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

Purchase and Sale of Acquired Assets. 2.1.1. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, convey, assign, transfer and deliver to the Purchaser and/or one or more of Purchaser’s Subsidiaries (as determined by the Purchaser in its discretion), and in reliance on the accuracy of the representations and warranties and the performance of the agreements of the Sellers, the Purchaser and/or one or more of Purchaser’s Subsidiaries (as determined by the Purchaser in its discretion) shall purchase, acquire and accept from the Sellers, all of the Sellers’ rights, title and interest in and to the Acquired Assets, subject to adjustment under Section 2.9, free and clear of all Liens, other than Permitted Liens, and without any further liability or obligation of any kind, known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created that are not included in the Assumed Liabilities. In the event that any Acquired Assets are to be purchased by any Subsidiaries of Purchaser, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Purchaser under this Agreement to the extent and with respect to the Acquired Assets purchased by such Subsidiary. In the event that any Acquired Assets are owned or held by a Subsidiary of a Seller, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Seller under this Agreement to the extent and with respect to the Acquired Assets purchased from such Subsidiary. USDATA and the Purchaser shall cause their respective Subsidiaries to execute such separate instruments. In the event that the assignment, transfer, conveyance or delivery of any Acquired Asset to the Purchaser or any Subsidiary thereof involves or gives rise to any liability or obligation, other than such obligation or liability which is an Assumed Liability, then such liability or obligation shall be deemed to be an Excluded Liability as further described in Section 2.2., except that with respect to such liabilities or obligations arising from transfers or assignments occurring after the Closing Date, then such liabilities and obligations shall be shared between USDATA and the Purchaser on an equal basis, provided that the Purchaser’s aggregate liability for all such transfers and assignments together shall in no event exceed a total amount of $50,000 and any amount in excess of such $50,000 shall be borne and paid solely by USDATA and shall be deemed to be an Excluded Liability. 2.1.2. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Acquired Asset is prohibited by any applicable law or would require any Governmental Authority or third-party authorizations, approvals, consents, or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in Sections 5.8 and 5.10, the Sellers shall be deemed to hold the respective Acquired Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the Purchaser and shall manage such Acquired Asset solely in accordance with instructions of the Purchaser, and the parties shall use their respective reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent, or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of such Acquired Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of an Acquired Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the applicable Seller shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Acquired Asset to the Purchaser for no additional consideration. To the extent that any such Acquired Asset cannot be transferred or the full benefits of use of any such Acquired Asset cannot be provided to the Purchaser following the Closing, the Purchaser and the applicable Seller shall enter into such arrangements for no additional consideration from the Purchaser (including subleasing or subcontracting if permitted) to provide to the Purchaser the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the event that at the Closing the registration of any Transferred Intellectual Property in the name of the Purchaser at the relevant Governmental Authority was not yet completed and perfected then without limitation of any other rights of the Purchaser, to the extent necessary to grant to the Purchaser full and unrestricted use of such Transferred Intellectual Property, the Sellers hereby grant to the Purchaser, effective as of the Closing and subject to any Third Party Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto. In the event that any Asset was not duly transferred or assigned to the Purchaser or its Subsidiary at the Closing, and notwithstanding, the Closing was completed, then the Sellers shall, and shall cause their Subsidiaries to, take any action after the Closing, as reasonably requested by Purchaser, to allow Purchaser to enforce any rights or privileges of Sellers or such Subsidiaries under or with respect to such Assets, including pursuit of legal proceedings, solely for the benefit of and at the expense of Purchaser, and Sellers shall fully cooperate with Purchaser in order to allow Purchaser to achieve the desired result in this regard. 2.1.3. Notwithstanding anything herein to the contrary, from and after the Closing Date, the Sellers shall retain all of their right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to the Purchaser hereunder, all assets of the Sellers other than the Acquired Assets (the “Excluded Assets”). Without limiting the generality of the foregoing, the Excluded Assets include all right, title and interest of the Sellers and/or any of their Subsidiaries in (i) the shares and assets of eMake Corp., a Delaware corporation and all its Subsidiaries, (ii) the shares and assets of USDATA Foreign Sales Corp, a company incorporated in Barbados, (iii) the shares of any and all other Subsidiaries of USDATA, (iv) the Excluded Patents, solely to the extent set forth in Section 5.15 and subject to the patents license granted to Purchaser under Section 5.15, and (v) the Retained Cash.

