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

Purchase and Sale of the Assets. Seller hereby grants, sells, ------------------------------- conveys, assigns and delivers, and Purchaser hereby purchases, effective as of the close of business on the date set forth above, the following assets of Seller used in the Business (collectively, the "Assets"):(a) all of the office furniture, fixtures, equipment and office supplies of Seller, including the personal property of Seller set forth on Exhibit A attached hereto and incorporated herein by reference; (b) all of Seller's goodwill, customer, client, supplier and vendor lists, and other general intangibles; (c) the right to the exclusive use of the name "Rocca Reporting Service," and all variations thereof, (d) Seller's current telephone number; (e) the lease agreement dated September 1, 1996, executed by Xxxx-Xxxxxxx Management, as lessor, and Seller, as lessee, covering Seller's offices at the address set forth above, expiring August 31, 1997; and (f) the other leases set forth on Exhibit B. Seller shall retain all of its accounts receivable and accounts payable, and, except for the obligations of Seller under the agreements set forth in Subsections 1(e) and 1(f) above (collectively, the "Assumed Agreements"), Purchaser is not assuming any indebtedness or other duty, liability or obligation of Seller in connection herewith. Contemporaneously with the execution of this Agreement, (a) Purchaser and Seller shall enter into an Employment Agreement which shall be in form and content acceptable to the Parties, and (b) Seller shall (i) deliver duly executed releases or termination statements with respect to all liens covering the Assets, and (ii) pay all of Seller's outstanding liabilities and obligations, all of which are set forth by creditor and amount as of the date hereof and all of Seller's accounts, on Exhibit C. Seller shall from time to time after the date hereof, without further consideration, execute and deliver such other instruments of transfer, conveyance and assignment, and shall take such other action as Purchaser may reasonably request, to more effectively transfer, convey and assign to and vest in Purchaser, and to put Purchaser in actual possession and control of, each of the Assets.

Purchase and Sale of the Assets. Upon and subject to the terms and conditions of this Agreement, Seller hereby grantsagrees to sell, sellstransfer, ------------------------------- conveysconvey, assigns assign and deliversdeliver to Buyer, and Purchaser hereby purchasesBuyer agrees to purchase from Seller, effective as of the close Closing Date all of business on the date set forth abovesuch Seller’s right, title, and interest in and to all of the following assets of Seller (except for the Excluded Assets), which are used or employed, in whole or in part, in the Business Business: (collectively, the "Assets"):(aa) all of the office furniture, fixtures, equipment Owned Real Property and office supplies of Seller, including the personal property of Seller set forth on Exhibit A attached hereto and incorporated herein by referenceLeased Real Property; (b) all tangible personal property (such as machinery, equipment, inventories of Seller's goodwillraw materials and supplies, customermanufactured and purchased parts, clientgoods in process and finished goods, supplier and vendor listsfurniture, office equipment, systems, automobiles, trucks, tractors, trailers, tools, jigs, and other general intangiblesdies), except for those used in the non-Seller portion of the Office Building listed on Schedule 2.1.1; (c) the right to the exclusive use of the name "Rocca Reporting Service," and all variations thereof, Intellectual Property; (d) Seller's current telephone numberleases and subleases listed on Schedule 2.1.2, and rights thereunder (the “Assumed Leases”); (e) the lease agreement dated September 1agreements, 1996contracts, executed by Xxxx-Xxxxxxx Managementinstruments, as lessorEncumbrances, and Sellerguaranties other than the Assumed Leases listed on Schedule 2.1.3, as lessee, covering Seller's offices at and rights thereunder (the address set forth above, expiring August 31, 1997“Assumed Contracts”); and (f) accounts, notes, and other receivables (including the approximate $982,000 income tax receivable, but excluding the Concrete Visions Receivable); (g) securities (excluding the equity securities in Seller); (h) claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, and rights of recoupment; (i) franchises, approvals, permits (including Real Property Permits), licenses, orders, registrations, certificates, variances, and similar rights obtained from Governmental Authorities, except for those which by Law are not transferable and except for those relating to the Excluded Assets (together, the “Permits”); (j) books, records, ledgers, files, documents, correspondence, lists, customer lists, customer accounts, plats, architectural plans, drawings, and specifications, creative materials, advertising and promotional materials, studies, reports, and other leases set forth on Exhibit B. Seller shall retain printed or written materials, telephone and telefax numbers, all of its accounts receivable listings in all telephone books and accounts payabledirectories, andSeller’s webpage and web address, except for those relating to the Excluded Assets or Excluded Liabilities; (k) cash and cash equivalents, except for the obligations of Retained Seller under the agreements set forth in Subsections 1(eCash; (l) and 1(f) above (collectively, the "Assumed Agreements"), Purchaser is not assuming any indebtedness or other duty, liability or obligation of Seller in connection herewith. Contemporaneously with the execution of this Agreement, (a) Purchaser and Seller shall enter into an Employment Agreement which shall be in form and content acceptable to the Parties, and (b) Seller shall (i) deliver duly executed releases or termination statements with respect to all liens covering the Assets, and (ii) pay all of Seller's outstanding liabilities ’s accounts and obligations, all of which are set forth by creditor and amount as of the date hereof and customer lists relevant to all of Seller's accounts’s sites (for the avoidance of doubt, on Exhibit C. Seller shall from time including all customers relevant to time after the date hereofsites covered by the SRMG Agreement and the San Man Agreement) (with all such assets, without further considerationnot including the Excluded Assets, execute and deliver such other instruments of transfer, conveyance and assignment, and shall take such other action referred to as Purchaser may reasonably request, to more effectively transfer, convey and assign to and vest in Purchaser, and to put Purchaser in actual possession and control of, each of the “Assets”).