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

Purchase and Sale of Acquired Assets. At the Closing and on the terms and subject to the conditions set forth in this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, free and clear of all Encumbrances except as set forth in the applicable portions of the Disclosure Schedule, all right, title and interest in and to all of the assets of Seller that relate to, have been developed for use in connection with, arise from the conduct of, are used or held for use in connection with or are necessary for the conduct of the Business as conducted by the Companies (the “Acquired Assets”), including the following: (a) all of the issued and outstanding capital stock or shares in the capital of each of the Acquired Companies (the “Acquired Shares”); (b) all rights of Seller in and to machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind used in the Business by Seller or any of the Acquired Companies, together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of Seller relating to these items (the “Tangible Personal Property”); (c) all (i) accounts receivable and notes receivable of Seller, (ii) security for such accounts or notes and (iii) rights of Seller related to any of the foregoing (the “Receivables”); (d) all rights of Seller in and to inventories, wherever located, including all finished goods, work in process, raw materials, ingredients, spare parts, packaging and all other materials and supplies to be used, consumed, sold, resold or distributed by any of the Acquired Companies (the “Inventories”); (e) all rights of Seller with respect to deposits, prepaid expenses, claims for refunds and rights to offset, other than any such rights arising out of the prior payment of Taxes, relating to any of the other Acquired Assets or the Acquired Companies, and interest payable with respect to any of the foregoing (the “Prepaid Items”); (f) all rights of Seller under (i) Contracts relating to the Business to which Seller is a party or of which it is a third party beneficiary, including (A) Contracts that are included in the other items listed in this Section 2.1, (B) Contracts under which Seller has rights with respect to any of the other Acquired Assets and (C) Material Contracts, and (ii) outstanding offers or solicitations made by or to Seller to enter into any such Contracts (the “Acquired Contracts”); (g) all Governmental Authorizations held by Seller and related to the Business, including the Governmental Authorizations listed on Schedule 3.17(b), and all pending applications of Seller for or renewals of any such Governmental Authorizations, in each case to the extent that the same are assignable; (h) all rights of Seller in or to written materials, data and records relating to the Business or to any of the Acquired Companies (in whatever form or medium), including (i) client, customer, prospect, supplier, dealer and distributor lists and records, (ii) information regarding referral sources, (iii) product catalogs and brochures, (iv) sales and marketing, advertising and promotional materials, (v) research and development materials, reports and records, (vi) production reports and records, (vii) equipment logs, (viii) service, warranty and claim records, (ix) records relating to the Inventories, (x) maintenance records and other documents relating to the Real Property and the Tangible Personal Property, (xi) purchase orders and invoices, (xii) sales orders and sales order log books, (xiii) material safety data sheets, (xiv) price lists, (xv) quotations and bids, (xvi) operating guides and manuals, (xvii) correspondence, (xvii) books, records, journals and ledgers, (ixx) product formulas, (xx) product ideas and developments and (xxi) plans and specifications, plats, surveys, drawings, blueprints and photographs; (i) all rights of Seller in or to Owned Intellectual Property Rights that are Registered Intellectual Property Rights, including the trade name “Memorex” and all items listed on Schedule 3.13 (a) (i), together with all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof; (j) all rights of Seller in or to Owned Intellectual Property Rights (other than Registered Intellectual Property Rights), together with all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof; (k) all rights of Seller in or to Software licensed to or used by any of the Companies, including all such items listed on Schedule 3.13(a)(iii); (l) all rights of Seller in or to Licensed-In Intellectual Property Rights (other than Software), including all such items listed on Schedule 3.13(a)(ii), and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof (such Intellectual Property Rights, together with the Intellectual Property Rights described in Sections 2.1(i), 2.1(j) and 2.1(k), the “Acquired Intellectual Property”); (m) all other intangible rights and property of Seller, including (i) going concern value, (ii) goodwill unrelated to the trademarks and (iii) directory, telecopy names, numbers, addresses and listings, and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any misappropriation or misuse thereof; and (n) all rights and benefits of Seller under, and all proceeds from, insurance policies providing coverage for the Acquired Assets or the Acquired Companies, where such rights, benefits and proceeds relate to events occurring prior to the Closing, but only if and to the extent that any loss or liability insured against is borne by any of the Acquired Companies.