Purchase and Sale of Acquired Assets. 2.1.1. On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, convey, assign, transfer and deliver to the Purchaser and/or one or more of Purchaser’s 's Subsidiaries (as determined by the Purchaser in its discretion), and in reliance on the accuracy of the representations and warranties and the performance of the agreements of the Sellers, the Purchaser and/or one or more of Purchaser’s 's Subsidiaries (as determined by the Purchaser in its discretion) shall purchase, acquire and accept from the Sellers, all of the Sellers’ ' rights, title and interest in and to the Acquired Assets, subject to adjustment under Section 2.9, free and clear of all Liens, other than Permitted Liens, and without any further liability or obligation of any kind, known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created that are not included in the Assumed Liabilities. In the event that any Acquired Assets are to be purchased by any Subsidiaries of Purchaser, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Purchaser under this Agreement to the extent and with respect to the Acquired Assets purchased by such Subsidiary. In the event that any Acquired Assets are owned or held by a Subsidiary of a Seller, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Seller under this Agreement to the extent and with respect to the Acquired Assets purchased from such Subsidiary. USDATA and the Purchaser shall cause their respective Subsidiaries to execute such separate instruments. In the event that the assignment, transfer, conveyance or delivery of any Acquired Asset to the Purchaser or any Subsidiary thereof involves or gives rise to any liability or obligation, other than such obligation or liability which is an Assumed Liability, then such liability or obligation shall be deemed to be an Excluded Liability as further described in Section 2.2., except that with respect to such liabilities or obligations arising from transfers or assignments occurring after the Closing Date, then such liabilities and obligations shall be shared between USDATA and the Purchaser on an equal basis, provided that the Purchaser’s 's aggregate liability for all such transfers and assignments together shall in no event exceed a total amount of $50,000 and any amount in excess of such $50,000 shall be borne and paid solely by USDATA and shall be deemed to be an Excluded Liability. 2.1.2. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Acquired Asset is prohibited by any applicable law or would require any Governmental Authority or third-party authorizations, approvals, consents, or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in Sections 5.8 and 5.10, the Sellers shall be deemed to hold the respective Acquired Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the Purchaser and shall manage such Acquired Asset solely in accordance with instructions of the Purchaser, and the parties shall use their respective reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent, or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of such Acquired Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of an Acquired Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the applicable Seller shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Acquired Asset to the Purchaser for no additional consideration. To the extent that any such Acquired Asset cannot be transferred or the full benefits of use of any such Acquired Asset cannot be provided to the Purchaser following the Closing, the Purchaser and the applicable Seller shall enter into such arrangements for no additional consideration from the Purchaser (including subleasing or subcontracting if permitted) to provide to the Purchaser the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the event that at the Closing the registration of any Transferred Intellectual Property in the name of the Purchaser at the relevant Governmental Authority was not yet completed and perfected then without limitation of any other rights of the Purchaser, to the extent necessary to grant to the Purchaser full and unrestricted use of such Transferred Intellectual Property, the Sellers hereby grant to the Purchaser, effective as of the Closing and subject to any Third Party Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto. In the event that any Asset was not duly transferred or assigned to the Purchaser or its Subsidiary at the Closing, and notwithstanding, the Closing was completed, then the Sellers shall, and shall cause their Subsidiaries to, take any action after the Closing, as reasonably requested by Purchaser, to allow Purchaser to enforce any rights or privileges of Sellers or such Subsidiaries under or with respect to such Assets, including pursuit of legal proceedings, solely for the benefit of and at the expense of Purchaser, and Sellers shall fully cooperate with Purchaser in order to allow Purchaser to achieve the desired result in this regard. 2.1.3. Notwithstanding anything herein to the contrary, from and after the Closing Date, the Sellers shall retain all of their right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer to the Purchaser hereunder, all assets of the Sellers other than the Acquired Assets (the “Excluded Assets”"EXCLUDED ASSETS"). Without limiting the generality of the foregoing, the Excluded Assets include all right, title and interest of the Sellers and/or any of their Subsidiaries in (i) the shares and assets of eMake Corp., a Delaware corporation and all its Subsidiaries, (ii) the shares and assets of USDATA Foreign Sales Corp, a company incorporated in Barbados, (iii) the shares of any and all other Subsidiaries of USDATA, (iv) the Excluded Patents, solely to the extent set forth in Section 5.15 and subject to the patents license granted to Purchaser under Section 5.15, and (v) the Retained Cash.

