Common use of Purchased Assets Clause in Contracts

Purchased Assets. Subject to the terms and conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets), on the Closing Date, Xxxxxxx Polymer shall sell, convey, transfer, assign and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase and accept from Xxxxxxx Polymer, all right, title and interest of Xxxxxxx Polymer in and to all of the assets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily in the Business (except for the Excluded Assets), as such purchased assets exist on the Closing Date, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in the Business, as such assets exist on the Closing Date (collectively, the “Purchased Assets”): (i) the Contracts of Xxxxxxx Polymer, including the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(a) of the Disclosure Schedule; (ii) the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closing), other than the Excluded Note Receivable; (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirements.

Purchased Assets. Subject to At the terms and conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets)Closing, on the Closing Date, Xxxxxxx Polymer Seller shall sell, transfer, convey, assign and deliver, or shall cause its Subsidiaries other than the Transferred Entities to sell, transfer, convey, assign and deliver deliver, to Buyer or one of its Affiliates designated by Buyerthe Purchaser, and Buyer or one of its Affiliates designated by Buyer the Purchaser shall purchase purchase, acquire and accept from Xxxxxxx Polymerthe Seller or such Subsidiaries, all of the Seller’s or such Subsidiaries’ right, title and interest of Xxxxxxx Polymer in in, to and to all of under the following assets, propertiesproperties and rights, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily in to the Business (except for the Excluded Assets), as extent such purchased assets exist on the Closing Date, including all right, title and interest exist as of Xxxxxxx Polymer in and immediately prior to the following assets used primarily in Closing and are not otherwise sold, transferred, conveyed, assigned and delivered to the Business, as such assets exist on Purchaser indirectly by the Closing Date Purchaser’s purchase of the Equity Interests (collectively, the “Purchased Assets”), free and clear of all Liens (other than Liens of the type specified in clauses (i) through (iv) of the definition of Permitted Liens and, in the case of Liens of the type specified in clauses (i) through (iii) of the definition of Permitted Liens, solely to the extent that such Liens are related to the Business): (i) subject to Section 2.8 and Section 2.9, all of the Seller’s or such Subsidiaries’ rights, interests, claims and benefits under (A) the Contracts of Xxxxxxx Polymer, including the Material Contracts of Xxxxxxx Polymer identified set forth in Section 9.08(aI of Schedule I, (B) of any other Contracts that are primarily related to the Disclosure Schedule; (ii) the Receivables of Xxxxxxx Polymer (whichBusiness, but not, for the avoidance of doubt, will the Credit Agreements or any other documents entered into in connection therewith, and (C) any other Contracts that are related to the Business (but not primarily related to the Business) that the Purchaser and the Seller (each acting reasonably) agree is reasonably necessary for the continued operation of the Business and should be treated in accordance with Section 2.9 ((A) through (C) collectively, the “Transferred Contracts”), in each case, to the extent related to the Business; (ii) subject to Section 2.8 and Section 2.9, all prepaid expenses, credits, deposits and advance payments (including prepaid leases and prepaid rentals) to the Securitization Program at extent related to any Transferred Contract or any Contract to which to any Transferred Entity is a party, in each case, to the time of extent related to the Closing), other than the Excluded Note ReceivableBusiness; (iii) subject to Section 2.8 and Section 2.9, all accounts receivable (including all categories of accounts receivable set forth in Section 1.1(a) of the Owned Real Property located at SeafordDisclosure Schedule) and other claims for money, Delawarein each case, to the extent related to Transferred Contracts or the Business; (iv) all finished or unfinished goods, merchandise, products, raw materials, supplies, works in progress, inventory, packaging, labels, supplies and stock in trade, goods in transit, in each case primarily used or held for use in the Intellectual Property of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part conduct of the Business (the “Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded AssetsInventory”); (v) all fixtures, tools, equipment, machinery, parts, spare parts, tools and other tangible assets located at the Files Leased Real Property or the Owned Real Property and Records of Xxxxxxx Polymerused or held for use primarily in connection with the Business; (vi) all advertising motor vehicles and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and other transportation equipment used or held for use primarily in connection with the like of Xxxxxxx PolymerBusiness; (vii) (A) the Machinery tangible IT Assets set forth in Section III(a) of Schedule I and Equipment (B) the tangible IT Assets owned by the Seller or one of Xxxxxxx Polymer, other than its Subsidiaries that are primarily used or held for use in connection with the Excluded EquipmentBusiness; (viii) (A) the Permits Registered Intellectual Property set forth in Section III(b) of Xxxxxxx PolymerSchedule I, (B) the unregistered Intellectual Property owned by the Seller or one of its Subsidiaries which is primarily used or held for use in connection with the Business and (C) the right to enforce the extent transferablerights described in the immediately preceding clauses (A) and (B) (collectively, other than Permits with respect to the Waxdale Facility“Purchased Intellectual Property”); (ix) subject to Section 2.8, all Permits that are primarily related to the Inventory Business to the extent such Permits may be transferred to the Purchaser under applicable Law and by the terms of Xxxxxxx Polymer, including