Common use of Purchase of Acquired Assets Clause in Contracts

Purchase of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 1.3 hereof), Seller agrees to sell, assign, transfer and deliver to Cordia, free and clear of all liens, pledges, encumbrances, charges, restrictions, or claims of any kind, nature, or description and Cordia agrees to purchase for Consideration set forth in Section 1.2, the following tangible and intangible Acquired Assets and personal property owned by Seller and used in connection with the conduct of Seller’s business, where located, collectively referred to as the “Acquired Assets.” a) All right, title and interest of Seller in and to all customer lists (attached hereto in Schedules A1 – F1), all fixed Acquired Assets, all card brands, all vendor lists (attached hereto in Schedules A2 – F2), and any and all Acquired Assets determined by Cordia to be necessary to assume the business of Seller and its affiliated distributors, as well as the Acquired Assets identified in the Schedules attached to this Agreement; b) All right, title and interest of Seller in, to and under all contracts, agreements, commitments, arrangements and understandings, both oral and written, express and implied, associated with the Acquired Assets, in which Seller has been granted, among other things, the exclusive (or non-exclusive, as the case may be) right to operate, service, manage and otherwise maintain its operations; c) All right, title and interest of Seller in, to and under all maintenance, service and warranty agreements associated with any equipment or software, including but not limited to (i) all remaining and transferable warranties associated with any management information systems, software and programs installed in or utilized in connection with the equipment and the business as it relates thereto; and (ii) all maintenance, service and warranty agreements; d) All books and records, including electronic or computerized records and any documentation derived therefrom which relates to the business and the equipment, including without limitation, service records, quality control information, sales and marketing information, customer lists and information, usage and traffic reports, call data summaries, and any books and records relating to or containing information concerning any coin, commission, surcharge or other revenue generated by the Acquired Assets, commissions payable to site or property owners or lessees in connection therewith, and any other relevant financial data, provided, however, that Sellers shall be permitted to keep the originals of all financial, profit and loss analyses and tax related items and produce copies of same to Buyer; e) All supplies, spare parts, miscellaneous equipment and other items of inventory, utilized or operated in connection with the business (wherever the same may be located) which relate to the; Cordia Seller f) All rights of Seller in and to the software, programs, billing systems and management information systems installed in or utilized in connection with the Acquired Assets and the business as it relates thereto (collectively, the "Software"), together with all licenses and rights of use granted to Seller with respect thereto (collectively, the "Software Licenses"); g) the corporate names and logos (if any) of Seller, together with all goodwill associated with or otherwise accruing to Seller with respect to such names, logos, the Contracts and the business as it relates thereto (the "Goodwill"); and h) All right, title and interest of Seller in and to all other tangible and intangible Acquired Assets or personal property of Seller used in connection with the conduct of the business and not otherwise enumerated herein. i) The fixed asset list provided by the Seller attached to this Agreement as Schedule G. j) The inventory lists provided by the Seller attached to this Agreement as Schedules H and I.

Purchase of Acquired Assets. On Upon the terms and subject to the conditions set forth in execution of this Agreement, on Purchaser shall purchase and assume from the Closing Date (as defined in Section 1.3 hereof)Company, Seller agrees to and the Company shall sell, convey, assign, transfer and deliver to CordiaPurchaser, free and clear of all liens, mortgages, pledges, encumbrances, charges, restrictions, security interests or claims other encumbrances of any kindnature (collectively, nature“Encumbrances”), or description and Cordia agrees to purchase for Consideration set forth in Section 1.2, the following tangible and intangible Acquired Assets and personal property owned by Seller and used in connection with the conduct of Seller’s business, where located, collectively referred to as the “Acquired Assets.” a) All all right, title and interest of Seller in and to all customer lists of the assets and properties of the Company described below, including, without limitation (attached hereto in Schedules A1 – F1)collectively, all fixed the “Acquired Assets, ”): (i) all card brands, all vendor lists (attached hereto in Schedules A2 – F2), and any and all Acquired Assets determined by Cordia to be necessary to assume assets of the business of Seller and its affiliated distributors, Company as well as the Acquired Assets identified in the Schedules attached described on Exhibit A to this Agreement; b(ii) All rightall permits, title and interest of Seller inlicenses, to and under all contractsconsents, agreementsapprovals, commitmentsregistrations or other authorization issued, arrangements and understandings, both oral and written, express and implied, associated with the Acquired Assets, in which Seller has been granted, among other thingsgiven or otherwise made available by or under the authority of any state, local or federal government or political subdivision thereof (including any