Purchase and Sale of Acquired Assets. At the Closing and on On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller agrees to shall sell to PurchaserBuyer, and Purchaser agrees to Buyer shall purchase from Seller, free ‎free and clear of all Encumbrances except as set forth in the applicable portions of the Disclosure Scheduleany Security Interest‎, all of Seller’s right, title and interest in and to all of the assets of Seller that relate in, to, have been developed for use in connection withand under the following assets (collectively, arise from the conduct of, are used or held for use in connection with or are necessary for the conduct of the Business as conducted by the Companies (the “Acquired Assets”), including the following:): (a) all of the issued and outstanding capital stock or shares in the capital of each of the Acquired Companies (the “Acquired Shares”); (b) all rights of Seller in and to machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind used in the Business by Seller or any of the Acquired Companies, together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of Seller relating to these items (the “Tangible Personal Property”); (c) all (i) accounts receivable and notes receivable of Seller, (iithe agreements set forth on Schedule 1.1(a)(i) security for such accounts or notes and (iii) rights of Seller related to any of the foregoing (the “Receivables”); (d) all rights of Seller in and to inventories, wherever located, including all finished goods, work in process, raw materials, ingredients, spare parts, packaging and all other materials and supplies to be used, consumed, sold, resold or distributed by any of the Acquired Companies (the “Inventories”); (e) all rights of Seller with respect to deposits, prepaid expenses, claims for refunds and rights to offset, other than any such rights arising out of the prior payment of Taxes, relating to any of the other Acquired Assets or the Acquired Companies, and interest payable with respect to any of the foregoing (the “Prepaid Items”); (f) all rights of Seller under (i) Contracts relating to the Business to which Seller is a party or of which it is a third party beneficiary, including (A) Contracts that are included in the other items listed in this Section 2.1, (B) Contracts under which Seller has rights with respect to any of the other Acquired Assets and (C) Material Contracts, and (ii) outstanding offers or solicitations made by or to Seller to enter into any such Contracts (the “Acquired Contracts”); (g) all Governmental Authorizations held by Seller and related to the Business, including the Governmental Authorizations listed on Schedule 3.17(b), and all pending applications of Seller for or renewals of any such Governmental Authorizations, in each case to the extent that the same are assignable; (h) all rights of Seller in or to written materials, data and records relating to the Business or to any of the Acquired Companies (in whatever form or medium), including (i) client, customer, prospect, supplier, dealer and distributor lists and records, (ii) information regarding referral sourcesthe tangible assets including machinery, (iii) product catalogs and brochures, (iv) sales and marketing, advertising and promotional materials, (v) research and development materials, reports and records, (vi) production reports and records, (vii) equipment logs, (viii) service, warranty and claim records, (ix) records relating to the Inventories, (x) maintenance records manufacturing and other documents relating to equipment, tools and tooling, instruments, furniture, fixtures and leasehold improvements, used or held for use at the Real Property and the Tangible Personal Property, (xi) purchase orders and invoices, (xii) sales orders and sales order log books, (xiii) material safety data sheets, (xiv) price lists, (xv) quotations and bids, (xvi) operating guides and manuals, (xvii) correspondence, (xvii) books, records, journals and ledgers, (ixx) product formulas, (xx) product ideas and developments and (xxi) plans and specifications, plats, surveys, drawings, blueprints and photographs; (i) all rights of Seller in or to Owned Intellectual Property Rights that are Registered Intellectual Property Rights, including the trade name “Memorex” and all items listed on Schedule 3.13 (a) (i), together with all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof; (j) all rights of Seller in or to Owned Intellectual Property Rights (other than Registered Intellectual Property Rights), together with all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof; (k) all rights of Seller in or to Software licensed to or used by any of the CompaniesGMP Facility, including all such items listed set forth on Schedule 3.13(a)(iii1.1(a)(ii) (the “GMP Assets”), and any documents or manuals in Seller’s possession required to operate the GMP Assets, except for such items set forth on Schedule 1.1(b)(xvi); (liii) all rights the machinery, equipment, computer hardware (but not, for the avoidance of doubt, the software or information contained therein, which Seller in or shall have a right to Licensed-In Intellectual Property Rights (other than Softwareremove therefrom), including all such items listed tools, instruments, furniture, fixtures and leasehold improvements used or held for use at the Laboratory Facilities set forth on Schedule 3.13(a)(ii1.1(a)(iii) (the “Laboratory Assets,” and together with the GMP Assets, the “Equipment”), and all rights any documents or manuals in Seller’s possession required to operate the Laboratory Assets; (iv) the clinical trial materials and supplies manufactured at the GMP Facility or purchased or otherwise held for use exclusively in connection with the development of azer-cel for the treatment of cancer (the “Inventory”), which includes the Inventory set forth on Schedule 1.1(a)(iv) ; (v) copies of personnel and employment records for Continuing Employees (subject to compliance with applicable Laws restricting disclosure); provided that Seller may have to institute or maintain any action to protect retain the same and recover damages for any infringement thereof (such Intellectual Property Rights, together with the Intellectual Property Rights described in Sections 2.1(i), 2.1(j) and 2.1(k), the “Acquired Intellectual Property”)original records; (mvi) all other intangible rights and property of Seller’s rights under warranties, including (i) going concern valueguaranties, (ii) goodwill unrelated to the trademarks and (iii) directory, telecopy names, numbers, addresses and listingsindemnities, and all rights that Seller may have similar ‎rights against third parties to institute or maintain the extent related to any action to protect the same and recover damages for any misappropriation or misuse thereofAcquired Asset; and (nvii) all rights and benefits of Seller under, and all proceeds from, insurance policies providing coverage for the Acquired Assets or the Acquired Companies, where such rights, benefits and proceeds relate to events occurring prior to the Closing, but only if and to the extent that any loss or liability insured against is borne by any of the Acquired Companiesother assets listed on Schedule 1.1(a)(vii).

