Common use of Purchase and Sale of Acquired Assets Clause in Contracts

Purchase and Sale of Acquired Assets. The Seller shall cause the sale and transfer to the Buyer, and the Buyer shall purchase, at the Closing, subject to and upon the terms and conditions contained herein, free and clear of any Liens, all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”): (a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business (excluding any personal residences or personal property owned by the Member or the Seller’s employees and used in connection with the operation of the Business by the Seller (the “Seller’s Personal Property”), including, but not limited to, those fixed assets reflected on Schedule 2.1(a) (such Schedule 2.1(a) to include, to the extent applicable, the make, model, year and serial number of each piece of equipment listed thereon), but excluding any real property and improvements thereto owned by Seller and any leased assets which Buyer elects not to assume in writing; (b) all notes and accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller relating to the Business or arising from the operations of the Seller, excepting only the Excluded Accounts Receivable (the “Acquired Accounts Receivable”); (c) all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”); (d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”); (e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b); (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in and to the name “Vertical Pitch, LLC” or all of Seller’s right, title and interest in and to any other name which is derivative thereof or similar thereto and all tradenames or trade expressions utilized by Seller in the course of the operation of the Business; (i) all of Seller’s right, title and interest in and to the web site xxx.xxxxxxxxxxxxx.xxx, including any all computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property relating thereto or used in connection with the Business; (j) all of Seller’s right, title and interest in and to all telephone numbers used by Seller in the course of the Business and any and all right, title and interest of Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by Seller in the course of the Business, all as set out in Schedule 2.1(j); (k) all Contracts which are in effect on the Closing Date, excepting only the Excluded Contracts; (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating to the operation of the Business, to the extent transferable; (n) all of Seller’s catalogs, manuals, marketing materials and advertisements and promotional materials; (o) all other properties, assets of every nature, kind and description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Business, as the same may exist on the Closing Date except only for the Excluded Assets; and (p) all goodwill of the Seller relating to the Acquired Assets and the Business.

Purchase and Sale of Acquired Assets. The Seller shall cause the sale and transfer to the Buyer, and the Buyer shall purchase, at the Closing, subject to and upon the terms and conditions contained herein, free and clear of any LiensLiens (except for the Permitted Encumbrances), all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”): (a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business (excluding any personal residences or personal property owned by the Member or the Seller’s employees and used in connection with the operation of the Business by the Seller (the “Seller’s Personal Property”), including, but not limited to, those fixed assets as reflected on Schedule 2.1(a) (such Schedule 2.1(a) to include, to the extent applicable, the make, model, year and serial number of each piece of equipment listed thereon), but excluding any real property and improvements thereto owned by Seller and any leased assets which Buyer elects not to assume in writingassume; (b) all notes and accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller relating to the Business or arising from the operations of the Seller, excepting only the Excluded Accounts Receivable Seller (the “Acquired Accounts Receivable”); (c) all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”); (d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”); (e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b); (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in and to the name “Vertical PitchRanzal & Associates, LLC” Inc. or all of Seller’s right, title and interest in and to any other name which is derivative thereof or similar thereto and all tradenames or trade expressions utilized by Seller in the course of the operation of the BusinessBusiness (provided, however, that nothing herein shall prohibit the Stockholders from ordinary personal use of the name “Ranzal”); (i) all of Seller’s right, title and interest in and to the web site xxx.xxxxxxxxxxxxx.xxxxxx.xxxxxx.xxx, including any all computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property relating thereto or used in connection with the Business; provided, however, that if subsequent to the Closing, the Buyer voluntarily elects not to renew the registration of the web site xxx.xxxxxx.xxx, the Stockholders shall thereafter be entitled to use such web site for personal usage only, and not in connection with the operation of any business, regardless of the nature of the business; (j) all of Seller’s right, title and interest in and to all telephone numbers used by Seller in the course of the Business and any and all right, title and interest of Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by Seller in the course of the Business, all as set out in Schedule 2.1(j); (k) all Contracts which are in effect on the Closing Date, excepting only unless the Excluded ContractsBuyer shall notify Seller that it elects not to acquire or assume any Contracts (in which event such Contracts which Buyer has elected to exclude shall not be transferred to Buyer and shall be retained by Seller); (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating to the operation of the Business, to the extent transferable; (n) all of Seller’s catalogs, manuals, marketing materials and advertisements and promotional materials; (o) all other properties, assets of every nature, kind and description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Business, as the same may exist on the Closing Date except only for the Excluded Assets; and (p) all goodwill of the Seller relating to the Acquired Assets and the Business.