the Inventory at the Waxdale Facilitysuch Permits; (xA) all prepaid rentbooks and records, utilitiesinvoices, deposits manifests, reports, policies, materials, ledgers, files, photographs, literature, research, data, lists, plats, drawings, correspondence and other prepaid items of Xxxxxxx Polymer documents and files, whether in paper, computer, electronic or other form, that are exclusively related to the Business, including all sales, promotion, advertising, Transferred Employee records and files (including emails, contact lists and archived emails and chat logs) (except to the extent prohibited under applicable Law), market research and other files exclusively related to the Waxdale FacilityBusiness (other than Tax Returns of the Seller or its Subsidiaries (other than the non-income Tax Returns of the Transferred Entities and any income Tax Returns of the Transferred Entities that are filed on a separate basis)) and (B) copies of all items listed in clause (A) to the extent such items are related to the Business but not exclusively related to the Business, redacted as appropriate with respect to matters that are not related to the Business; (xi) the minority Equity Interests held by Xxxxxxx Polymer any other asset, property or right listed or described in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; andSchedule I; (xii) any Files owned real property primarily used or Records held for use in the conduct of the Business; (xiii) all Permitted Cash as of the Effective Time; (xiv) any assets reflected or accounted for in Closing Net Working Capital; (xv) any rights to insurance recoveries with respect to the Business, the Purchased Assets or the Assumed Liabilities under any current or prior insurance policies of the Seller and its Subsidiaries; (xvi) all rights in respect of any loans made by the Seller or its Subsidiaries to current or former Business Employees; (xvii) any Company Employee Plan and any assets of any such Company Employee Plan; (xviii) (A) all attorney-client privilege and attorney-work product protection of the Seller or its Subsidiaries to the extent relating to the Xxxxxxx Polymer EmployeesBusiness or otherwise associated with the Business as a result of legal counsel representing the Seller, its Subsidiaries or the Business, other than in connection with the transactions contemplated by this Agreement, the Current Waxdale Employeesprocess conducted by the Seller and its Representatives for the sale of the Business or the Seller’s entry into the Merger Agreement; and (B) all documents subject to the attorney-client privilege and work-product protection described in the immediately preceding clause (A); provided, however, that the Seller shall be entitled to assert (but not, for the avoidance of doubt, to waive) any such privilege or protection in connection with any third party claim not involving the Purchaser or any of its Affiliates (including for this purpose any Vintage Person), on the one hand, and the Seller or any of its Affiliates (including for this purpose any ESL Person), on the other hand; (xix) subject to Section 2.8 and Section 2.9, any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunderasset, except property or right of the Seller or any of its Subsidiaries primarily used or held for use in the conduct of the Business; and (xx) all Actions, choses in action, rights of recovery and rights of set-off or reimbursement of any kind, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, of the Seller or any of its Subsidiaries with respect to the extent transfer assets listed in the preceding clauses of this Section 2.1(b) or otherwise primarily related to the Business, including rights to recover past, present and sale is prohibited by Legal Requirementsfuture Losses in connection therewith.

Purchased Assets. Subject to On the terms and subject to the conditions of set forth in this Agreement (including Section 2(b) below pertaining to Excluded Assets)Agreement, on at the Closing DateClosing, Xxxxxxx Polymer Seller shall sell, convey, transferassign, assign transfer and deliver deliver, or shall cause to Buyer be sold, conveyed, assigned, transferred or one delivered, to Purchaser, free and clear of its Affiliates designated by Buyerall Liens, except for Permitted Liens, and Buyer or one of its Affiliates designated by Buyer Purchaser shall purchase purchase, acquire and accept from Xxxxxxx PolymerSeller, all right, title and interest of Xxxxxxx Polymer in and to all of the following assets, properties, claims rights and rights (whether realContracts that are owned, personal, tangible leased or licensed by Seller and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily exclusively in the conduct of the operation of the Business (except for by Seller to manufacture and sell the Excluded Assets), Product and related services as such purchased assets exist on the Closing Date, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in the Business, as such assets same shall exist on the Closing Date and (collectively, the “Purchased Assets”): (i) the Contracts of Xxxxxxx Polymerall tangible personal property, machinery, equipment (including the Material Contracts of Xxxxxxx Polymer identified vehicles), tooling and fixtures and interests therein, as listed in Section 9.08(a2.01(a)(i) of the Disclosure ScheduleSchedules, transferred pursuant to the Xxxx of Sale in form attached hereto as Exhibit C; (ii) all Contracts of Seller (and all rights thereunder), listed in Section 2.01(a)(ii) of the Receivables of Xxxxxxx Polymer (whichDisclosure Schedules, for the avoidance of doubt, will not be subject assigned pursuant to the Securitization Program at Assignment and Assumption Agreement in the time of form attached hereto as Exhibit D (the Closing“Assumed Contracts”), other than to the Excluded Note Receivableextent assignable; (iii) all of Seller’s causes of action against third parties relating exclusively to the Owned Real Property located at SeafordPurchased Assets or any Assumed Liability, Delawareincluding unliquidated rights under manufacturers’ and vendors’ warranties, other than any Excluded Assets of the type described in Section 2.01(b)(ix) below, assigned