Purchase and Sale of Acquired Assets. At the Closing (as defined in Section 4 hereof) and on upon the terms and subject to the conditions set forth in this Agreementherein, Seller agrees to sell sell, transfer, convey, assign and deliver to PurchaserBuyer, and Purchaser Buyer agrees to purchase and acquire from Seller, free all of Seller's assets and clear of all Encumbrances except as properties, tangible and intangible, real, personal, and mixed, which are physically located at the Food Courts or which constitute intangible assets used exclusively with respect to the Food Courts, EXCLUDING those assets and properties set forth in on EXHIBIT A attached hereto (the applicable portions of the Disclosure Schedule, all right, title and interest in and to "EXCLUDED ASSETS") (all of such assets and properties OTHER THAN the assets of Seller that relate to, have been developed for use in connection with, arise from the conduct ofExcluded Assets, are hereinafter collectively referred to as the "ACQUIRED ASSETS"): (a) All cash on hand, marketable securities or other sources of immediately available funds held by Seller with respect to the Food Courts; (b) All of Seller's accounts receivable, if any, with respect to the Food Courts; (c) All of Seller's food processing machinery, equipment, processors, accessories, utensils and parts; tables, chairs, and other furniture; computer equipment and systems; inventories of items not normally held for resale; racks; storage containers; fixtures; furnishings; tools; dies; jigs; and all other miscellaneous supplies, but only to the extent used or held for use in connection with or are necessary for respect to the conduct of Food Courts (collectively, the Business as conducted by the Companies (the “Acquired Assets”), including the following: (a) all of the issued and outstanding capital stock or shares in the capital of each of the Acquired Companies (the “Acquired Shares”); (b) all rights of Seller in and to machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property of every kind used in the Business by Seller or any of the Acquired Companies, together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of Seller relating to these items (the “Tangible Personal Property”); (c) all (i) accounts receivable and notes receivable of Seller, (ii) security for such accounts or notes and (iii) rights of Seller related to any of the foregoing (the “Receivables”"FIXED ASSETS"); (d) all rights All food, alcoholic and non-alcoholic beverage, restaurant supply, and other inventories of Seller in and held for use with respect to inventoriesthe Food Courts (collectively, wherever located, including all finished goods, work in process, raw materials, ingredients, spare parts, packaging and all other materials and supplies to be used, consumed, sold, resold or distributed by any of the Acquired Companies (the “Inventories”"INVENTORIES"); (e) All of Seller's rights, title and interests under, in and to all rights of Seller with respect to depositsopen, prepaid expensesunfilled or partially filled customer or other purchase orders, claims for refunds and rights to offsetbids, other than any such rights arising out of the prior payment of Taxescontracts, relating to any of the other Acquired Assets commitments or the Acquired Companies, and interest payable with respect to any of the foregoing (the “Prepaid Items”); (f) all rights of Seller under (i) Contracts relating to the Business to which Seller is a party or of which it is a service contracts; third party beneficiary, including (A) Contracts that are included in the other items listed in this Section 2.1, (B) Contracts under which Seller has rights payor agreements; equipment leases and leases or contracts with respect to any of the other Acquired Assets and other agreements to which Seller is a party regarding the Food Courts (Ccollectively, the "LEASES, PURCHASE ORDERS AND OTHER CONTRACTS"); (f) Material ContractsAll of Seller's rights, title and interests under, in and to all permits or other types of licenses, rights to sell certain brand names of products, certificates of authority, waivers, concessions and similar rights granted to or held by Seller, to the extent such are assignable or transferable and to the extent they relate to the Food Courts or the St. Matthew's Mall Food Court (ii) outstanding offers or solicitations made by or to Seller to enter into any such Contracts (collectively, the “Acquired Contracts”"PERMITS AND LICENSES"); (g) all Governmental Authorizations All escrows, prepayments, trust funds, guarantee funds, purchase orders or other security deposits for services yet to be rendered, or for goods yet to be provided, or other funds held by Seller or third parties, which are subject to repayment or return to customers or third parties upon the passage of time, the occurrence of any event, or the failure to occur of a