Purchase and Sale of Purchased Assets Subject to the provisions of Sections 2.2 and 6.2, at the Closing the Purchaser will purchase from the Seller, and the Seller will sell, transfer, assign, convey and deliver to the Purchaser, all right, title and interest in and to all of the assets, rights and properties that are owned by the Seller, wherever such assets, rights or properties are located and whether or not such assets, rights or properties are reflected on the Interim Balance Sheet (collectively, the "PURCHASED ASSETS"), listed below in this Section 2.1, in each case as the same exist as of the Closing Date:
(a) all of Seller's work in progress from and after May 1, 2000, which shall include commitments for forward advertising and, in the aggregate, total at least $22,000 as listed on SCHEDULE 2.1(A) (collectively, the "WORK IN PROGRESS");
(b) all contracts, agreements, letter contracts, purchase orders, delivery orders, task orders, teaming agreements, leases, licenses, instruments, guaranties, bids, proposals and commitments to which the Seller is a party, including those listed on SCHEDULE 4.11 and including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Seller's stock or assets, all unfilled orders for the purchase of goods or services by the Seller and all unfilled orders for the sale of goods or services by the Seller (collectively, the "CONTRACTS");
(c) all machinery, equipment, computers and computer hardware, spare parts, furniture and fixtures owned by the Seller, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller under the Equipment Leases;
(d) all patents, patent disclosures, trademarks, service marks, trade dress, logos, trade names, domain names, copyrights and mask works, and all registrations, applications and associated good will for each of the foregoing, owned by the Seller, including those listed on SCHEDULE 4.15, and all computer software (including source and object codes), computer programs, computer data bases and related documentation and materials, data, documentation, trade secrets, confidential business information (including ideas, formulas, compositions, inventions, know-how, manufacturing and production processes and techniques, research and development information, drawings, designs, plans, proposals and technical data, financial, marketing and business data, and pricing and cost information), and the name "Chili Pepper", and other intellectual property rights (in whatever form or medium) owned by the Seller (collectively, the "INTELLECTUAL PROPERTY"), PROVIDED, HOWEVER, that the person(s) responsible for creating any of the foregoing works, including Xxxxxx and/or any Seller Employees, may claim credit for creating such works on their resume or in their portfolio;
(e) to the extent legally assignable, all Permits held by the Seller;
(f) all claims, deposits (including, without limitation, deposits held by the landlord pursuant to the lease for the Leased Real Property), prepayments, prepaid assets, causes of action, rights of recovery, rights of set off, rights of recoupment and attorney-client, work product and other legal privileges (to the extent relating to any of the Purchased Assets or Assumed Liabilities) of the Seller, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract to the extent such rights relate to any Assumed Liability or any casualty affecting any of the Purchased Assets;
(g) all books, records, ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller;
(h) the real property leased by the Seller pursuant to the lease agreement set forth on SCHEDULE 4.11 to this Agreement and, to the extent covered by the lease relating to such leased real property, all fixtures, machinery, installations, equipment, leasehold improvements and other property attached thereto or located thereon (collectively, the "LEASED REAL PROPERTY");
(i) cash of the Seller (including for this purpose all collected funds received in bank accounts owned by the Seller through 12:01 A.M., Boston, Massachusetts time, on the Closing Date in an amount not less than Twenty-Two Thousand Dollars ($22,000.00);
(j) prepayments made by Seller for items set forth on SCHEDULE 2.1(J) to this Agreement; and
(k) the extranet currently under development by Aztec Consulting.
Purchase and Sale of Assets Upon and subject to the terms and conditions hereof, at the Closing, Arrow shall sell, transfer and assign to Acquisition Sub, and Acquisition Sub shall purchase and acquire from Arrow, all right, title and interest in and to the assets utilized in connection with the performance and technical and administrative support of the Business, including the following assets (the “Dagger Assets”), in each case free and clear of all Security Interests, except Permitted Encumbrances:
2.1.1 all contracts and other arrangements relating to the Business pursuant to which Arrow is providing goods and/or services, and all proposals, bids and offers for future such contracts and arrangements, including the contracts and other arrangements, proposals, bids and offers listed on Schedule 2.1.1 (the “Dagger Engagements”);
2.1.2 all contracts and other arrangements pursuant to which Arrow formerly provided goods and/or services relating to the Business, excluding the contracts and other arrangements listed on Schedule 2.1.2 (the “Dagger Completed Engagements”);
2.1.3 all other contracts relating to the Business and to which Arrow is a party, including employment agreements, nondisclosure agreements, teaming agreements, joint ventures, joint marketing agreements, consulting agreements and subcontracts (the “Dagger Contracts”), but excluding the Dagger Leases, regardless of whether Arrow has obtained any necessary consents to the assignment of such Dagger Contracts;
2.1.4 all of the leases, subleases, licenses or other agreements for the use of physical locations listed on Schedule 2.1.4 (the “Dagger Leases”);
2.1.5 all prepaid expenses, deposits, advances, other prepayments and related rights paid or obtained by Arrow relating to the Business, (other than those, if any, which constitute Excluded Assets under Section 2.2) that exist as of the Closing;
2.1.6 all of the rights in or relating to intellectual property described in the Ancillary Agreement relating to intellectual property, the form of which is attached as Exhibit A (the “Intellectual Property Agreement”);
2.1.7 all of Arrow’s training materials, speaking materials and sales or promotional materials that relate to the Business;
2.1.8 all of Arrow’s tangible assets primarily relating to the Business (other than those tangible assets, if any, which constitute Excluded Assets under Section 2.2), including all furniture, fixtures, machinery, office and other equipment and leasehold improvements relating to the Business and all other tangible assets as materially listed on Schedule 2.1.8 (the “Dagger Tangible Assets”);
2.1.9 all of Arrow’s accounts receivable and unbilled accounts receivable and work-in-process that relate to the Business (the “Dagger Receivables” and the “Dagger Work-In-Process,” respectively);
2.1.10 all books, papers, ledgers, documents and records relating to the Dagger Assets, including all records and documents relating to the Dagger Engagements, the Dagger Contracts, the Dagger Receivables, the Dagger Work-In-Process and the Dagger Obligations (provided that Arrow may retain copies of such books, papers, ledgers, documents and records), as well as complete copies of all other books, papers, ledgers, documents and records relating to the Dagger Assets.
2.1.11 all inventory and supplies related to the Business;
2.1.12 all Permits relating to the Business or the Dagger Facilities, including the permits listed on Schedule 2.1.12, to the extent the same may be transferred; and
2.1.13 all of Arrow’s other tangible and intangible assets related to the Business.
2.1.14 all of Arrow’s capital stock and other voting interests in the Dagger Subsidiaries (collectively, the “Dagger Subsidiary Shares”).