pursuant to the Assignment and Assumption Agreement in the form attached hereto as Exhibit D; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software Patents and Trademarks listed on Exhibit 2(a)(ivin Section 2.01(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing andDisclosure Schedules, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing assigned pursuant to the terms Assignment of Patent and conditions of Trademarks in form attached hereto as Exhibit I (the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets“Purchased Registered Intellectual Property”); (v) to the Files and Records extent transferrable, the licenses to Software listed in Section 2.01(a)(v) of Xxxxxxx Polymerthe Disclosure Schedules (the “Transferred Software”); (vi) all advertising rights of Seller in the Product Intellectual Property, including by assignment of the Technology License pursuant to the Assignment and marketing materialsAssumption Agreement in the form attached hereto as Exhibit D, mailing lists, sales literature, brochures, hand-outs, sales sheets and a copy of which will be provided by Purchaser to pursuant to Section 7.01(a)(iii) of the like of Xxxxxxx PolymerTechnology License; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than any Excluded Assets of the Excluded Equipmenttype described in Section 2.01(b)(xi) and Section 2.01(b)(xii) below, all books, records, files and papers of Seller, whether in hard copy or computer format, used exclusively in connection with the Product , including engineering information, financial and accounting records, marketing plans and market research, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, lists of present and former customers and distributors, personnel and employment records for Transferred Employees maintained at the Facility and copies of any information relating to Taxes for which Purchaser is liable pursuant to Section 5.07; (viii) all goodwill associated with any of the Permits of Xxxxxxx Polymer, to assets described in the extent transferable, other than Permits with respect to the Waxdale Facility;foregoing clauses; and (ix) the Inventory of Xxxxxxx Polymersubject to Section 2.02, including the Inventory all transferrable Environmental Permits held by or in connection with operations at the Waxdale Facility;; and (x) all prepaid rentof Seller’s right, utilitiestitle and interest in respect of the Seller’s lease of the Facility, deposits and other prepaid items including all rights of Xxxxxxx Polymer except Seller to the extent related improvements, fixtures and appurtenances thereto and rights in respect thereof, with respect to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer machinery, equipment, tooling and fixtures, as described in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal RequirementsSection 2.01(a)(i).

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assetsthe exclusions set forth in SECTION 2.2), on the Closing Date, Xxxxxxx Polymer Sellers shall sell, convey, transfer, assign assign, convey and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase from Sellers, on a going concern basis, free and accept from Xxxxxxx Polymerclear of all Encumbrances (except for Permitted Encumbrances), all right, title the Business and interest of Xxxxxxx Polymer in the goodwill associated therewith and to all of the assets, properties, claims assets and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and properties of any Seller of every kind, nature, type kind and description, wherever located) , real, personal or mixed, tangible or intangible, used primarily in connection with the Business (except for as the Excluded Assets), as such purchased assets same shall exist on the Closing DateDate (herein collectively called the "Purchased Assets"), including all right, title and interest of Xxxxxxx Polymer in each Seller in, to and to under: (a) all of the following assets used primarily in reflected on the BusinessBalance Sheet, as such except those assets exist on disposed of or converted into cash after the Balance Sheet Date and through the Closing Date in the ordinary course of business; (collectivelyb) all notes and accounts receivable generated by the Business including Certified rebate receivables and coupon clearing receivables; (c) all inventory of the Divisions; (d) the Governmental Permits listed in SCHEDULE 5.9; (e) all prepaid expenses, including coolers/totes, miscellaneous prepaids, prepaid catalog/rent, technical support reserve and miscellaneous Maryland Division items; (f) the “Purchased Assets”):real estate leases (and leasehold improvements relating thereto) listed in SCHEDULE 5.11 and all deposits related thereto; (g) the machinery, equipment, vehicles, furniture and other personal property listed or referred to in SCHEDULE 5.13; (h) the personal property leases listed in SCHEDULE 5.14 and all deposits related thereto; (i) the Contracts of Xxxxxxx PolymerCopyrights, including Patent Rights and Trademarks (and all goodwill associated therewith), and the Material Contracts of Xxxxxxx Polymer identified agreements, contracts, licenses, sublicenses, assignments and indemnities listed in Section 9.08(aSCHEDULE 5.15, except for items a, b, d, e, i and j listed under (a) of the Disclosure Schedulein SCHEDULE 5.15; (iij) the Receivables of Xxxxxxx Polymer (whichcontracts, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closing), other than the Excluded Note Receivableagreements or understandings listed or described in SCHEDULE 5.20; (iiik) all Trade Secrets and other proprietary or confidential information used primarily in or relating primarily to the Owned Real Property located at Seaford, DelawareBusiness; (ivl) the Intellectual Property Software listed in SCHEDULE 5.15 except to the extent Software listed under (b) (I) (1), (2) or (3) of Xxxxxxx PolymerSCHEDULE 5.15 resides on computers located at Parent; (m) all of any Seller's rights, together with claims or causes of action against third parties relating to the right Business (to use the software used by extent such claims or causes of action relate to the Business), or the assets or properties of the Business (to the extent such