agency or commission) held by the exclusive (or non-exclusive, as the case may be) right to operate, service, manage and otherwise maintain its operations; c) All right, title and interest of Seller in, to and under all maintenance, service and warranty agreements associated with any equipment or software, including but not limited to (i) all remaining and transferable warranties associated with any management information systems, software and programs installed in or utilized Company in connection with the equipment and operation of the business as it relates thereto; and (ii) all maintenance, service and warranty agreements; d) All books and records, including electronic or computerized records and any documentation derived therefrom which relates to the business and the equipment, including without limitation, service records, quality control information, sales and marketing information, customer lists and information, usage and traffic reports, call data summaries, and any books and records relating to or containing information concerning any coin, commission, surcharge or other revenue generated by the Acquired Assets, commissions payable to site or property owners or lessees in connection therewith, and any other relevant financial data, provided, however, that Sellers shall be permitted to keep the originals of all financial, profit and loss analyses and tax related items and produce copies of same to Buyer; e) All supplies, spare parts, miscellaneous equipment and other items of inventory, utilized or operated in connection with the business (wherever the same may be located) which relate to the; Cordia Seller f) All rights of Seller in and to the software, programs, billing systems and management information systems installed in or utilized in connection with the Acquired Assets and the business as it relates thereto Business (collectively, the "Software"“Governmental Authorizations”), together with to the extent transferable, including without limitation all licenses permits and rights authorizations issued by the U.S. Food and Drug Administration; (iii) assignment of use granted to Seller the lease of the real property located at 0000 Xxxxxxx Xxxx Dr., Xxxxxxxxx, Nevada 89014, as entered into by the Company and landlord Suss Property, LLC (the “Assignment”); (iv) with respect thereto to the Business: all payor and supplier lists, inventory cost records, machinery and equipment records, sales and purchasing materials, employee policy manuals, quality control records and procedures; (v) all claims of the Company against third parties relating to the other Acquired Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; and (vi) all of the Company’s rights under the contracts and warranties relating to the Acquired Assets (collectively, the "Software Licenses"“Contract Rights”); g) , and all claims of the corporate names Company arising under all warranties and logos guarantees made by suppliers, vendors or others relating to Acquired Assets (if any) of Seller, together with all goodwill associated with or otherwise accruing to Seller with respect to such names, logoscollectively, the Contracts and the business as it relates thereto (the "Goodwill"“Warranty Rights”); and h) All right, title and interest of Seller in and to all other tangible and intangible Acquired Assets or personal property of Seller used in connection with the conduct of Contract Rights and Warranty Rights collectively being the business and not otherwise enumerated herein“Assigned Rights”. i) The fixed asset list provided by the Seller attached to this Agreement as Schedule G. j) The inventory lists provided by the Seller attached to this Agreement as Schedules H and I.

Purchase of Acquired Assets. On the terms and subject to the conditions set forth in of this Agreement, on at the Closing Date (as defined in Section 1.3 hereof1.3(a)) or such other time contemplated below, subject to Section 1.5, Seller agrees shall sell to sellBuyer indicated below, assignand such Buyer shall purchase from Seller, transfer all of Seller’s right, title and deliver interest in and to Cordia, the following assets free and clear of all liensLiens (collectively, pledges, encumbrances, charges, restrictions, or claims of any kind, nature, or description and Cordia agrees to purchase for Consideration set forth in Section 1.2, the following tangible and intangible Acquired Assets and personal property owned by Seller and used in connection with the conduct of Seller’s business, where located, collectively referred to as the “Acquired Assets.”): a(i) All other than the Excluded Assets, all of the assets, claims, and rights of every kind and nature of Seller, whether tangible (which shall be purchased by Alcon Vision) or intangible (including goodwill) (which shall be purchased by Alcon Swiss), wherever located and whether now existing or hereafter acquired, which are used or held for use by Seller exclusively or primarily in the conduct of the Business, including, in each case to the extent used or held for use by Seller exclusively or primarily in the conduct of the Business, all of Seller’s right, title and interest of Seller in and to all customer lists (attached hereto in Schedules A1 – F1), all fixed Acquired Assets, all card brands, all vendor lists (attached hereto in Schedules A2 – F2), and any and all Acquired Assets determined by Cordia to be necessary to assume the business of Seller and its affiliated distributors, as well as the Acquired Assets identified in the Schedules attached to this Agreement; b) All right, title and interest of Seller in, to and under all contracts, agreements, commitments, arrangements and understandings, both oral and written, express and implied, associated with the Acquired Assets, in which Seller has been granted, among other things, the