Purchase and Sale of Acquired Assets. 2.1.1. 2.1 On the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall sell, convey, assign, transfer and deliver to the Purchaser and/or one or more of Purchaser’s Subsidiaries (as determined by the Purchaser in its discretion), and in reliance on the accuracy of the representations and warranties and the performance of the agreements of the Sellers, the Purchaser and/or one or more of Purchaser’s Subsidiaries (as determined by the Purchaser in its discretion) shall purchase, acquire and accept from the Sellers, all of the Sellers’ rights, title and interest in and to the Acquired Assets, subject to adjustment under Section 2.9, free and clear of all Liens, other than Permitted Liens, and without any further liability or obligation of any kind, known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created that are not included in the Assumed Liabilities. In the event that any Acquired Assets are to be purchased by any Subsidiaries of Purchaser, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Purchaser under this Agreement to the extent and with respect to the Acquired Assets purchased by such Subsidiary. In the event that any Acquired Assets are owned or held by a Subsidiary of a Seller, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Seller under this Agreement to the extent and with respect to the Acquired Assets purchased from such Subsidiary. USDATA and the Purchaser shall cause their respective Subsidiaries to execute such separate instruments. In the event that the assignment, transfer, conveyance or delivery of any Acquired Asset to the Purchaser or any Subsidiary thereof involves or gives rise to any liability or obligation, other than such obligation or liability which is an Assumed Liability, then such liability or obligation shall be deemed to be an Excluded Liability as further described in Section 2.2., except that with respect to such liabilities or obligations arising from transfers or assignments occurring after the Closing Date, then such liabilities and obligations shall be shared between USDATA and the Purchaser on an equal basis, provided that the Purchaser’s aggregate liability for all such transfers and assignments together shall in no event exceed a total amount of $50,000 and any amount in excess of such $50,000 shall be borne and paid solely by USDATA and shall be deemed to be an Excluded Liability. 2.1.2. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Acquired Asset is prohibited by any applicable law or would require any Governmental Authority or third-party authorizations, approvals, consents, or waivers and such authorizations, approvals, consents or waivers shall not have been obtained prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closing, and without limiting the provisions set forth in Sections 5.8 and 5.10, the Sellers shall be deemed to hold the respective Acquired Asset and all rights and privileges with respect thereto as a trustee for the sole benefit of the Purchaser and shall manage such Acquired Asset solely in accordance with instructions of the Purchaser, and the parties shall use their respective reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent, or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of such Acquired Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of an Acquired Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the applicable Seller shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Acquired Asset to the Purchaser for no additional consideration. To the extent that any such Acquired Asset cannot be transferred or the full benefits of use of any such Acquired Asset cannot be provided to the Purchaser following the Closing, the Purchaser and the applicable Seller shall enter into such arrangements for no additional consideration from the Purchaser (including subleasing or subcontracting if permitted) to provide to the Purchaser the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the event that at the Closing the registration of any Transferred Intellectual Property in the name of the Purchaser at the relevant Governmental Authority was not yet completed and perfected then without limitation of any other rights of the Purchaser, to the extent necessary to grant to the Purchaser full and unrestricted use of such Transferred Intellectual Property, the Sellers hereby grant to the Purchaser, effective as of the Closing and subject to any Third Party Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto. In the event that any Asset was not duly transferred or assigned to the Purchaser or its Subsidiary at the Closing, and notwithstanding, the Closing was completed, then the Sellers shall, and shall cause their Subsidiaries to, take any action after the Closing, as reasonably requested by Purchaser, to allow Purchaser to enforce any rights or privileges of Sellers or such Subsidiaries under or with respect to such Assets, including pursuit of legal proceedings, solely for the benefit of and at the expense of Purchaser, and Sellers shall fully cooperate with Purchaser in order to allow Purchaser to achieve the desired result in this regard. 