rights, claims or causes of action relate to such assets) arising out of transactions occurring prior to the Closing Date; (n) all books and records (including all data and other information stored on discs, tapes or other media) of any Seller relating primarily to the Business or the assets or properties of the Business, including the software listed on Exhibit 2(a)(ivsales, advertising and marketing materials; (o) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included all telephone, telex and telephone facsimile numbers and other directory listings utilized by any Seller primarily in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place connection with the applicable Subsidiary after the Closing andBusiness; (p) all customer lists, thereforecustomer data and databases, will be available for use by the Business after the Closing; customer mailing and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available subscription lists and customer records relating to the Business after in whatever form or medium such information is contained (the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets"Customer Data"); (vq) the Files names "Scotty's", "Scotty's Market" and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets "Scotty's Home Market" and the like domain name "xxx.xxxxxxxxxxxxx.xxx," "xxx.xxxxxxxxxxxxxxxxx.xxx," "xxx.xxxxxxxxxx.xxx" and "xxx.xxxxxxxxxxxxxxxx.xxx" and the associated web sites (and all content of Xxxxxxx Polymer; (viisuch web sites) the Machinery and Equipment of Xxxxxxx Polymeror similar trade names, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymertrademarks, service marks or logos to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) same incorporate the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporationname "Scotty's," "Scotty's Market," "Scotty's Home Market" or "Scottysmkt"; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirements.

Purchased Assets. Subject to Upon the terms and subject to the satisfaction of the conditions of contained in this Agreement (including Section 2(b) below pertaining to Excluded Assets)Agreement, on at the Closing DateClosing, Xxxxxxx Polymer shall Seller will sell, assign, convey, transfer, assign and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall will purchase and accept acquire from Xxxxxxx PolymerSeller, free and clear of all right, title and interest of Xxxxxxx Polymer in and to all of the assets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily in the Business Encumbrances (except for the Excluded AssetsPermitted Encumbrances), as such purchased assets exist on the Closing Date, including all of Seller’s right, title title, and interest of Xxxxxxx Polymer in in, to, and under the real and personal property, tangible or intangible, described below, as the same exists at the Effective Time (and, as permitted or contemplated hereby, with such additions and deletions as shall occur from the date hereof through the Effective Time), except to the following assets used primarily in the Business, as extent that such assets exist on the Closing Date are Excluded Assets (collectively, together with the assets described in Section 2.1A, the “Purchased Assets”): (a) The following real and personal property, plant and equipment and related tangible property: (i) the Contracts of Xxxxxxx Polymerreal property and real property interests described on Schedule 2.1(a)(i), including buildings, structures, pipelines, other improvements, and fixtures located thereon; the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(a) leasehold interests under the leases described on Schedule 2.1(a)(i); and the Easements (all of the Disclosure Scheduleforegoing, together with the Additional Real Property, the “Real Property”); (ii) all other natural gas distribution utility system assets installed in the Receivables of Xxxxxxx Polymer (whichTerritory and used principally in the Business, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closingas generally described on Schedule 2.1(a)(ii), other than the Excluded Note Receivable; (iii) all parts and other inventory that are held for use specifically in connection with the Owned Real Property located at SeafordBusiness (collectively, Delawarethe “Inventory”); (iv) the Intellectual Property of Xxxxxxx Polymerall information technology and communications equipment that is installed or in use solely at or on, together and used principally in connection with the right to use operation of, the software used by the BusinessPurchased Assets, including the software listed on Exhibit 2(a)(ivexcept as otherwise provided in Section 2.2(f) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded IT Assets”); (v) all motor vehicles, trailers and similar rolling stock that is held for use principally in connection with the Files and Records Business, to the extent owned by Seller as of Xxxxxxx Polymerthe Effective Time (including as a result of any purchase thereof by Seller pursuant to Section 7.6(c)) (the “Vehicles”); (vi) all advertising furnishings, fixtures, machinery, equipment, materials and marketing materialsother tangible personal property owned by Seller (other than Inventory, mailing lists, sales literature, brochures, hand-outs, sales sheets IT Assets and Vehicles) that is located in the like Territory and that is used principally in connection with the operation of Xxxxxxx Polymer;the Business; and (vii) any assets that are leased on the Machinery date hereof by Seller but that are purchased by Seller pursuant to Section 7.6(c) for inclusion in the Purchased Assets; (b) all Billed Revenues and Equipment Unbilled Revenues, each as defined in Section 3.5, which for the avoidance of Xxxxxxx Polymerdoubt and notwithstanding any other provision of this Agreement to the contrary, shall constitute Current Assets for purposes of calculating the Adjustment Amount; (c) the under-recovered purchased gas cost adjustment charges, prepayments, deferred charges and similar items of the type included in the applicable FERC Accounts set forth on Appendix A and principally related to the Business, to the extent that at the Effective Time Buyer will be entitled to the benefit of such