitation, the Transferor IP identified on Schedule 2.1(a); (b) all of the Equipment, including, without limitation, the assets identified on Schedule 2.1(b); (c) all of the Contracts identified on Schedule 2.1(c) (the “Transferred Contracts”), except that Transferred Contracts shall not include any contract if the Acquiror elects on or after the Closing not to accept a contract for which a Required Consent is necessary if Parent elects in writing at or which Parent is still reviewing as identified on Schedule 2.1(c)prior to the Closing not to accept said Transferred Contract; (d) all of the Employee Assets which are listed on Schedule 2.1(d) (as it may be adjusted at Closing to reflect the Designated Employees who have accepted employment offers, if any, from Parent or any of its Affiliates as of the Closing); (e) all websites, URLs, Domain Names and webpages used, held for use or under development in connection with the Business, whether or not registered, including without limitation, the other Domain Names identified on Schedule 2.1(e), together with all Intellectual Property associated therewith other than trademarks set forth therein which are not otherwise part of the Transferred Assets; (f) all advertising, marketing and sales materials developed for, or used in connection with, the Business together with all Intellectual Property embodied therein other than Intellectual Property set forth therein which are not otherwise part of the Transferred Assets; (g) all files, invoices, customer lists, records pertaining to customers and end-users (present, past and potential), all supplier lists and records pertaining to suppliers, books of account, files and ledgers, and other records to the extent solely and specifically for the Transferred Assets or the Assumed Liabilities and copies of the Tax books and records (redacted to exclude information not relating to the Transferred Assets or the Assumed Liabilities) relating to the Transferred Assets or of the Assumed Liabilities and not otherwise provided pursuant to this clause (g); (h) without limiting anything set forth in clause (g) of this Section 2.1, electronic media including complete and accurate copies of all Intellectual Property Embodiments and Documentation; (i) all Governmental Authorizations of all Governmental Authorities necessary for the operation of the Transferred Assets and the Business set forth on Schedule 2.1(i); (j) all rights relating to deposits, advances, loan repayments, return of investments, prepaid expenses and other upfront payments, claims for refunds and rights of offset (other than refunds of Tax Liabilities relating to Tax periods (or portions thereof) ending on or prior to the Closing Date) that are not excluded under Section 2.3(c) related to the Transferred Assets or the Assumed Liabilities; (k) all rights to insurance proceeds to the extent such rights arise from or are related to any casualty or Liability affecting the Transferred Assets or the Assumed Liabilities; (lk) all legal and equitable privileges, rights and claims against any third parties, and all choses in action relating to the Transferred Assets, the Business or the Assumed Liabilities; (ml) all goodwill of the Business; (n) all Receivables; and (om) all of the Transferor Parties’ right, title and interest in and to the corporate name “Totem Onelove Group Pty LtdWest Loop” and any other corporate and/or business names name currently or formerly used in connection with the Business. Notwithstanding the foregoing, the transfer of the Transferred Assets pursuant to this Agreement does not include the assumption of any Liability related to the Transferred Assets unless Parent Acquiror expressly assumes that Liability pursuant to Section 2.2.