delivery of goods or the rendering of services and related which relate to the BusinessFood Courts or the St. Matthew's Mall Food Court (collectively, including the Governmental Authorizations listed on Schedule 3.17(b"DEPOSITS"), and all pending applications of Seller for or renewals of any such Governmental Authorizations, in each case to the extent that the same are assignable; (h) All of Seller's rights, title, and interests under, in and to those certain leases of real property with respect to the Oxmoor Operation, the Xxxxx Operation, the Tri-County Operation, and the Northgate Operation (the "REAL PROPERTY LEASES"), and all leasehold improvements of Seller thereon, a schedule or copies of which are attached hereto as EXHIBIT B (collectively, the "REAL PROPERTY INTERESTS"), SUBJECT, HOWEVER, to the rights of the landlord and Seller, as sublessor or assignor, under the Real Property Leases; and (i) All of Seller's 50% general partnership interest as a general partner of the Fayette Partnership; and (j) Except as set forth in EXHIBIT A attached hereto, or as otherwise expressly excluded under this Agreement, all other tangible or intangible assets and properties of any nature whatsoever held or used by Seller in connection with the Food Courts; all lists of customers and suppliers; menus; customer records; records of inspections by state, local and federal agencies; all prepaid expenses; all worker's compensation or other such similar accounts, if any; all engineering or technical drawings and designs; all quality control specifications, warranties and guarantees; all know-how, trade secrets or other proprietary, confidential or intangible property used in connection with the Food Courts; all records with respect to written materialsmarket research, data and records relating to the Business market development or to any of the Acquired Companies (in whatever form or medium), including (i) client, customer, prospect, supplier, dealer Assets; all catalogues and distributor lists and records, (ii) information regarding referral sources, (iii) product catalogs and brochures, (iv) sales and marketing, advertising and promotional materials, (v) research and development materials, reports and records, (vi) production reports and records, (vii) equipment logs, (viii) service, warranty and claim records, (ix) records brochures relating to the Inventories, (x) maintenance records Food Courts; all signage; all telephone numbers and other documents post office boxes relating to the Real Property and the Tangible Personal PropertyFood Courts; all stationery, (xi) purchase orders and invoices, (xii) sales orders quotation and sales order log books, (xiii) material safety data sheets, (xiv) price lists, (xv) quotations and bids, (xvi) operating guides and manuals, (xvii) correspondence, (xvii) books, records, journals and ledgers, (ixx) product formulas, (xx) product ideas and developments and (xxi) plans and specifications, plats, surveys, drawings, blueprints and photographs; (i) all rights of Seller in or to Owned Intellectual Property Rights that are Registered Intellectual Property Rights, including the trade name “Memorex” other forms; and all items listed on Schedule 3.13 (a) (i), together with all rights that Seller may have records of every kind and type necessary or appropriate to institute or maintain any action to protect the same and recover damages for any infringement thereof; (j) all rights of Seller in or to Owned Intellectual Property Rights (other than Registered Intellectual Property Rights), together with all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof; (k) all rights of Seller in or to Software licensed to or used by any facilitate Buyer's continuation of the Companies, including all such items listed on Schedule 3.13(a)(iii); Food Courts (l) all rights of Seller in or to Licensed-In Intellectual Property Rights (other than Software), including all such items listed on Schedule 3.13(a)(ii), and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof (such Intellectual Property Rights, together with the Intellectual Property Rights described in Sections 2.1(i), 2.1(j) and 2.1(k)collectively, the “Acquired Intellectual Property”"MISCELLANEOUS ASSETS"); (m) all other intangible rights and property of Seller, including (i) going concern value, (ii) goodwill unrelated to the trademarks and (iii) directory, telecopy names, numbers, addresses and listings, and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any misappropriation or misuse thereof; and (n) all rights and benefits of Seller under, and all proceeds from, insurance policies providing coverage for the Acquired Assets or the Acquired Companies, where such rights, benefits and proceeds relate to events occurring prior to the Closing, but only if and to the extent that any loss or liability insured against is borne by any of the Acquired Companies.