exclusive (or non-exclusive, as the case may be) right to operate, service, manage and otherwise maintain its operations; c) All right, title and interest of Seller in, to and under all maintenance, service and warranty agreements associated with any equipment or software, including but not limited to (i) all remaining and transferable warranties associated with any management information systems, software and programs installed in or utilized in connection with the equipment and the business as it relates thereto; and (ii) all maintenance, service and warranty agreements; d) All books and records, including electronic or computerized records and any documentation derived therefrom which relates to the business and the equipment, including without limitation, service records, quality control information, sales and marketing information, customer lists and information, usage and traffic reports, call data summaries, and any books and records relating to or containing information concerning any coin, commission, surcharge or other revenue generated by the Acquired Assets, commissions payable to site or property owners or lessees in connection therewith, and any other relevant financial data, provided, however, that Sellers shall be permitted to keep the originals of all financial, profit and loss analyses and tax related items and produce copies of same to Buyer; e) All supplies, spare parts, miscellaneous equipment and other items of inventory, utilized or operated in connection with the business (wherever the same may be located) which relate to the; Cordia Seller f) All rights of Seller in and to the softwarefollowing: ​ (A) the Product inventory, programsraw materials used for Products, billing systems work in process of Products and management information systems installed finished goods of Products, including as held by Seller’s suppliers and distributors, in each case, as set forth on Schedule 1.1(a)(i)(A) (the “Inventory”) (all such Inventory shall be purchased by Alcon Vision); (B) all Commercial Information and Medical Information (all such Commercial Information and Medical Information shall be purchased by Alcon Vision); (C) each of the Contracts which relate to or utilized are used in connection the Business that are set forth on Schedule 1.1(a)(i)(C) (the “Assigned Contracts”) (all such Assigned Contracts shall be sold and assigned to Alcon Swiss), which Assigned Contract shall be assigned at Closing or such other time as is identified in Schedule 1.1(a)(i)(C); (D) all goods and services and all other economic benefits to be received subsequent to the Closing arising out of prepayments and payments made by Seller prior to the Closing exclusively or primarily in the conduct of the Business or otherwise arising from the Business or the Products, including as set forth on Schedule 1.1(a)(i)(D) (all such prepayments shall be purchased by Alcon Vision); and (E) except to the extent required by applicable Law to be maintained by Seller, all books, records, accounts, ledgers, files, documents, correspondence, studies, reports and other printed or written materials, including books of account, general, financial and accounting records, machinery and equipment maintenance files related to the Acquired Equipment, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including correspondence with any Governmental Entity), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, marketing and promotional surveys, material and research and files relating to the Business IP or other intellectual property included in the Acquired Assets (together with all Commercial Information and Medical Information, “Books and Records”) (all such Books and Records shall be purchased by Alcon Vision); (ii) the business as it relates thereto manufacturing equipment held by Seller’s suppliers and set forth on Schedule 1.1(a)(ii) (collectively, the "Software"“Acquired Equipment”) (all such Acquired Equipment shall be purchased by Alcon Vision); (iii) all Transferred IP, together with all licenses rights and rights remedies against past, present, and future violations thereof (all of use granted to Seller with respect thereto (collectively, the "Software Licenses"which shall be purchased by Alcon Swiss); g(iv) the corporate names Product INDs, the Product NDAs and logos NDA Data, which shall be transferred (if anyto Alcon Vision) on the NDA Transfer Date in accordance with Section 8.2; (v) the assets identified on Schedule 1.1(a)(v) (which shall be transferred to Alcon Vision or Alcon Swiss as indicated on such Schedule for each listed asset); (vi) all of Seller’s rights under warranties, together with indemnities and all goodwill associated with similar rights against third parties (other than insurance claims, refund and proceeds which are treated as set forth in clause (vii) below) to the extent transferrable and related to any Acquired Assets; ​ (vii) all of Seller’s rights to insurance claims, related refunds and proceeds thereunder to the extent related to any Acquired Assets; (viii) all rights to any actions of any nature to the extent related to the Acquired Assets or otherwise accruing to Seller with respect to such namesthe Assumed Liabilities, logos, the Contracts and the business as it relates thereto (the "Goodwill")whether arising by way of counterclaim or otherwise; and h(ix) All right, title the goodwill and interest of Seller in and to all other tangible and intangible Acquired Assets or personal property of Seller used in connection with the conduct going concern value of the business and not otherwise enumerated hereinBusiness (which shall be purchased by Alcon Swiss). i) The fixed asset list provided by the Seller attached to this Agreement as Schedule G. j) The inventory lists provided by the Seller attached to this Agreement as Schedules H and I.