items; (d) the Business Agreements, subject to Section 7.6(b); (e) all Permits used or held by Seller principally in connection with the Business or the ownership or operation of any of the Purchased Assets, except to the extent that, notwithstanding compliance by Seller with its obligations hereunder, any such Permits are prohibited by applicable Law or the terms of such Permits from being assigned to Buyer in connection with the transactions contemplated hereby (the “Transferable Permits”); (f) the Documents; (g) all warranties against manufacturers or vendors relating to any of the Purchased Assets, to the extent transferrable; (h) Claims and defenses of Seller to the extent such Claims or defenses relate to the Purchased Assets or Assumed Obligations, provided such Claims and defenses will be assigned by Seller to Buyer without warranty or recourse; (i) notwithstanding any provision of Section 2.2, the assets and other rights set forth on Schedule 2.1(i); (j) the assets transferred pursuant to Section 7.10 with respect to the Benefit Plans; and (k) any other assets that are principally related to the current operation of the Business, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal RequirementsAssets.

Purchased Assets. Subject to the terms and conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets)Agreement, on at the Closing DateClosing, Xxxxxxx Polymer CCI shall sell, convey, transferassign, assign transfer and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one shall acquire and purchase, free and clear of its Affiliates designated by Buyer shall purchase and accept from Xxxxxxx Polymerall Encumbrances, all right, title and interest of Xxxxxxx Polymer in and to the Assets of CCI related to the CCI Business existing as of the Closing Date other than the Excluded Assets (collectively, the "Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets are: (i) all of the assets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and Assets of every kind, nature, type and description, wherever located) used primarily in the Business (except for the Excluded Assets), as such purchased assets exist CCI listed on Exhibit A to this Agreement existing on the Closing Date; (ii) all licenses and distributor agreements; (iii) all website domain names; (iv) all Tangible Personal Property used by CCI in carrying on the CCI Business and together with all rights as of the Closing Date under all representations, including warranties and guarantees made by suppliers, manufacturers and contractors to the extent related thereto; (v) any and all inventory, packaging, marketing materials, adverting materials, signage product samples, or other property owned by CCI or CCI's clients but that is currently in CCI's possession; (vi) all right, title and interest of Xxxxxxx Polymer CCI in all Contracts which have been entered into by CCI in the ordinary course of the CCI Business, consistent with past practice, and which relate exclusively to the following assets used primarily in the BusinessPurchased Assets, as set out in Schedule 4.16 to the CCI Disclosure Schedule (to the extent that such assets exist on the Closing Date Contracts are assignable or transferable and subject to obtaining any necessary consents to such assignment or transfer) (collectively, the “Purchased Assets”): (i) the Contracts of Xxxxxxx Polymer, including the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(a) of the Disclosure Schedule; (ii) the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closing"Assumed Contracts"), other than the Excluded Note Receivable; (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) all right, title and interest of CCI to all of CCI's Intellectual Property including LEBLOC, RARELOOK, and all Licensed Intellectual Property and Owned Intellectual Property to the Machinery and Equipment of Xxxxxxx Polymerextent used, other than in whole or in part, in connection with the Excluded EquipmentCCI Business; (viii) the Permits of Xxxxxxx Polymer, all intangible property related to the extent transferableCCI Business, including originals, and where such originals are not available, copies of all business and financial records (whether or not recorded on computer), including customer lists, prospect lists, business contacts, supplier lists, referral sources and all operating manuals, engineering standards and specifications and other than Permits with respect information used or required to effectively conduct the Waxdale FacilityCCI Business or operate the Purchased Assets or any of them; (ix) all authorizations from Governmental Authorities or other permits of CCI, to the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facilityextent transferrable; (x) all prepaid rentinsurance benefits, utilitiesincluding rights and proceeds, deposits and other prepaid items of Xxxxxxx Polymer except arising from or relating to the Purchased Assets or the Assumed Liabilities to the extent related transferable to the Waxdale FacilityBuyer; (xi) all claims of CCI against third-parties relating to the minority Equity Interests Purchased Assets, whether cxxxxx or inchoate, known or unknown, contingent or non-contingent; (xii) all rights of CCI to security deposits (whether real estate or personal property), claims for refunds (other than Tax refunds) and rights to offset in respect of such clients and/or customers of CCI, including all funds held for the benefit of or on behalf of any client or customer; (xiii) all rights, claims and credits, including all guarantees, warranties, indemnities and similar rights in favor of CCI related to the Purchased Assets; (xiv) any telephone, fax or vendor/payee number or email address owned by Xxxxxxx Polymer CCI and used in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporationthe CCI Business; (xv) any interest in or ownership of any websites or domain names used or owned by CCI; and (xiixvi) the goodwill of the CCI Business together with the exclusive right to represent Buyer as carrying on the CCI Business as successor to CCI and the right to use the name "Coordinates Collection, Inc." or any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirementsvariation thereof.