Purchase and Sale of Acquired Assets. The Seller shall cause (a) Upon the sale terms and transfer subject to the Buyerconditions of this Agreement, the Purchaser shall purchase from the Sellers, and the Buyer Sellers shall purchasegrant, at transfer, sell, convey, assign and deliver to the ClosingPurchaser, subject to and upon as a good faith purchaser for value within the terms and conditions contained hereinmeaning of Section 363(m) of the Bankruptcy Code, free and clear of any all Liens, all of the rightother than Permitted Liens, title and interest that the Seller possesses, in and to the following assets of the Sellers (collectively, the “Acquired Assets”"ACQUIRED ASSETS"): (ai) all fixed assetsraw materials, including vehicleswork-in process, machineryfinished goods, equipment supplies and furniture inventory of the Sellers (collectively, the "INVENTORY"), and all computer records and other personal property owned or used by the Seller in the operation of the Business (excluding any personal residences or personal property owned by the Member or the Seller’s employees and used in connection with the operation of the Business by the Seller (the “Seller’s Personal Property”), including, but not limited to, those fixed assets reflected on Schedule 2.1(a) (such Schedule 2.1(a) to include, records relating to the extent applicable, the make, model, year and serial number of each piece of equipment listed thereon), but excluding any real property and improvements thereto owned by Seller and any leased assets which Buyer elects not to assume in writingforegoing; (bii) all notes and (x) accounts receivable of the Sellers (billed subject to offsets and unbilledamounts owed to customers associated with such receivables, which shall be credited and applied by the Purchaser against such receivables) and (y) notes receivable (excluding those notes receivable set forth on Schedule 2.1(a)(ii)) with maturities of less than ninety (90) days of the Sellers (subject to offsets and amounts owed to customers associated with such notes, which shall be credited and applied by the Purchaser against such notes), retentions and miscellaneous receivables in each case less than ninety (90) days past due as of the Seller relating Closing Date (the validity or amount of which is not in dispute by the relevant obligor) (collectively, the "RECEIVABLES"), provided, that Receivables shall exclude the Assumed Intercompany Receivables; and provided further that once Purchaser receives (net of offsets and amounts owed to customers) Eight Million Two Hundred Thousand Dollars ($8,200,000) of proceeds from the collection of the Receivables and the sale of the Inventory, Purchaser shall assign to the Business or arising from the operations of the Seller, excepting only the Excluded Accounts Receivable Sellers a fifty percent (the “Acquired Accounts Receivable”); (c50%) interest in all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”); (d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”); (e) all of Seller’s rightits rights, title and interest in any other Receivables and to all customer purchase orders, customer accounts, customer contracts, bids Inventory (and other rights to provide services or materials to customers proceeds thereon) in excess of Seller, in existence as of the Closing Date; Eight Million Two Hundred Thousand Dollars (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b$8,200,000); (giii) all business files personal property and records of interests therein owned by the Seller relating to the Acquired Assets and/or the BusinessSellers, including, without limitation, vehicles, machinery, equipment, furniture, office equipment, tools and other tangible property, (collectively, the "EQUIPMENT"), and all sales order files, systems order files, purchase order files, customer lists and computer records and copies of all legal, accounting and tax other records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property relating foregoing. Notwithstanding any other provision in this Agreement to the Businesscontrary, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae the Purchaser shall remove or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in and to the name “Vertical Pitch, LLC” or all of Seller’s right, title and interest in and to any other name which is derivative thereof or similar thereto and all tradenames or trade expressions utilized by Seller in the course otherwise dispose of the operation Inventory and Equipment located at the Sellers' premises by the later of the Business; (ia) all of Seller’s right, title and interest in and to the web site xxx.xxxxxxxxxxxxx.xxx, including any all computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property relating thereto or used in connection with the Business; (j) all of Seller’s right, title and interest in and to all telephone numbers used by Seller in the course of the Business and any and all right, title and interest of Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by Seller in the course of the Business, all as set out in Schedule 2.1(j); (k) all Contracts which are in effect on the Closing Date, excepting only or (b) August 15, 2002 or (c) such later date determined by the Excluded Contracts; Bankruptcy Court as the deadline to assume or reject those leases of non-residential real property that are the subject of the Sellers' July 1, 2002 motion to extend time to assume or reject such leases (l) the "DETERMINATION DATE"). In the event that Purchaser has not removed or disposed of any Inventory or Equipment by the Determination Date then Purchaser shall deliver a written notice to Sellers specifying such Inventory and Equipment that has not been removed or disposed of, and execute all exclusive distribution rightssuch deeds, marketing rights bills of sale, enforcements, assignments and similar rights held by or granted other good and sufficient instruments of sale transfer, conveyance and assignment as shall be necessary to Seller transfer, convey and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating assign to the operation Sellers such remaining Inventory and Equipment and Sellers shall accept such assignment and conveyance of the Business, to the extent transferable; (n) all of Seller’s catalogs, manuals, marketing materials such remaining Inventory and advertisements and promotional materials; (o) all other properties, assets of every nature, kind and description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Business, as the same may exist on the Closing Date except only for the Excluded Assets; and (p) all goodwill of the Seller relating to the Acquired Assets and the BusinessEquipment.