2.1.3. Notwithstanding anything herein to the contrary, from and after the Closing Date, the Sellers shall retain all of their right, title and interest in and toPurchaser will purchase from the Vendor, and there the Vendor will sell to the Purchaser, the Acquired Assets in consideration of the Acquired Assets Purchase Price. 2.2 The Purchaser will pay and satisfy the aggregate purchase price for the Acquired Assets of $6,000,000 (the "Acquired Assets Purchase Price") by issuing at the direction of the Vendor (such direction to be provided prior to closing) an aggregate 4,411,765 fully paid and non-assessable Purchaser Shares (the "Consideration Shares") at a deemed price per Consideration Share of $1.36 (the "Issue Price"). 2.3 The Consideration Shares will be issued in full at the direction of the Vendor (such direction to be provided prior to closing), only to such Persons where the issuance of such Consideration Shares shall be excluded exempt from the saleprospectus and registration requirements under Applicable Laws and will not require any filings with any Governmental Authorities outside of Canada. 2.4 The Parties acknowledge and agree that the Purchaser is issuing the Consideration Shares to the Vendor pursuant to Section 2.12 of National Instrument 45-106 and that the Consideration Shares will be subject to a restricted period of four months and one day from the Closing Date (the “Restricted Period”). 2.5 The Purchaser hereby covenants and agrees that if, conveyanceat any time prior to the earliest date upon which either the Vendor or the Purchaser is required to file a tax return pursuant to the Tax Act, assignment or the Vendor requires the Purchaser to do so by Notice, the Vendor and the Purchaser will jointly elect an amount under subsection 85(1) of the Tax Act (and any equivalent provincial provision, if applicable) in respect of the transfer of the Acquired Assets so that, subject to the provisions of subsection 85(1) of the Tax Act (and any equivalent provincial provision, if applicable), both the Vendor's proceeds of disposition and the cost to the Purchaser hereunder, all assets of the Sellers Acquired Assets will equal the Vendor's Cost Amount. 2.6 The Vendor and the Purchaser, acting reasonably and in good faith, have determined that the fair market value of Consideration Shares is equal to the product of the number of Consideration Shares multiplied by the Issue Price but if: (a) the Minister of National Revenue or any other competent taxing authority asserts, by assessment, reassessment or otherwise; or (b) the Vendor and the Purchaser determine as between themselves; that the fair market value of the Consideration Shares is less than or greater than the Acquired Assets Purchase Price, then the Acquired Assets Purchase Price will be increased or decreased to equal such amount as may be agreed to by the Minister of National Revenue (or other competent taxing authority) and the “Excluded Assets”). Without limiting Vendor and the generality Purchaser, or by the Vendor and the Purchaser as between themselves, to have been the fair market value of the foregoingConsideration Shares on the Closing Date and, in the Excluded Assets include absence of such agreement, such amount as may be determined by a competent tribunal having jurisdiction in the matter, after all rightappeal rights have been exhausted or all times for appeals have expired without appeals having been taken, title and interest to be the fair market value of the Sellers and/or any of their Subsidiaries in (i) the shares and assets of eMake Corp., a Delaware corporation and all its Subsidiaries, (ii) the shares and assets of USDATA Foreign Sales Corp, a company incorporated in Barbados, (iii) the shares of any and all other Subsidiaries of USDATA, (iv) the Excluded Patents, solely Consideration Shares. 2.7 All necessary adjustments made pursuant to Section 2.6 will be made retroactive to the extent set forth in Section 5.15 and subject to the patents license granted to Purchaser under Section 5.15, and (v) the Retained CashClosing Date.