Purchase of Acquired Assets. On the terms and subject to the conditions set forth in of this Agreement, on at the Closing Date (as defined in Section 1.3 hereof1.3(a)), subject to Section 1.5, Seller agrees to shall sell, assignconvey, assign and transfer to Buyer, and deliver Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in and to Cordiathe following assets (but excluding all Excluded Assets (as defined in Section 1.1(b))) (collectively, excluding any Excluded Assets, the “Acquired Assets”), free and clear of all liensLiens other than Permitted Liens: (i) any assets, pledgesrights, encumbrancesproperties, charges, restrictions, or claims and contracts of any kind, Seller and its Affiliates as of the Closing of every nature, kind and description, whether tangible or description intangible, real, personal or mixed, accrued or contingent, wherever located and Cordia agrees whether now existing or hereinafter acquired prior to purchase for Consideration set forth the Closing, in Section 1.2each case, the following tangible and intangible Acquired Assets and personal property owned if primarily related to or used primarily by Seller and used or its Affiliates in connection with the conduct of the Business, including all of Seller’s business, where located, collectively referred to as the “Acquired Assets.” a) All and its Affiliates’ right, title and interest of Seller in and to the following: (A) all customer lists (attached hereto equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property, in Schedules A1 – F1)the case of each item of any of the foregoing, all fixed Acquired Assets, all card brands, all vendor lists (attached hereto in Schedules A2 – F2), and any and all Acquired Assets determined if such item is primarily related to or used primarily by Cordia to be necessary to assume the business of Seller and its affiliated distributorsAffiliates in the conduct of the Business (collectively, as well as the “Acquired Equipment”), and, to the extent transferable, all warranties and guarantees, if any, express or implied, existing for the benefit of Seller primarily in respect of the Acquired Assets identified Equipment; (B) all inventory of raw materials, work in process, finished goods, office supplies, maintenance supplies and packaging materials, together with spare parts, supplies and marketing and promotional materials, in the Schedules attached case of each item of any of the foregoing, if such item is primarily related to this Agreementor used primarily by Seller or its Affiliates in the conduct of the Business; b(C) All rightto the extent transferable, title all management information systems, including hardware and interest software, in the case of each item of any of the foregoing, if such item is primarily related to or used primarily by Seller inor its Affiliates in the conduct of the Business (the “Acquired Systems”); provided, however, that Buyer shall be solely responsible for all payments to third parties required to effect the transfer of the Acquired Systems; (D) all customer lists, vendor lists, catalogs, research material, technical information, trade secrets, technology, know-how, specifications, designs, drawings and under processes and quality control data, if any, in each case if primarily related to or used primarily by Seller or its Affiliates in the conduct of the Business (collectively, the “Acquired Information”); provided, however, that Buyer shall be solely responsible for all payments to third parties required to effect the transfer of the Acquired Information; (E) all contracts, agreements, commitmentslicenses of Intellectual Property, arrangements commitments and understandings, both oral and written, express and implied, associated with the Acquired Assetsleases, in which Seller has been granted, among other things, the exclusive (or non-exclusive, as the case may be) right to operateof any such contract, serviceagreement, manage and otherwise maintain its operations; c) All rightlicense of Intellectual Property, title and interest commitment or lease, if such contract, agreement, license of Seller inIntellectual Property, to and under all maintenance, service and warranty agreements associated with any equipment commitment or software, including but not limited to (i) all remaining and transferable warranties associated with any management information systems, software and programs installed in or utilized in connection with the equipment and the business as it relates thereto; and (ii) all maintenance, service and warranty agreements; d) All books and records, including electronic or computerized records and any documentation derived therefrom which relates to the business and the equipment, including without limitation, service records, quality control information, sales and marketing information, customer lists and information, usage and traffic reports, call data summaries, and any books and records relating lease is primarily related to or containing information concerning any coin, commission, surcharge used primarily by Seller or other revenue generated by its Affiliates in the Acquired Assets, commissions payable to site or property owners or lessees in connection therewith, and any other relevant financial data, provided, however, that Sellers shall be permitted to keep conduct of the originals of all financial, profit and loss analyses and tax related items and produce copies of same to