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

Purchase and Sale of the Assets. (a) Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Company shall sell, assign, convey and deliver to the Purchaser free and clear of any and all Encumbrances (to the maximum extent provided in the Sale Order), and the Purchaser shall purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to the Business and all of the assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of the Company, which are used or useful in or primarily related to the Business, other than the Excluded Assets (collectively, the “Assets”), which Assets are as follows: (i) all of the fixed assets and other tangible personal property, machinery, tools, equipment, computers, management information systems (including without limitation all software and hardware related thereto), telephone systems, furniture, fixtures, leasehold improvements and supplies, wherever located (collectively, the “Property”), set forth on Schedule 1.01(a)(i) hereto; (ii) all raw materials, components and other parts, work-in-process, finished goods and all other inventory whether on hand, on order, in transit or held by others on a consignment basis (collectively, the “Inventory”), set forth on Schedule 1.01(a)(ii) hereto; (iii) all intellectual property used exclusively in the Vending Operations, including (A) all copyright rights (registered and unregistered), software (including source code and object code), mask works, all of the foregoing whether domestic or foreign, registered, unregistered and/or common law (including, without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (B) all tradenames, tradename rights, trademarks, trademark applications, trademark rights, service marks, service xxxx rights, tradedress, domain names, URLs, web pages, in any case, whether domestic or foreign or registered, unregistered and/or common law, listed on Schedule 1.01(a)(iii) (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (C) the invention disclosure, the issued design patent, pending U.S. patent applications and corresponding international and foreign counterpart applications and issued patents listed on Schedule 1.01(a)(iii), including any applications, continuation applications, divisional applications, issued patents, reexaminations and reissues thereof, whether domestic or foreign (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (D) all confidential information, trade secrets, designs, specifications, know-how and other proprietary information and technology; and (E) all intellectual property set forth on Schedule 1.01(a)(iii); (iv) all contracts set forth on Schedule 1.01(a)(iv) hereto (the “Contracts”), subject to Section 6.10; (v) all goodwill, other intangible property, and causes of action, actions, claims and rights of any kind as against others (whether by contract or otherwise) relating to any of the Assets (including without limitation, the Intellectual Property), the Assumed Liabilities or the Business; (vi) all books and records (financial, accounting and other), correspondence, and all sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case arising under or relating to the Assets, the Assumed Liabilities or the Business (collectively, the “Books and Records”); (vii) all permits, licenses, approvals, franchises, notices and authorizations issued by Governmental Authorities related to the Business, if any, necessary to operate the Business (collectively the “Permits”) and all Permits issued after the date hereof and through the Closing Date, excluding only such Permits to the extent not legally transferable; (viii) all prepaid expenses, refunds (other than tax and insurance refunds), security and like deposits (other than Cure Deposits (as defined in the Synapse Purchase Agreement as in effect on the date of execution and delivery thereof, if any), securities, instruments and other investments of the Company related to the Business; and (ix) all rights, remedies and benefits of the Company arising under or relating to any of the Assets, the Assumed Liabilities or the Business, including, without limitation, rights, remedies and benefits arising out of express or implied warranties from manufacturers or suppliers of the Property or the Inventory (or components thereof), the other Assets or products purchased or ordered by the Company prior to the Closing Date (and in any case, any component thereof), and all causes and claims of action arising therefrom;

Purchase and Sale of the Assets. (a) Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Company shall sell, assign, convey and deliver to the Purchaser free and clear of any and all Encumbrances (to the maximum extent provided in the Sale Order), and the Purchaser shall purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to the Business and all of the assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of the Company, which are used or useful in or primarily related to the Business, other than the Excluded Assets (collectively, the “Assets”), which Assets are as follows: (i) all of the fixed assets and other tangible personal property, machinery, tools, equipment, computers, management information systems (including without limitation all software and hardware related thereto), telephone systems, furniture, fixtures, leasehold improvements and supplies, wherever located (collectively, the “Property”), set forth on Schedule 1.01(a)(i) hereto; (ii) all raw materials, components and other parts, work-in-process, finished goods and all other inventory whether on hand, on order, in transit or held by others on a consignment basis (collectively, the “Inventory”), set forth on Schedule 1.01(a)(ii) hereto; (iii) all intellectual property used exclusively in the Vending Operations, including all (A) all copyright rights (registered and unregistered), software (including source code and object code), mask works, all of the foregoing whether domestic or foreign, registered, unregistered and/or common law (including, without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (B) all tradenames, tradename rights, trademarks, trademark applications, trademark rights, service marks, service xxxx rights, tradedress, domain names, URLs, web pages, in any case, whether domestic or foreign or registered, unregistered and/or common law, listed on Schedule 1.01(a)(iii) (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (C) the invention disclosure, the issued design patent, pending U.S. patent applications and corresponding international and foreign counterpart applications and issued patents listed on Schedule 1.01(a)(iii), including any applications, continuation applications, divisional applications, issued patents, reexaminations and reissues thereof, whether domestic or foreign (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (D) all confidential information, trade secrets, designs, specifications, know-how and other proprietary information and technology; and (E) all intellectual property set forth on Schedule 1.01(a)(iii); (iv) all contracts set forth on Schedule 1.01(a)(iv) hereto (the “Contracts”), subject to Section 6.10; (v) all goodwill, other intangible property, and causes of action, actions, claims and rights of any kind as against others (whether by contract or otherwise) relating to any of the Assets (including without limitation, the Intellectual Property), the Assumed Liabilities or the Business; (vi) all books and records (financial, accounting and other), correspondence, and all sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case arising under or relating to the Assets, the Assumed Liabilities or the Business (collectively, the “Books and Records”); (vii) all permits, licenses, approvals, franchises, notices and authorizations issued by Governmental Authorities related to the Business, if any, necessary to operate the Business (collectively the “Permits”) and all Permits issued after the date hereof and through the Closing Date, excluding only such Permits to the extent not legally transferable; (viii) all prepaid expenses, refunds (other than tax and insurance refunds), security and like deposits (other than Cure Deposits (as defined in the Synapse NBS Purchase Agreement as in effect on the date of execution and delivery thereof, if any), securities, instruments and other investments of the Company related to the Business; and (ix) all rights, remedies and benefits of the Company arising under or relating to any of the Assets, the Assumed Liabilities or the Business, including, without limitation, rights, remedies and benefits arising out of express or implied warranties from manufacturers or suppliers of the Property or the Inventory (or components thereof), the other Assets or products purchased or ordered by the Company prior to the Closing Date (and in any case, any component thereof), and all causes and claims of action arising therefrom;

Purchase and Sale of the Assets. (a) Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Company shall sell, assign, convey and deliver to the Purchaser free and clear of any and all Encumbrances (Liens to the maximum extent provided in permitted under Section 363 of the Sale Order)Bankruptcy Code, and the Purchaser shall purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to the Business and all of the assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of the Company, which are primarily used or useful in or primarily related to the Business, other than the Excluded Assets (collectively, the “Assets”), which Assets are as follows: (i) all of the fixed assets and other tangible personal property, including, without limitation, all machinery, tools, equipment, computers, management information systems (including without limitation all the Synapse billing software and hardware related theretobilling systems), telephone systems, furniture, fixtures, leasehold improvements improvements, supplies and suppliesany other assets owned by the Company, wherever located located, set forth on Schedule 1.01(a)(i) hereto (collectively, the “Property”), set forth on Schedule 1.01(a)(i) hereto; (ii) all raw materials, components and other parts, work-in-process, finished goods and all other inventory whether on hand, on order, in transit or held by others on a consignment basis (collectively, the “Inventory”), set forth on Schedule 1.01(a)(ii) hereto; (iii) all intellectual property used exclusively in the Vending OperationsBusiness, including (A) all copyright rights (registered and unregistered)copyrights, software (including source code and object codeother software, and the registered copyrights listed on Schedule 1.01(a)(ii), mask works, all of the foregoing whether domestic or foreign, registered, unregistered and/or registered or common law (including, including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (B) all tradenames, tradename rights, trademarks, trademark applications, trademark rights, service marks, service xxxx rights, tradedresstrade dress, domain names, URLs, web pages, in any case, whether domestic or foreign foreign, registered or registered, unregistered and/or common law, listed on Schedule 1.01(a)(iii1.01(a)(ii) (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (C) the invention disclosure, the issued design patent, pending U.S. patent applications application and corresponding international and foreign counterpart applications and issued patents listed on Schedule 1.01(a)(iii)applications, including any applications, continuation continuations applications, divisional applications, issued patents, reexaminations and reissues thereof, whether