Purchase and Sale of Acquired Assets. 2.1.1. On At the Closing and on the terms and subject to the conditions set forth in this Agreement, at the Closing, the Sellers shall Company agrees to sell, conveyor to cause the Selling Subsidiaries to sell (the Company and the Selling Subsidiaries being collectively referred to herein as the “Selling Companies”), assign, transfer and deliver to Buyer or such directly or indirectly wholly-owned Subsidiaries of Buyer as Buyer may designate in writing to the Purchaser and/or one Company prior to the Closing (Buyer and such designated directly or more of Purchaser’s indirectly wholly-owned Subsidiaries (being collectively referred to as determined by the Purchaser in its discretion“Purchasing Companies”), and in reliance on Buyer agrees to buy, or to cause the accuracy of the representations and warranties and the performance of the agreements of the Sellersother Purchasing Companies to buy, the Purchaser and/or one or more of Purchaser’s Subsidiaries (as determined by the Purchaser in its discretion) shall purchase, acquire and accept from the SellersSelling Companies, free and clear of all Encumbrances other than Permitted Encumbrances and Encumbrances listed on Schedule 3.7(c), all of the Sellers’ rightsright, title and interest in and to all of the assets of the Company or the Selling Subsidiary, as applicable, that are used exclusively in the Business as conducted on the date hereof (collectively, the “Acquired Assets”), subject as more specifically described below (but excluding the Excluded Assets):” 5. Section 2.9(b)(i)(D) of the Purchase Agreement is hereby amended and restated in full to adjustment under Section 2.9read as follows (with new text shown in bold and italics): “(D) a contribution of $1,755,000 to Buyer from Xxxxxxxx Xxxxx Client Sales, free and clear Inc., by wire transfer of all Liens, other than Permitted Liens, and without any further liability or obligation of any kind, known or unknown, contingent, matured or otherwise, whether currently existing or hereinafter created that are not included in the Assumed Liabilities. In the event that any Acquired Assets are to be purchased by any Subsidiaries of Purchaser, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Purchaser under this Agreement immediately available funds to the extent and with respect account designated by Buyer to the Acquired Assets purchased by such Subsidiary. In the event that any Acquired Assets are owned or held by a Subsidiary of a Seller, separate instruments of transfer shall be executed with such Subsidiaries and each such Subsidiary shall be deemed to be a Seller under this Agreement to the extent and with respect to the Acquired Assets purchased from such Subsidiary. USDATA and the Purchaser shall cause their respective Subsidiaries to execute such separate instruments. In the event that the assignment, transfer, conveyance or delivery of any Acquired Asset to the Purchaser or any Subsidiary thereof involves or gives rise to any liability or obligation, other Company no later than such obligation or liability which is an Assumed Liability, then such liability or obligation shall be deemed to be an Excluded Liability as further described in Section 2.2., except that with respect to such liabilities or obligations arising from transfers or assignments occurring after the Closing Date, then such liabilities and obligations shall be shared between USDATA and the Purchaser on an equal basis, provided that the Purchaser’s aggregate liability for all such transfers and assignments together shall in no event exceed a total amount of $50,000 and any amount in excess of such $50,000 shall be borne and paid solely by USDATA and shall be deemed to be an Excluded Liability. 