Purchase and Sale of Acquired Assets. The Seller shall cause the sale and transfer to the Buyer, and the Buyer shall purchase, at the Closing, subject to and upon the terms and conditions contained herein, free and clear of any LiensLiens (except Permitted Encumbrances), all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”): (a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business (excluding any personal residences or personal property owned by the any Member or the Seller’s employees and used in connection with the operation of the Business by the Seller (the “Seller’s Personal Property”)), including, but not limited to, those fixed assets reflected on Schedule 2.1(a) (such Schedule 2.1(a) to include, to the extent applicable, the make, model, year and serial number of each piece of equipment listed thereon), but excluding any real property and improvements thereto owned by Seller and any leased assets under the Contracts which Buyer elects not to assume in writingassume; (b) all notes and accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller relating to the Business or arising from the operations of the Seller, excepting only the Excluded Accounts Receivable Seller (the “Acquired Accounts Receivable”); (c) all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”); (d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”); (e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b); (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in and to the name “Vertical PitchMeridian Consulting International, LLC” or all of Seller’s right, title and interest in and to any other name which is derivative thereof or similar thereto and all tradenames or trade expressions utilized by Seller in the course of the operation of the Business; (i) all of Seller’s right, title and interest in and to the web site xxx.xxxxxxxxxxxxx.xxxxxx.xxxxxxxxxxxxxxxxxxxxxx.xxx, including any all computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property relating thereto or used in connection with the Business; (j) all of Seller’s right, title and interest in and to all telephone numbers used by Seller in the course of the Business and any and all right, title and interest of Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by Seller in the course of the Business, all as set out in Schedule 2.1(j); (k) all Contracts which are in effect on the Closing Date, excepting only including, but not limited to, (i) all Contracts entered into by the Excluded ContractsSeller during the Interim Period, unless the Buyer shall notify Seller that it elects not to acquire or assume any Contracts (in which event such Contracts which Buyer has elected to exclude shall not be transferred to Buyer and shall be retained by Seller), (ii) the Office Lease, and (iii) the Equipment Lease; in each instance provided that any consent required in connection with the transfer of such Contract to Buyer is obtained prior to the Closing Date; (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating to the operation of the Business, to the extent transferable; (n) all of Seller’s catalogs, manuals, marketing materials and advertisements and promotional materials; (o) all other properties, assets of every nature, kind and description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Business, as the same may exist on the Closing Date except only for the Excluded Assets; (p) all of Seller’s right, title and interest in and to the equity securities of the Subsidiary; and (pq) all goodwill of the Seller relating to the Acquired Assets and the Business.

Purchase and Sale of Acquired Assets. The Seller shall cause Upon the sale terms and transfer subject to the conditions of this Agreement, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver to Buyer, and the Buyer shall purchase, at the Closing, subject to accept and upon the terms and conditions contained hereinacquire from Sellers, free and clear of any Liensand all Liens and Claims (other than Permitted Encumbrances), all of the Sellers' right, title and interest that as of the Seller possesses, Effective Time in and to the following properties and assets of Sellers (collectively, the “Acquired Assets”): (ax) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned that are used or used by the Seller in the operation of the Business (excluding any personal residences held for use solely or personal property owned by the Member or the Seller’s employees and used primarily in connection with the operation of the Business by the Seller (the “Seller’s Personal Property”), including, but not limited to, those fixed assets reflected on Schedule 2.1(a) (such Schedule 2.1(a) to include, to the extent applicable, the make, model, year and serial number of each piece of equipment listed thereon), but excluding any real property and improvements thereto owned by Seller and any leased assets which Buyer elects not to assume in writing; (b) all notes and accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller relating to the Business or arising from the operations of the Seller, excepting only the Excluded Accounts Receivable (the “Acquired Accounts Receivable”); (c) all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”); (d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”); (e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b); (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in and to the name “Vertical Pitch, LLC” or all of Seller’s right, title and interest in and to any other name which is derivative thereof or similar thereto and all tradenames or trade expressions utilized by Seller in the course of the operation of the Business; (i) all of Seller’s right, title and interest in and to the web site xxx.xxxxxxxxxxxxx.xxx, including any all computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property relating thereto or used in connection with the Business; (j) all of Seller’s right, title and interest in and to all telephone numbers used by Seller in the course of the Business and any and all right, title and interest of Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by Seller in the course conduct of the Business, all as set out in Schedule 2.1(j); (k) all Contracts which are in effect on the Closing