domestic or foreign foreign, listed on Schedule 1.01(a)(ii) (including without limitation, all goodwill associated with any of the foregoingsuch application, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (D) all confidential information, trade secrets, designs, specifications, know-how and other proprietary information and technology; and (E) all intellectual property other Intellectual Property set forth on Schedule 1.01(a)(iii1.01(a)(ii); (iii) all mailing lists, customer lists, price lists, supplier lists, market studies, training and equipment manuals, business opportunities, projects and products planned or under development for, or used in, the Business; (iv) all contracts Contracts set forth on Schedule 1.01(a)(iv) hereto (hereto; provided that, at its option, the “Contracts”), subject Purchaser may unilaterally amend Schedule 1.01(a)(iv) to Section 6.10remove any number of Cure Contracts as it so desires; (v) all goodwill, other intangible property, and causes of action, actions, claims and rights of any kind as against others (whether by contract or otherwise) relating to any of the Assets (including without limitation, the Intellectual Property), the Assumed Liabilities or the Business; (vi) all books and records (financial, accounting and other), correspondence, and all sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case arising under or relating to the Assets, the Assumed Liabilities or the Business Business; (collectivelyvi) all Permits, the “Books and Records”)if any; (vii) all permitsnon-competition, licenses, approvals, franchises, notices confidentiality and authorizations issued by Governmental Authorities related non-disclosure agreements relating to the BusinessBusiness entered into by the Company with past or present directors, if any, necessary to operate the Business (collectively the “Permits”) employees and all Permits issued after the date hereof and through the Closing Date, excluding only such Permits to the extent not legally transferable;independent contractors; and (viii) all prepaid expenses, refunds (other than tax and insurance refunds), security and like deposits (other than Cure Deposits (as defined in the Synapse Purchase Agreement as in effect on the date of execution and delivery thereof, if any), securities, instruments and other investments of the Company related to the Business; and (ix) all rights, remedies and benefits of the Company arising under or relating to any of the Assets, the Assumed Liabilities or the Business, including, without limitation, rights, remedies and benefits arising out of express or implied warranties from manufacturers or suppliers of the Property or the Inventory (or components thereof), the other Assets or products purchased or ordered by the Company prior to the Closing Date (and in any case, any component thereof), and all causes and claims of action arising therefrom;set forth on Schedule 1.01(a)(vii) hereto.

Purchase and Sale of the Assets. (a) Subject to Upon the terms and conditions of set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the ClosingAgreement, the Company Seller shall sell, assigntransfer, convey convey, assign and deliver deliver, or cause to be sold, transferred, conveyed, assigned and delivered, to Reuters Research & Analytics, LLC, a Delaware limited liability company ("Reuters R&A") or such other affiliate of the Purchaser free and clear of any and all Encumbrances (to as directed by the maximum extent provided in the Sale Order)Purchaser, and the Purchaser shall purchasecause to be purchased, acquire acquired and accept accepted, from the CompanySeller, all of the Company’s right, title and interest in interest, free and to the Business and clear of all of the assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of the Company, which are used or useful in or primarily related to the BusinessLiens, other than Permitted Liens (as defined in Section 9.7), in the following properties, assets, rights, claims and contracts, but excluding the Excluded Assets (collectively, as defined in Section 1.1(b)) (the “"Assets”), which Assets are as follows:"): (i) all of the fixed assets and other tangible personal propertycomputer hardware, machinery, tools, equipment, computers, management information systems (including without limitation all software equipment and hardware related thereto), telephone systems, furniture, fixtures, leasehold improvements and supplies, wherever located (collectively, the “Property”), set forth tangible personal property listed on Schedule 1.01(a)(i1.1 (a) hereto(i) (the "Equipment"); (ii) all raw materialsrights in and under the contracts, components agreements, licenses or other arrangements, in each case, relating to the Business to the extent such contracts, agreements, licenses or other arrangements relate to the Business and arising, accruing or payable from and after the Effective Date, including those rights relating to contracts, agreements, licenses, other parts, work-in-process, finished arrangements and account receivables listed on Schedule 1.1(a)(ii) (the "Contracts") and all rights to receive payment for products and services sold (billed and unbilled) and to receive goods and all services purchased pursuant to such Contracts and to assert claims and take other inventory whether on hand, on order, actions in transit respect of breaches or held by others on a consignment basis (collectively, the “Inventory”), set forth on Schedule 1.01(a)(ii) heretoother violations thereof; (iii) all intellectual property used exclusively to the extent not covered in the Vending Operations, including (Aii) all copyright rights (registered and unregistered), software (including source code and object code), mask worksabove, all of accounts receivable relating exclusively to the foregoing whether domestic