2.1.2. Notwithstanding anything to the contrary contained in this Agreement, to the extent the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to the Purchaser of any Acquired Asset is prohibited by any applicable law or would require any Governmental Authority or third-party authorizations, approvals, consents, or waivers and such authorizations, approvals, consents or waivers shall not have been obtained three business days prior to the Closing Date, and the obtaining thereof is not a condition to the Closing, then following the Closingto acquire a 19.5% equity interest in Buyer, and without limiting the provisions set forth in Sections 5.8 and 5.10, the Sellers shall be deemed before giving effect to hold the respective Acquired Asset and all rights and privileges with respect thereto as a trustee for the sole benefit any grants of interest to certain employees of the Purchaser and shall manage such Acquired Asset solely Company in accordance connection with instructions of the Purchaser, and the parties shall use their respective reasonable best efforts, and cooperate with each other, to obtain promptly such authorizations, approvals, consents or waivers. Pending such authorization, approval, consent, or waiver, the parties shall cooperate with each other in any reasonable and lawful arrangements designed to provide to the Purchaser the benefits of use of such Acquired Asset. Once such authorization, approval, consent or waiver for the sale, assignment, transfer, conveyance or delivery of an Acquired Asset not sold, assigned, transferred, conveyed or delivered at the Closing is obtained, the applicable Seller shall promptly assign, transfer convey or deliver, or cause to be assigned, transferred, conveyed and delivered, such Acquired Asset to the Purchaser for no additional consideration. To the extent that any such Acquired Asset cannot be transferred or the full benefits of use of any such Acquired Asset cannot be provided to the Purchaser following the Closing, the Purchaser and the applicable Seller shall enter into such arrangements for no additional consideration from the Purchaser (including subleasing or subcontracting if permitted) to provide to the Purchaser the operational equivalent of obtaining such authorization, approval, consent or waiver. Without limitation of the foregoing, in the event that at the Closing the registration of any Transferred Intellectual Property in the name of the Purchaser at the relevant Governmental Authority was not yet completed and perfected then without limitation of any other rights of the Purchaser, to the extent necessary to grant to the Purchaser full and unrestricted use of such Transferred Intellectual Property, the Sellers hereby grant to the Purchaser, effective as of the Closing and subject to any Third Party Licenses, an irrevocable, perpetual, royalty free, fully paid, worldwide, unrestricted, exclusive license to make any use or exploitation with respect thereto. In the event that any Asset was not duly transferred or assigned to the Purchaser or its Subsidiary at the Closing, and notwithstanding, the Closing was completed, then the Sellers shall, and shall cause their Subsidiaries to, take any action after the Closing, as reasonably requested contemplated in the Buyer Operating Agreement;” 6. Section 2.9(b)(i)(E) of the Purchase Agreement is hereby amended and restated in full to read as follows (with new text shown in bold and italics): “(E) a contribution of $1,000,000 to Buyer from Xxxxxxxx Xxxxx Client Sales, Inc., by Purchaser, to allow Purchaser to enforce any rights or privileges wire transfer of Sellers or such Subsidiaries under or with respect to such Assets, including pursuit of legal proceedings, solely for the benefit of and at the expense of Purchaser, and Sellers shall fully cooperate with Purchaser in order to allow Purchaser to achieve the desired result in this regard. 2.1.3. Notwithstanding anything herein immediately available funds to the contrary, from and after the Closing Date, the Sellers shall retain all of their right, title and interest in and to, and there shall be excluded from the sale, conveyance, assignment or transfer account designated by Buyer to the Purchaser hereunder, all assets of the Sellers other Company no later than the Acquired Assets (the “Excluded Assets”). Without limiting the generality of the foregoing, the Excluded Assets include all right, title and interest of the Sellers and/or any of their Subsidiaries in (i) the shares and assets of eMake Corp., a Delaware corporation and all its Subsidiaries, (ii) the shares and assets of USDATA Foreign Sales Corp, a company incorporated in Barbados, (iii) the shares of any and all other Subsidiaries of USDATA, (iv) the Excluded Patents, solely three business days prior to the extent set forth Closing, constituting the FC Priority Contribution (as defined in Section 5.15 and subject to the patents license granted to Purchaser under Section 5.15, and (v) the Retained Cash.Buyer Operating Agreement);”