Buyer; eBusiness (but excluding those identified on Schedule 1.1(b)(vi)) All supplies, spare parts, miscellaneous equipment and other items of inventory, utilized or operated in connection with the business (wherever the same may be located) which relate to the; Cordia Seller f) All rights of Seller in and to the software, programs, billing systems and management information systems installed in or utilized in connection with the Acquired Assets and the business as it relates thereto (collectively, the "Software"), together with all licenses and rights of use granted to Seller with respect thereto (collectively, the "Software Licenses"“Transferred Contracts”); g(F) to the corporate names and logos extent transferable, all licenses, permits or franchises issued by any Governmental Entity (as defined in Section 2.4(b)), in the case of any such license, permit or franchise, if anysuch license, permit or franchise is primarily related to or used primarily by Seller or its Affiliates in the use, maintenance, operation or occupation of the Owned Facility (as defined in Section 1.1(a)(ii)) of Seller, together with all goodwill associated with or otherwise accruing to Seller with respect to such names, logos, the Contracts and the business as it relates thereto (the "Goodwill"); and h) All right, title and interest of Seller in and to all other tangible and intangible Acquired Assets or personal property of Seller used in connection with the conduct of the business Business; (G) all accounts receivable and other receivables in existence at the Closing (whether or not otherwise enumerated herein.billed) to the extent arising from the conduct of the Business; i(H) The fixed asset list provided in each case if primarily related to or used primarily by Seller or its Affiliates in the conduct of the Business, (1) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from the Acquired Assets or the Assumed Liabilities or the Business, and all defenses and rights of offset or counterclaim relating to the Assumed Liabilities, in each case including all proceeds, monies and recoveries therefrom received following the Closing Date, and (2) to the extent transferable, all rights of Seller or any of its Affiliates pursuant to any express or implied warranties, representations, indemnities or guarantees made by suppliers, manufacturers, contractors and other third parties under any Transferred Contract (collectively, “Business Rights”); (I) all goods and services and all other economic benefits to be received subsequent to the Closing arising out of prepayments and payments made by Seller or its Affiliates prior to the Closing primarily related to or used primarily by Seller or its Affiliates in the conduct of the Business; (J) all originals and copies of books, records, accounts, ledgers, files, documents, correspondence, studies, reports, drawings, artwork, working art files, electronic artwork, electronic book files, correspondence with authors, illustrators and book designers and other electronic, printed or written materials except to the extent (1) such item is identified on Schedule 1.1(b)(ii) or (2) Seller is prohibited under applicable law from transferring such documents, in the case of each item of any of the foregoing, if such item is primarily related to or used primarily by Seller or its Affiliates in the conduct of the Business (“Business Files”) (provided, for the avoidance of doubt, neither the Acquired Assets nor the Business Files shall include any personnel or other employment-related records); (K) all international standard book numbers actually used by the Business in connection with any titles transferred pursuant to a Transferred Contract; and (L) all domain names, know-how, trade secrets or other Intellectual Property rights (other than patents and patent applications, trademark registrations and trademark registration applications and copyright registrations and copyright registrations applications), in the case of each item of any of the foregoing, if such item is primarily related to or used primarily by Seller or its Affiliates in the conduct of the Business, including the goodwill of the Business as a going concern; (ii) the owned real property set forth on Schedule 1.1(a)(ii) attached hereto (the “Owned Facility”), including all structures, improvements and fixtures located thereon and all rights of way, other rights, privileges, licenses, easements and appurtenances belonging or pertaining thereto; (iii) all trademark registrations and trademark registration applications (together with the goodwill associated therewith) set forth on Schedule 1.1(a)(iii) or otherwise exclusively related to this Agreement as Schedule G. j) The inventory lists provided or exclusively used by the Seller attached Business, including all rights to this Agreement as Schedules H xxx and I.collect damages for past, present or future infringement thereof; (iv) all copyright registrations and copyright registration applications set forth on Schedule 1.1(a)(iv) or otherwise exclusively related to or exclusively used by the Business (such copyright registrations and copyright registration applications, collectively with the intellectual property set forth on Schedule 1.1(a)(iii), the “Acquired Registered Intellectual Property”), including all rights to xxx and collect damages for past, present and future infringement thereof; and (v) the assets identified on Schedule 1.1(a)(v).