Business arising or foreign, registered, unregistered and/or common law (including, without limitation, all goodwill associated with any of accruing from and after the foregoing, licenses in respect of any of the foregoing and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (B) all tradenames, tradename rights, trademarks, trademark applications, trademark rights, service marks, service xxxx rights, tradedress, domain names, URLs, web pages, in any case, whether domestic or foreign or registered, unregistered and/or common law, listed on Schedule 1.01(a)(iii) (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (C) the invention disclosure, the issued design patent, pending U.S. patent applications and corresponding international and foreign counterpart applications and issued patents listed on Schedule 1.01(a)(iii), including any applications, continuation applications, divisional applications, issued patents, reexaminations and reissues thereof, whether domestic or foreign (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (D) all confidential information, trade secrets, designs, specifications, know-how and other proprietary information and technology; and (E) all intellectual property set forth on Schedule 1.01(a)(iii)Effective Date; (iv) all contracts set forth trade secrets and confidential and proprietary business information, whether patentable or nonpatentable and whether or not reduced to practice, know-how, research and development information, published and unpublished works of authorship, whether copyrightable or not, copyrights therein and thereto, and registrations and applications therefor, and all renewals, extensions, restorations and reversions thereof, inventions, know-how, patents, patent applications, registrations and applications for patent registrations, including divisions, continuations, continuations-in-part and renewal applications, and including renewals, extensions and reissues, software, source code, manuals, instructions, existing software development in progress, data and information, trademarks, trade, fictitious and assumed names, product and brand names, service marks, Internet domain names, logos, symbols, trade dress, and other indicia of origin, all applications and registrations for all of the foregoing, and all goodwill associated therewith and symbolized thereby, including all extensions, modifications and renewals of same and all other intellectual property assets, including the goodwill associated therewith, in each case developed for or used exclusively in the Business and owned by the Seller or any of its subsidiaries, and all other proprietary rights relating to any of the foregoing (including remedies against infringements, misappropriations or other violations thereof and rights of protection of interest thereon under the laws of all jurisdictions) and copies and tangible embodiments thereof (collectively, the "Intellectual Property Assets"), including, without limitation, those intellectual property assets listed on Schedule 1.01(a)(iv) hereto (the “Contracts”1.1(a)(iv), subject to Section 6.10; (v) copies of all goodwillbooks of account, other intangible propertyrecords, files and causes of actioninvoices, actions, claims and rights of any kind as against others (whether by contract or otherwise) including files relating to any of the Assets Transferred Employees (including without limitation, the Intellectual Propertyas defined in Section 4.1(a) below), the Assumed Liabilities or accounting records, sales and sales promotional data, advertising materials, customer lists, cost and pricing information, supplier lists, business plans, catalogs, quality control records and manuals, research and development files, patent disclosures, correspondence and any other corporate records and operating data used in connection with the Business, wherever located; (vi) all books permits, authorizations, approvals, registrations and records licenses granted by or obtained from any governmental, administrative or regulatory authority (financial, accounting each a "Permit" and other), correspondence, and all sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case arising under or relating to the Assets, the Assumed Liabilities or the Business (collectively, the “Books and Records”);"Permits") that are listed on Schedule 2.9; and (vii) all permitsclaims, licensesprepayments, approvalsrefunds, franchisescauses of action, notices chooses in action, rights of recovery, rights of set off and authorizations issued by Governmental Authorities rights of recoupment related exclusively to the BusinessBusiness arising, if any, necessary to operate the Business (collectively the “Permits”) accruing or paid from and all Permits issued after the date hereof and through the Closing Effective Date, excluding only such Permits to the extent not legally transferable;. (viiib) all prepaid expenses, refunds The Assets shall not include those assets listed on Schedule 1.1(b) (other than tax and insurance refundsthe "Excluded Assets"), security and like deposits (other than Cure Deposits (as defined in the Synapse Purchase Agreement as in effect on the date of execution and delivery thereof, if any), securities, instruments and other investments of the Company related to the Business; and (ix) all rights, remedies and benefits of the Company arising under or relating to any of the Assets, the Assumed Liabilities or the Business, including, without limitation, rights, remedies and benefits arising out of express or implied warranties from manufacturers or suppliers of the Property or the Inventory (or components thereof), the other Assets or products purchased or ordered by the Company prior to the Closing Date (and in any case, any component thereof), and all causes and claims of action arising therefrom;.

