Common use of Newsprint Assets Clause in Contracts

Newsprint Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Purchaser and Purchaser shall purchase from Seller, on a going concern basis, all of Seller’s right, title and interest, as at the Closing Time, in and to the assets of Seller, to the extent used in, held for use in, or necessary for the conduct of the Newsprint Business, whether tangible or intangible, real, personal or mixed (the “Newsprint Assets”) including all of Seller’s right, title and interest, as at the Closing Time, in and to the following (except, in each case to the extent otherwise provided in Section 1.3): 1.1.1 all accounts and other claims for money due to Seller or any of its Affiliates (other than Apache) related to the Newsprint Business (the “Snowflake Accounts Receivable”), except for trade receivables related to the sale of newsprint (“Trade Receivables”); 1.1.2 the inventory of finished goods (including goods in transit and goods on consignment), work in progress, raw materials, spare parts and supplies of Seller used or held for use in the Newsprint Business or that are included as an asset in the determination of Adjusted Closing Net Working Capital (the “Newsprint Inventory”); 1.1.3 the real property described on Schedule 1.1.3, together with Seller’s right, title and interest in and to all buildings, structures, fixtures and improvements thereon and all privileges, rights, easements and rights of way appurtenant thereto (the “Newsprint Owned Real Property”); 1.1.4 the real property leases listed on Schedule 1.1.4 pursuant to which Seller is the tenant (the “Newsprint Real Property Leases”); 1.1.5 the machinery, equipment, parts, furniture, fixtures, materials, supplies, tools, leasehold improvements, telephone systems, computer systems, motor vehicles and other tangible personal property that are owned by Seller, are located in or on the Real Property and are used in, held for use in, or necessary for the conduct of the Newsprint Business (the “Newsprint Owned Equipment”); 1.1.6 the equipment leases set forth on Schedule 1.1.6 (the “Newsprint Equipment Leases” and the equipment with respect thereto being the “Newsprint Leased Equipment”); 1.1.7 the intellectual property licenses set forth on Schedule 1.1.7 (the “Newsprint Intellectual Property Licenses” and the intellectual property licensed pursuant thereto being the “Newsprint Licensed Intellectual Property”); 1.1.8 all customer orders to the extent reasonably intended by Seller at the time of such order to be fulfilled from the Newsprint Business and to the extent not included in any Trade Receivable (the “Newsprint Customer Orders”); 1.1.9 all orders for supplies and services to the extent reasonably intended by Seller at the time of such order to be used in connection with the Newsprint Business (the “Newsprint Purchase Orders”); 1.1.10 (i) the Contracts set forth on Schedule 1.1.10 (subject to any limitations expressly set forth therein), (ii) all Material Contracts to the extent related to the Newsprint Business (subject to any limitations set forth on Schedule 3.13.1) and (iii) all Contracts to which Seller is a party that primarily relate to the Newsprint Business and that do not provide for the purchase or sale of significant products or services by any other business of Seller or any of its Affiliates; but in each case not including any Contract set forth on Schedule 1.3.

Newsprint Assets. Subject to and upon the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, transfer, assign and deliver to Purchaser and Purchaser shall purchase from Seller, on a going concern basis, all of Seller’s right, title and interest, as at the Closing Time, in and to the assets of Seller, to the extent used in, held for use in, or necessary for the conduct of the Newsprint Business, whether tangible or intangible, real, personal or mixed (the “Newsprint Assets”) including all of Seller’s right, title and interest, as at the Closing Time, in and to the following (except, in each case to the extent otherwise provided in Section 1.3): 1.1.1 all accounts and other claims for money due to Seller or any of its Affiliates (other than Apache) related to the Newsprint Business (the “Snowflake Accounts Receivable”), except for trade receivables related to the sale of newsprint (“Trade Receivables”); 1.1.2 the inventory of finished goods (including goods in transit and goods on consignment), work in progress, raw materials, spare parts and supplies of Seller used or held for use in the Newsprint Business or that are included as an asset in the determination of Adjusted Closing Net Working Capital (the “Newsprint Inventory”); 1.1.3 the real property described on Schedule 1.1.3, together with Seller’s right, title and interest in and to all buildings, structures, fixtures and improvements thereon and all privileges, rights, easements and rights of way appurtenant thereto (the “Newsprint Owned Real Property”); 1.1.4 the real