Purchased Assets. Subject Pursuant to the terms and subject to the conditions of set forth in this Agreement (including Section 2(b) below pertaining to Excluded Assets)Agreement, on the Closing Date herein below provided for but effective as of the Effective Date, Xxxxxxx Polymer shall Seller hereby agrees to sell, conveygrant, transfer, convey, assign and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall agrees to purchase and accept acquire from Xxxxxxx PolymerSeller, all right, title and interest of Xxxxxxx Polymer in and to all of the assets, properties, claims assets and rights (whether realowned, personalused, tangible and intangibleacquired for use, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily arising or existing in the Business (except for the Excluded Assets), as such purchased assets exist on the Closing Date, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in connection with the Business, whether tangible or intangible, and whether or not recorded on Seller’s books and records, except for and excluding the Retained Assets provided for in Section 1.2 below (all the foregoing being collectively referred to as such assets exist on the Closing Date (collectively, the “Purchased Assets”):). The Purchased Assets shall include, but not be limited to, the following: (iA) Certain rights of Seller under its occupancy leases covering the Contracts premises known as (y) 0000 X. Xxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 (the “Anaheim Lease” and (z) 000 Xxxxx Xxxxxxxx Xxxx., Xxxxx 000, Xxxxxxx, Xxxxxxxxxx 00000 (the “Burbank Lease” (each a “Facilities Lease” and collectively the “Facilities Leases”), a true and complete copy of Xxxxxxx Polymer, including the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(aeach Facilities Lease being included at Schedule 1.1(A) of the Disclosure Scheduleattached hereto; (iiB) All of Seller’s (x) vehicles used in connection with the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject to the Securitization Program at the time conduct of the ClosingBusiness (“Vehicles”), (y) furniture, furnishings, fixtures, equipment, machinery, trade fixtures, leasehold improvements, computers, computer discs, telephone systems and security systems (“Equipment”), and (z) supplies, training and course materials, computer training kits and manuals, catalogs, advertising copy and other than properties of a similar type used or held for use in the Excluded Note Receivable; conduct of the Business (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer“Inventory” and, together with the right Vehicles and Equipment, the “Tangible Personal Property”), a listing of all of which is included at Schedule 1.1(B) attached hereto; (C) All of Seller’s (u) telephone and facsimile numbers, (v) permits and other governmental authorizations pertaining to use the software used by the Business, including to the software listed on Exhibit 2(a)(ivextent such authorizations may legally be assigned (“Governmental Permits”), (w) goodwill with customers, vendors or prospective customers, and all customer lists, relating to the conduct of the Business (provided that “Goodwill”), (x) security or similar deposits relating to the software licenses listed on Exhibit 2(a)(ivBusiness (“Deposits”), (y) containing a prepaid advertising (inclusive of yellow page advertising), prepaid expenses and other prepayments relating to the conduct of the Business (“Y” under Prepayments”), and (z) all other intangible assets relating to the column titled “Included in PA” either [a] will be transferred to Buyer as part Business or any of the Purchased Assets (the foregoing being sold by Xxxxxxx Polymer under collectively called the terms “Intangible Personal Property”), a listing of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits all of the software licenses on Exhibit 2(a)(ivwhich is included at Schedule 1.1(C) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets)attached hereto; (vD) All of Seller’s software (including rights under Seller’s software licenses) used in the Files and Records conduct of Xxxxxxx Polymerthe Business (“Software”), but excluding the CMS software otherwise provided for in the Franchise Agreement (as defined in Section 3.5(B)), a listing of the Software being included at Schedule 1.1(D) attached hereto; (viE) All of Seller’s accounts and notes receivable, and other rights to receive payment, from customers, employees or others arising from the conduct of the Business (“Receivables”), a listing of all advertising of which (showing, as to each, the name of the account debtor, the amount owed and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymeran aging schedule thereof) is included at Schedule 1.1(E) attached hereto; (viiF) All rights of Seller under any agreements or contracts (“Assigned Contracts”) which (i) were entered into in the Machinery and Equipment ordinary course of Xxxxxxx Polymer, other than the Excluded Equipment; Business by Seller (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits excluding those entered into with respect to employment of any person, insurance agreements and other agreements of a nature and character as relate exclusively to any of the Waxdale Facility; Retained Assets or Retained Liabilities), (ixii) were entered into in the Inventory ordinary course of Xxxxxxx Polymerthe Business with customers or prospective customers which benefit the Business from and after the Effective Date, including including, but not limited to, computer training center agreements, rights to receive payment from customers for services to be performed and invoiced after the Inventory Effective Date, rights to payment with regard to coupon sales and redemptions, PC Club sales, corporate technical club sales or applications, and future training classes (“Customer Contracts”), and (iii) at the Waxdale Facility; election of Buyer (x) all prepaid rentwhich Buyer may make by delivery of a writing to Parent at any time before or after the Effective Date), utilities, deposits and any agreements entered into by Parent for the benefit of the Business consistent with practices employed in the operations of other prepaid items affiliates of Xxxxxxx Polymer except the Parent conducting businesses similar to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporationBusiness; and (xiiG) any Files or Records Seller’s book and records, books of account, files, invoices, accounting records, and correspondence relating to any of the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirementsforegoing (“Records”).