Purchase of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 1.3 hereof)Date, the Purchaser shall purchase from the Seller agrees to and the Seller shall sell, assigntransfer, transfer convey, assign and deliver to Cordiathe Purchaser, free and clear of all liensLiens, pledgesother than Permitted Liens, encumbrances, charges, restrictions, or claims all of any kind, nature, or description and Cordia agrees to purchase for Consideration the following assets as of the Closing Date (the “Acquired Assets”): (i) All inventory (other than Excluded Inventory) as set forth in Section 1.2on Schedule 2.1(a)(i) of the Disclosure Schedule (collectively, the “Inventory”), together with all rights of the Seller with respect to all claims, warranties, returns and refunds against the manufacturers, suppliers and distributors of the Inventory with respect to the Inventory. The Parties acknowledge that all or a portion of the Inventory may, at Purchaser’s sole election, remain in its current warehouse location pursuant to the Transition Services Agreement hereinafter described; (ii) All of the following tangible assets owned or used by the Seller in the Business as of the Closing Date, other than the Excluded Assets: (1) All Proprietary Rights, including all domain names, patents, service marks and intangible Acquired Assets trademarks, (2) all patent, service marks and trademarks listed or described on Schedule 2.1(a)(ii)(2) of the Disclosure Schedule (collectively, the “Patent and Trademark Assets”); and (3) the Website and the following assets relating to the operation of the Website and the Business operated on or through the Website: (A) the Domain Names, (B) the web commerce applications listed on Schedule 2.1(a)(ii)(3) of the Disclosure Schedule, (C) all vendor lists, (D) all customer lists, including email addresses and customer transaction history, (E) all confidential customer information or personal property owned by Seller and used identifiable information in connection with the conduct of Seller’s businesspossession or control, where locatedto the extent permitted by (x) applicable laws, rules and regulations, whether federal, state or local, domestic or foreign, and (y) the rules, regulations and policies of credit card issuers and processors and industry associations, including PCI Security Standards Council), (F) all phone and fax numbers, (G) all marketing materials and (H) all goodwill relating to the foregoing (the Website and the preceding clauses (A) through (H) being collectively referred to as the “Acquired Website Assets.” a) All right,” and, title collectively, with the Proprietary Rights and interest of Seller in the Patent and to all customer lists (attached hereto in Schedules A1 – F1), all fixed Acquired Trademark Assets, all card brandsthe “Intangible IT Assets”). The Intangible Assets shall be delivered, all vendor lists (attached hereto to the extent practicable, in Schedules A2 – F2), and any and all Acquired Assets determined by Cordia to be necessary to assume the business of Seller and its affiliated distributors, as well machine readable or electronic form or as the Acquired Assets identified in the Schedules attached to this Agreement; b) All right, title and interest of Seller in, to and under all contracts, agreements, commitments, arrangements and understandings, both oral and written, express and implied, associated with the Acquired Assets, in which Seller has been granted, among other things, the exclusive (or non-exclusive, as the case may be) right to operate, service, manage and Parties otherwise maintain its operations; c) All right, title and interest of Seller in, to and under all maintenance, service and warranty agreements associated with any equipment or software, including but not limited to (i) all remaining and transferable warranties associated with any management information systems, software and programs installed in or utilized in connection with the equipment and the business as it relates thereto; and (ii) all maintenance, service and warranty agreements; d) All books and records, including electronic or computerized records and any documentation derived therefrom which relates to the business and the equipment, including without limitation, service records, quality control information, sales and marketing information, customer lists and information, usage and traffic reports, call data summaries, and any books and records relating to or containing information concerning any coin, commission, surcharge or other revenue generated by the Acquired Assets, commissions payable to site or property owners or lessees in connection therewith, and any other relevant financial data, provided, however, that Sellers shall be permitted to keep the originals of all financial, profit and loss analyses and tax related items and produce copies of same to Buyer; e) All supplies, spare parts, miscellaneous equipment and other items of inventory, utilized or operated in connection with the business (wherever the same may be located) which relate to the; Cordia Seller f) All rights of Seller in and to the software, programs, billing systems and management information systems installed in or utilized in connection with the Acquired Assets and the business as it relates thereto (collectively, the "Software"), together with all licenses and rights of use granted to Seller with respect thereto (collectively, the "Software Licenses"); g) the corporate names and logos (if any) of Seller, together with all goodwill associated with or otherwise accruing to Seller with respect to such names, logos, the Contracts and the business as it relates thereto (the "Goodwill"); and h) All right, title and interest of Seller in and to all other tangible and intangible Acquired Assets or personal property of Seller used in connection with the conduct of the business and not otherwise enumerated hereinagree. i) The fixed asset list provided by the Seller attached to this Agreement as Schedule G. j) The inventory lists provided by the Seller attached to this Agreement as Schedules H and I.