Inventory and Other Assets. All Inventory of the GM Business and the Company Business disposed of by Sellers prior to Closing in the Ordinary Course of Business, and not in violation of this Agreement.
Inventory and Other Assets. (i) All Inventory, products, rights, properties, assets and businesses of the Business transferred or disposed of by Sellers prior to Closing in the Ordinary Course of Business and not in violation of this Agreement; and (ii) all computer hardware, equipment, Software, Contracts, and other assets listed on Schedule 2.1.3.O.
Inventory and Other Assets. The inventory of Seller consists of current items of a quality and quantity that are usable or marketable in the ordinary course of the business of Seller and items not usable in the business of Seller have been written down in value in accordance with the normal business practice of Seller to estimated net realizable market values. With regard to such of the Assets listed on Schedule 1.1A that are software or software components of hardware (hereinafter called the "Software"), Seller is the owner of the Software free and clear of any liens, encumbrances, judgements, license agreements, user agreements, and rights of other persons not party to this Agreement. The Software has not been "published" (within the meaning of applicable copyright laws) and is confidential and proprietary to Seller. Seller has protected the Software as a trade secret and no disclosure of the Software has been made to any person in such a manner as would cause the Software to lose, reduce, or impair its status as trade secrets that are proprietary to Seller. To the extent that the Software, online access or Web site has been developed by any party to this Agreement, such parties acknowledge that such developed assets are currently owned by Seller, and such party disclaims any personal interest in such assets. Any of the Software developed by persons not parties to this Agreement has been fully paid for by Seller, and the developer or developers of such portion of the Software have no rights to or in any of the Software. Seller agrees to destroy all existing copies of the source code of the Software in their personal possession or control in whatever form it currently exists after delivering the Software to Buyer on the Closing Date pursuant to the provisions of this Agreement. Each person, partnership, association, trust, limited liability company, joint venture or governmental entity who have contributed to or participated in the conception and development of the Software on behalf of Seller either have been (i) employees of the Seller working within the scope of their employment at the time of such contribution or participation, or (ii) agents, consultants or contractors who have executed appropriate instruments of assignment in favor of Seller as assignee that have conveyed to Seller full, effective, and exclusive ownership of all tangible and intangible property thereby arising. The transactions contemplated herein will not cause a breach or default under any Contract relating ...