Purchased Assets. Subject (a) Seller owns, leases or has the legal right to use all the Purchased Assets and, with respect to contract rights, to the terms Seller's knowledge, the Seller is a party to and/or enjoys the right to the benefits of all contracts, agreements and conditions other arrangements relating to the Purchased Assets. The Seller has good title to, or, in the case of this Agreement (including Section 2(b) below pertaining to Excluded leased Purchased Assets), on the Closing Datevalid and subsisting leasehold interests in, Xxxxxxx Polymer shall sell, convey, transfer, assign and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase and accept from Xxxxxxx Polymer, all right, title and interest of Xxxxxxx Polymer in and to all of the assetsPurchased Assets, propertiesfree and clear of all Encumbrances, claims except for Permitted Encumbrances. (b) Assuming the receipt of all of the consents listed on the Consent Schedule, following the consummation of the transactions contemplated by this Agreement and rights (whether realthe execution of the instruments of transfer contemplated by this Agreement, personaliStar or its designated Affiliate will own, tangible with good title, or lease under valid and intangiblesubsisting leases, accrued, contingent or otherwise and acquire the interests of every kind, nature, type and description, wherever located) used primarily the Seller in the Business (Purchased Assets, respectively, free and clear of any Encumbrances, except for the Excluded Assets)Permitted Encumbrances. (c) As of April 30, as such purchased assets exist on the Closing Date2007, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in the Business, as such assets exist on the Closing Date (collectively, the “Purchased Assets”): (i) except as provided in the Contracts Loan Documents, Fremont has not waived in writing any material defaults or any material terms of Xxxxxxx Polymerthe Loan Documents, including (ii) to Fremont's knowledge, no material default by any borrower which is reasonably likely to become an Event of Default (as defined in the Material Contracts applicable Loan Document) exists under the Loan Documents (other than with respect to entitlement receipt dates, out of Xxxxxxx Polymer identified balance issues on construction costs and interest reserves and presale requirements not timely met), (iii) except as contemplated by the terms of the Loan Documents (including, without limitation, with respect to any "holdback" under the Loan Documents), Fremont has not advanced any material sums to cure any defaults of a borrower, and (iv) to the knowledge of Fremont, except as set forth in Section 9.08(a3.07(c) of the Disclosure Schedule; (ii) , there are no currently outstanding default notices or notices with respect to loan balancing sent by Fremont with respect to any Loan or the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closing), other than the Excluded Note Receivable; (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right Loan Documents. The Seller agrees to use all reasonable efforts to apprise the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part Purchaser of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits any changes with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer matters set forth in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirementsthis Section 3.07(c).