Date, excepting only the Excluded Contracts; (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating to the operation of the Business, to the extent transferable; (n) all of Seller’s catalogs, manuals, marketing materials and advertisements and promotional materials; (o) all other properties, assets of every kind, nature, kind character and description, tangible or intangible, personal or mixed, whether accrued, contingent or otherwise, wherever located, (y) that are reflected on the October Balance Sheet (the "OCTOBER BALANCE SHEET ASSETS"), or that are fully depreciated and, but for such depreciation, properly would be included as October Balance Sheet Assets and (z) that were acquired by Sellers for the Business after October 31, 2001 (but in all cases excluding the Excluded Assets and any inventory sold, retired or otherwise disposed of by Sellers subsequent to October 31, 2001 in the Ordinary Course of Business) (collectively, the "ACQUIRED ASSETS"), in each case, as follows: (i) all deposits, withholdings, prepayments, prepaid expenses, credits and refunds of Sellers or their Affiliates that relate solely or primarily to the conduct of the Business, including the items listed in Schedule 2(a)(i). (ii) (a) all Accounts Receivable of the Business (including, without limitation, such unbilled Accounts Receivable and Accounts Receivable collected since the date of the October Balance Sheet) set forth on the face of the October Balance Sheet that are listed on Schedule 2(a)(ii), (b) all additional Accounts Receivable related solely or primarily to the Business as of the Effective Time, and (c) all notes, bonds and other evidences of indebtedness and rights to receive payments that arise out of sales occurring in the conduct of the Business, which are listed in Schedule 2(a)(ii), including any rights of Sellers with respect to any third party collection procedures or any other Claims or causes of action, which have been commenced in connection therewith; (iii) all video equipment, automobiles, tools, parts and other tangible personal property (including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person) that are used or held for use solely or primarily in connection with the conduct of the Business, including the items listed in Schedule 2(a)(iii); (iv) all Inventories held by Sellers, Inventories previously purchased and in transit to Sellers and all Inventories located on customer's premises on consignment, in each case, which are used or held for use solely or primarily in connection with the conduct of the Business (including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person), which are listed in Schedule 2(a)(iv) or obtained since October 31, 2001; (a) all of the Acquired Contracts that are listed in Schedule 2(a)(v) (the "ACQUIRED CONTRACTS") and (b) with respect to such Acquired Contracts which are not freely assignable to the Buyer, the right to subcontract (from Sellers or their Affiliates) or otherwise obtain the economic benefit therefrom with respect to Acquired Contracts, including, without limitation, any right (A) to receive payment for products sold or services rendered and (B) to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such contracts, arrangements, licenses, and other agreements; (vi) all Real Property Leases or subleases and all Personal Property Leases or subleases described in Schedules 2(a)(vi)(A) and 2(a)(vi)(B), respectively, as to which Seller is the lessor or sublessor (the "ACQUIRED LEASES"), together with any options to purchase the underlying property; (vii) all Intellectual Property of Sellers that is used or held for use in connection with the conduct of the Business, as which is listed in Schedule 2(a)(vii), and except to the same may exist on extent that it is employed solely or primarily in connection with Excluded Assets, the Closing Date goodwill and contact telephone numbers associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringement thereto and rights to protection of interest therein under the laws of all jurisdictions, including any Intellectual Property arising after the date hereof; (viii) all books, records, manuals and other materials (in any form or medium) of Sellers which relate solely or primarily to the conduct of the Business, including advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records (subject to any necessary employee consents), manufacturing and quality control records and procedures, blueprints, research and development files, records, data books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files; (ix) to the extent their transfer is permitted by law, all Governmental Permits of Sellers which relate to the conduct of the Business, including all applications therefor; (x) all manufacturer warranties and similar rights, express or implied, in favor of Sellers with respect to any Acquired Asset; (xi) all of the goodwill and going concern value and the business appurtenant thereto that relate solely or primarily to the conduct of the Business; and (xii) (a) all of the customer network contracts which relate to the point-to-point, private line services specifically related to the circuits that are listed in Schedule 2(a)(xii), (b) all relationships, goodwill and records associated with the specific circuits that are listed in Schedule 2(a)(xii), and (c) all right, interest and title for any of Sellers' equipment that is used at such customers' premises and that is related solely to the specific circuits that are listed in Schedule 2(a)(xii) (collectively, the "VIDEO NETWORK SERVICES"). The intention of the Parties is to include within the definition of Acquired Assets all of the assets of Sellers, except only for the Excluded Assets; and , that are (px) all goodwill that are used or held for use solely or primarily in connection with the conduct of the Seller relating to Business, or (y) necessary for the operation of the Business as it currently is being conducted on the date hereof. Each such asset that is not listed in a schedule specified in this Section 2(a) or described in this Section 2(a) but should constitute an Acquired Assets and Asset in accordance with the Businessintention of the Parties shall constitute an Acquired Asset.