Purchase and Sale of Acquired Assets. At the Closing and on On the terms and subject to the conditions set forth in this AgreementAgreement including Section 2(b), Seller agrees hereby agrees, at Closing, to sell irrevocably and perpetually sell, convey, transfer and assign to Purchaser, or a designated Subsidiary of Purchaser, and Purchaser Purchaser, or its designated Subsidiary, hereby agrees to purchase from Seller, free and clear all of all Encumbrances except as set forth in the applicable portions of the Disclosure Schedule, all Seller’s right, title and interest in and to all of the assets of Seller that relate tofollowing (collectively, have been developed for use in connection with, arise from the conduct of, are used or held for use in connection with or are necessary for the conduct of the Business as conducted by the Companies (the “Acquired Assets”), including the following:): (ai) all All equipment, fiber-optic cabling, computers, tools, supplies, furniture, and other tangible personal property and assets of Seller relating to the issued and outstanding capital stock or shares in Business and/or the capital of each of the Acquired Companies Network, as set forth on Schedule 2(a)(i) (collectively, the “Acquired SharesEquipment”); (bii) all All rights of Seller in and to machineryunder those Contracts listed on Schedule 2(a)(ii) (collectively, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, vehicles the “Transferred Contracts”); (iii) Any Technology and other items of tangible personal property of every kind Intellectual Property Rights (other than any trademarks and domain names) used in the Business by Seller or any operation of the Acquired CompaniesBusiness, together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of Seller relating to these items as set forth on Schedule 2(a)(iii) (the “Tangible Personal Transferred Intellectual Property”); (civ) all (i) accounts receivable All supplies and notes receivable of Seller, (ii) security for such accounts or notes and (iii) rights inventories of Seller related relating to any of the foregoing Business (the “ReceivablesInventory”), as set forth on Schedule 2(a)(iv) or that Seller acquires (or has title to or the right to acquire) under the Current Veracity Agreement and which Purchaser may choose to acquire pursuant to Section 2(b); (v) All leases, easements, licenses, occupancy, use agreements and other estates, rights, title and interests relating to the Business as set forth on Schedule 2(a)(v) (the “Transferred Real Property Interests”); (dvi) all rights of Seller in and to inventories, wherever located, including all finished goods, work in process, raw materials, ingredients, spare parts, packaging and all other materials and supplies to be used, consumed, sold, resold or distributed by any of the Acquired Companies All Governmental Approvals listed on Schedule 2(a)(vi) (the “InventoriesTransferred Permits”); (evii) all All goodwill and going concern value specifically associated with the Business or the Acquired Assets (the “Goodwill”); (viii) All rights of Seller, if any, with respect to any restrictions on competition and obligations regarding confidentiality, non-disclosure or limited use imposed on third parties relating to the Business (the “Restrictions”); (ix) All books, records, files, data and other materials specifically relating to and used in connection with, or necessary to carry on, the Business or relating to or in connection with the Acquired Assets including, but not limited to, general books and records of the Business maintained by Veracity Networks to which Seller is entitled access (the “Records”). The Records include rights of Seller with respect to any books of account, mailing lists, marketing materials, product orders, business plans, sales records, research data, business development materials, policy and procedure manuals, price lists, general financial, accounting and credit records, ledgers, files, invoices, customers and suppliers’ lists, customer account information, technical documents, manuals, management software tools, databases, computer tapes and other data, drawings, notebooks, specifications, creative materials, advertising and promotional materials, studies, reports, equipment repair, maintenance or service records, in each case whether written or electronically stored or otherwise recorded and, to the extent legally possible, whether or not subject to confidentiality obligations. To the extent physical delivery of any of the Records has not been requested by Purchaser at the time of Closing or any Records are not easily accessible or physically transferrable by Seller, Seller may retain physical possession of such Records, subject to Seller’s normal record retention policies. Seller shall produce copies of any Records in the possession of Seller upon reasonable request of Purchaser. Seller agrees to treat any Records in its possession as Confidential Information under the requirements of Section 6(b), below; (x) Any maps, surveys, copies of title assurances or title insurance policies, and engineering or architectural plans, specifications or drawings, and copies of all environmental impact, wetlands and similar surveys, approvals and similar information relating to the Network or the Transferred Real Property Interests (the “Property Documents”). To the extent physical delivery of any of the Property Documents has not been requested by Purchaser at the time of Closing or any Property Documents are not easily accessible or physically transferrable by Seller, Seller may retain physical possession of such Property Documents, subject to Seller’s normal record retention policies. Seller shall produce copies of any Property Documents in the possession of Seller upon reasonable request of Purchaser. Seller agrees to treat any Property Documents in its possession as Confidential Information under the requirements of Section 6(b), below; (xi) Passwords, business practices, trade secrets and other oral information of Seller disclosed to or requested by the Purchaser prior to Closing which are relevant to the operation of the Business after Closing; (xii) All rights and interests of Purchaser under the Lease; (xiii) All defenses, claims, deposits, prepaid expensesprepayments, claims for refunds refunds, causes of action, credits, warranties (including manufacturer’s warranties), rights of recovery, rights of set off and rights to offset, other than any such rights arising out of the prior payment of Taxes, recoupment relating to any of the other Acquired Assets right, property or asset included in the Acquired CompaniesAssets, or against any party under the Transferred Contracts; and (xiv) All rights to enforce such right, title and interest payable interest, including the right to sue and recover any sums whether due, payable, accrued or arising before, on or after the Closing with respect to any of the foregoing (it being understood that the “Prepaid Items”); (f) all rights of Seller under (i) Contracts relating to the Business to which Seller is a party or of which it is a third party beneficiary, including (A) Contracts that are included in the other items listed in transfers contemplated by this Section 2.1, (B2(a) Contracts under which Seller has rights with respect are intended to any be absolute transfers and not by way of the other Acquired Assets and (C) Material Contracts, and (ii) outstanding offers or solicitations made by or to Seller to enter into any such Contracts (the “Acquired Contracts”security); (g) all Governmental Authorizations held by Seller and related to the Business, including the Governmental Authorizations listed on Schedule 3.17(b), and all pending applications of Seller for or renewals of any such Governmental Authorizations, in each case to the extent that the same are assignable; (h) all rights of Seller in or to written materials, data and records relating to the Business or to any of the Acquired Companies (in whatever form or medium), including (i) client, customer, prospect, supplier, dealer and distributor lists and records, (ii) information regarding referral sources, (iii) product catalogs and brochures, (iv) sales and marketing, advertising and promotional materials, (v) research and development materials, reports and records, (vi) production reports and records, (vii) equipment logs, (viii) service, warranty and claim records, (ix) records relating to the Inventories, (x) maintenance records and other documents relating to the Real Property and the Tangible Personal Property, (xi) purchase orders and invoices, (xii) sales orders and sales order log books, (xiii) material safety data sheets, (xiv) price lists, (xv) quotations and bids, (xvi) operating guides and manuals, (xvii) correspondence, (xvii) books, records, journals and ledgers, (ixx) product formulas, (xx) product ideas and developments and (xxi) plans and specifications, plats, surveys, drawings, blueprints and photographs; (i) all rights of Seller in or to Owned Intellectual Property Rights that are Registered Intellectual Property Rights, including the trade name “Memorex” and all items listed on Schedule 3.13 (a) (i), together with all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof; (j) all rights of Seller in or to Owned Intellectual Property Rights (other than Registered Intellectual Property Rights), together with all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof; (k) all rights of Seller in or to Software licensed to or used by any of the Companies, including all such items listed on Schedule 3.13(a)(iii); (l) all rights of Seller in or to Licensed-In Intellectual Property Rights (other than Software), including all such items listed on Schedule 3.13(a)(ii), and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof (such Intellectual Property Rights, together with the Intellectual Property Rights described in Sections 2.1(i), 2.1(j) and 2.1(k), the “Acquired Intellectual Property”); (m) all other intangible rights and property of Seller, including (i) going concern value, (ii) goodwill unrelated to the trademarks and (iii) directory, telecopy names, numbers, addresses and listings, and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any misappropriation or misuse thereof; and (n) all rights and benefits of Seller under, and all proceeds from, insurance policies providing coverage for the Acquired Assets or the Acquired Companies, where such rights, benefits and proceeds relate to events occurring prior to the Closing, but only if and to the extent that any loss or liability insured against is borne by any of the Acquired Companies.