property leases listed on Schedule 1.1.4 pursuant to which Seller is the tenant (the “Newsprint Real Property Leases”); 1.1.5 the machinery, equipment, parts, furniture, fixtures, materials, supplies, tools, leasehold improvements, telephone systems, computer systems, motor vehicles and other tangible personal property that are owned by Seller, are located in or on the Real Property and are used in, held for use in, or necessary for the conduct of the Newsprint Business (the “Newsprint Owned Equipment”); 1.1.6 the equipment leases set forth on Schedule 1.1.6 (the “Newsprint Equipment Leases” and the equipment with respect thereto being the “Newsprint Leased Equipment”); 1.1.7 the intellectual property licenses set forth on Schedule 1.1.7 (the “Newsprint Intellectual Property Licenses” and the intellectual property licensed pursuant thereto being the “Newsprint Licensed Intellectual Property”); 1.1.8 all customer orders to the extent reasonably intended by Seller at the time of such order to be fulfilled from the Newsprint Business and to the extent not included in any Trade Receivable (the “Newsprint Customer Orders”); 1.1.9 all orders for supplies and services to the extent reasonably intended by Seller at the time of such order to be used in connection with the Newsprint Business (the “Newsprint Purchase Orders”); 1.1.10 (i) the Contracts set forth on Schedule 1.1.10 (subject to any limitations expressly set forth therein), (ii) all Material Contracts to the extent related to the Newsprint Business (subject to any limitations set forth on Schedule 3.13.1) and (iii) all Contracts to which Seller is a party that primarily relate to the Newsprint Business and that do not provide for the purchase or sale of significant products or services by any other business of Seller or any of its Affiliates; but in each case not including any Contract set forth on Schedule 1.31.3.1.2 (the “Newsprint Business Contracts”); 1.1.11 all Permits relating to the Newsprint Business to the extent assignable (the “Newsprint Assigned Permits”); 1.1.12 Seller’s rights pursuant to the Operating and Management Agreement and the Stone Container Lease; 1.1.13 the Books and Records relating to the Newsprint Business or the Newsprint Employees (the “Newsprint Acquired Books and Records”), which Newsprint Acquired Books and Records shall consist of the original copies of Books and Records relating to the Newsprint Business; provided, that, Seller may maintain copies of such Newsprint Acquired Books and Records as it may require to comply with Contractual obligations and applicable laws, rules and regulations; 1.1.14 all rights to any insurance claims that relate to all property and casualty proceeds received or receivable in connection with the damage or destruction of any asset that would have been included in the Newsprint Assets but for such damage or destruction, except to the extent any such insurance claim is to reimburse or indemnify Seller or its Affiliates for costs incurred by Seller or its Affiliates in connection with the repair of such damage or destruction or the replacement of the damaged or destroyed asset (the “Newsprint Insurance Claims”); 1.1.15 any credits, prepaid expenses, deferred charges, advanced payments, prepaid items and claims for refunds or reimbursements against third parties (but excluding cash security or other deposits), in each case to the extent reflected as an asset in the determination of Adjusted Closing Net Working Capital (the “Newsprint Prepaid Items”); 1.1.16 any groundwater, surface and subsurface water rights related to the Newsprint Business, including any such rights appurtenant to or otherwise associated with the Owned Real Property and any water rights evidenced by certificates, permits, filings, registrations (including well registrations), statements, notices and claims (including Statements of Claimant filed in the Water Rights Litigation) on file with ADWR and appurtenant to or otherwise associated with the Owned Real Property, except to the extent any such claim, cause of action, defense and right of offset or counterclaims related to the period prior to the Closing Time (the “Newsprint Water Rights”); 1.1.17 subject to Section 1.3.1.4, all claims, causes of action, defenses and rights of offset or counterclaim (at any time or in any manner existing or arising, whether cxxxxx or inchoate, known or unknown, contingent or noncontingent), in each case against third parties, including under warranties, guarantees or indemnities to the extent related to the Businesses, the Newsprint Assets or Assumed Obligations, but excluding Seller’s claims, causes of action, defenses, and rights of offset or counterclaim to the extent of any Loss incurred by Seller that gave rise to such claims, causes of action, defenses and rights of offset or counterclaim; and 1.1.18 the goodwill associated with the Newsprint Business. For greater certainty, the Newsprint Assets do not include the Excluded Assets.