Purchase and Sale of the Assets. (a) Subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the Closing, the Company shall sell, assign, convey and deliver to the Purchaser free and clear of any and all Encumbrances (Liens to the maximum extent provided in permitted under Section 363 of the Sale Order)Bankruptcy Code, and the Purchaser shall purchase, acquire and accept from the Company, all of the Company’s right, title and interest in and to the Business and all of the assets, rights and properties of every kind and nature, whether real, personal or mixed, tangible or intangible, whether identifiable or contingent, wherever located, whether or not reflected on the books and records of the Company, which are used or useful in or primarily related to the Business, other than the Excluded Assets (collectively, the “Assets”), which Assets are as follows: (i) all of the fixed assets and other tangible personal property, including, without limitation, all machinery, tools, equipment, computers, management information systems (including without limitation all the Synapse billing software and hardware related theretobilling systems), telephone systems, furniture, fixtures, leasehold improvements improvements, supplies and suppliesany other assets owned by the Company, wherever located located, set forth on Schedule 1.01(a)(i) hereto (collectively, the “Property”), set forth on Schedule 1.01(a)(i) hereto; (ii) all raw materialsintellectual property used in the Business, components including all (A) copyrights, source code and other partssoftware, work-in-process, finished goods and all other inventory whether on hand, on order, in transit or held by others on a consignment basis (collectively, the “Inventory”), set forth registered copyrights listed on Schedule 1.01(a)(ii) hereto; (iii) all intellectual property used exclusively in the Vending Operations, including (A) all copyright rights (registered and unregistered), software (including source code and object code), mask works, all of the foregoing whether domestic or foreign, registered, unregistered and/or registered or common law (including, including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (B) all tradenames, tradename rights, trademarks, trademark applications, trademark rights, service marks, service xxxx rights, tradedresstrade dress, domain names, URLs, web pages, in any case, whether domestic or foreign foreign, registered or registered, unregistered and/or common law, listed on Schedule 1.01(a)(iii1.01(a)(ii) (including without limitation, all goodwill associated with any of the foregoing, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (C) the invention disclosure, the issued design patent, pending U.S. patent applications application and corresponding international and foreign counterpart applications and issued patents listed on Schedule 1.01(a)(iii)applications, including any applications, continuation continuations applications, divisional applications, issued patents, reexaminations and reissues thereof, whether domestic or foreign foreign, listed on Schedule 1.01(a)(ii) (including without limitation, all goodwill associated with any of the foregoingsuch application, licenses in respect of any of the foregoing, and claims for infringement of or interference with any of the foregoing and the right to recover past damages); (D) all confidential information, trade secrets, designs, specifications, know-how and other proprietary information and technology; and (E) all intellectual property other Intellectual Property set forth on Schedule 1.01(a)(iii1.01(a)(ii); (iii) all mailing lists, customer lists, price lists, supplier lists, market studies, training and equipment manuals, business opportunities, projects and products planned or under development for, or used in, the Business; (iv) all contracts Contracts set forth on Schedule 1.01(a)(iv) hereto (hereto; provided that, at its option, the “Contracts”), subject Purchaser may unilaterally amend Schedule 1.01(a)(iv) to Section 6.10remove any number of Cure Contracts as it so desires; (v) all goodwill, other intangible property, and causes of action, actions, claims and rights of any kind as against others (whether by contract or otherwise) relating to any of the Assets (including without limitation, the Intellectual Property), the Assumed Liabilities or the Business; (vi) all books and records (financial, accounting and other), correspondence, and all sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case arising under or relating to the Assets, the Assumed Liabilities or the Business Business; (collectivelyvi) all Permits, the “Books and Records”);if any; and (vii) all permits, licenses, approvals, franchises, notices and authorizations issued by Governmental Authorities related to the Business, if any, necessary to operate the Business (collectively the “Permits”) and all Permits issued after the date hereof and through the Closing Date, excluding only such Permits to the extent not legally transferable; (viii) all prepaid expenses, refunds (other than tax and insurance refunds), security and like deposits (other than Cure Deposits (as defined in the Synapse Purchase Agreement as in effect on the date of execution and delivery thereof, if any), securities, instruments and other investments of the Company related to the Business; and (ix) all rights, remedies and benefits of the Company arising under or relating to any of the Assets, the Assumed Liabilities or the Business, including, without limitation, rights, remedies and benefits arising out of express or implied warranties from manufacturers or suppliers of the Property or the Inventory (or components thereof), the other Assets or products purchased or ordered by the Company prior to the Closing Date (and in any case, any component thereof), and all causes and claims of action arising therefrom;set forth on Schedule 1.01(a)(vii) hereto.