Purchased Assets. Subject to On the terms and subject to the conditions of this Agreement (including Section 2(b) below pertaining Agreement, Benedek shall transfer, convey, assign and deliver to Excluded Assets)Purchaser, and Purchaser shall acquire and accept from Benedek, on the Closing Date, Xxxxxxx Polymer shall sell, convey, transfer, assign and deliver to Buyer or one all of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase and accept from Xxxxxxx Polymer, all the right, title and interest of Xxxxxxx Polymer Benedek in and to all assets, properties and rights of Benedek used or held for use primarily in connection with the operation of the assetsStation, propertiesof every nature, claims kind and rights (whether realdescription, personalwherever located, tangible and intangible, accruedreal, contingent personal and mixed (excluding only the Excluded Assets as specified in Section 2.2 below) as the same shall exist at and as of the Closing Date (the "Assets"), including, without limitation, the following: 2.1.1 all rights in and to the licenses, pending applications, permits and other authorizations issued to Benedek by any governmental authority and held by Benedek and used or otherwise and of every kind, nature, type and description, wherever located) used primarily intended for use in the Business (except for conduct of the Excluded Assets)business and operation of the Station, as such purchased assets exist including the Station Licenses listed on Schedule 7.4 of the Disclosure Schedule together with any renewals, extensions or modification thereof and additions thereto between the date hereof and the Closing Date, including the goodwill and other intangible personal property owned by Benedek and used or held for use primarily in connection with the operation of the Station, the business of the Station as a going concern, and all right, title and interest of Xxxxxxx Polymer Benedek's rights in and to the following assets call letters "KOSA" as the same relate to the Station; 2.1.2 all land, leaseholds and other interests of every kind and description in real property, buildings, towers, and antennae, and fixtures and improvements thereon owned by Benedek as of the date hereof and used or held for use primarily in connection with the Businessoperation of the Station, including, without limitation, those shown on Schedule 7.9 of the Disclosure Schedule, and any additions, improvements, replacements and alterations thereto made between the date of this Agreement and the Closing Date; 2.1.3 all equipment, cameras, transmitters, antennas, office furniture and fixtures, office materials and supplies, tools, inventory, spare parts, and other tangible personal property of every kind and description, owned by it and used or held for use primarily in connection with the operation of the Station, including the property listed on Schedule 7.10 of the Disclosure Schedule, together with, to the extent permitted by this Agreement, any replacements thereof and additions thereto made between the date hereof and the Closing Date, and less any retirements or dispositions thereof made between the date hereof and the Closing Date which are permitted by this Agreement; 2.1.4 all leases, contracts, licenses, purchase orders, sales orders, commitments and other agreements primarily relating to the business and operation of the Station to which Benedek is a party or in which Benedek has rights, listed on Schedule 7.8 of the Disclosure Schedule, including the Affiliation Agreement dated as of November 8, 1994, as such assets exist amended through the date hereof (the "Affiliation Agreement") with CBS Television Network ("CBS"), or not required by Section 7.8 hereof to be set forth on Schedule 7.8, and those leases, contracts, licenses, purchase orders, sales orders, commitments and other agreements relating to the business and operation of the Station entered into by Benedek between the date hereof and the Closing Date, except for those that expire by their terms or are cancelled between the date hereof and the Closing Date; 2.1.5 all orders and agreements now existing, or entered into in the ordinary course of business between the date hereof and the Closing Date, for the sale of advertising time on the Station except those which on the Closing Date have already been filled or cancelled or have expired; 2.1.6 all programs and programming materials and elements of whatever form or nature owned by Benedek as of the date of this Agreement and used or held for use primarily in connection with the operation of the Station, whether recorded on tape or any other substance or intended for live performance, and whether completed or in production, and all related common-law and statutory copyrights owned by or licensed to Benedek and used or held for use primarily in connection with the operation of the Station, together with all such programs, materials, elements, and copyrights acquired by Benedek in connection with the business and operations of the Station between the date hereof and the Closing Date, except those that expire or are cancelled between the date hereof and the Closing Date; 2.1.7 all rights of Benedek in and to trade names, service marks, trademarks, trademark registrations and trademark applications, copyrights, copyright registrations and copyright applications, patents and patent applications, inventions, trade secrets, logos, slogans, jingles, proprietary processes, computer software (collectivelyincluding the Station's traffic system software) and all other information, know-how and intellectual property rights and all licenses and other agreements relating to any of the “Purchased foregoing and used solely in connection with the business and operation of the Station; 2.1.8 all rights of Benedek relating to or arising out of or under express or implied warranties from suppliers with respect to the Assets”):; (i) 2.1.9 except as provided for in Section 4.3 all prepaid expenses, advances and deposits made by Benedek in connection with the Contracts operation of Xxxxxxx Polymerthe Station, including prepaid film and programming expenses (it being understood that the Material Contracts consideration being transferred to Purchaser includes consideration for the contracts and commitments of Xxxxxxx Polymer identified in Section 9.08(a) Benedek relating to film and programming of the Disclosure ScheduleStation and that no further consideration shall be due to Benedek or proration shall be due in respect thereof) and all barter receivables arising in connection with trade-out agreements now existing or hereafter entered into in the ordinary course of business; (ii) 2.1.10 all rights of Benedek in and to all post office boxes, telephone numbers and phone book listings used or held for use in connection with the Receivables operation of Xxxxxxx Polymer (whichthe Station, for the avoidance of doubt, will not be subject to the Securitization Program at extent transferable by Benedek; and 2.1.11 all books and records relating to the time operation of the Closing)Station, including, but not limited to, correspondence, employment records, production records, accounting records, property records, filings with the FCC, mailing lists, customer and vendor lists, maps, plans, diagrams, blue prints, schematics, studies, data, lists and other records and files of or relating to the Assets, other than the Excluded Note Receivable; (iii) the Owned Real Property located at SeafordRecords; provided, Delaware; (iv) the Intellectual Property however, that such books and records shall be maintained in existence for a period of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after three years following the Closing and, therefore, will be available for use by the Business after the Closing; Date and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will shall be made available to the Business after the Closing pursuant to the terms for inspection and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey duplication by Benedek, at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materialsits expense, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirementsupon reasonable notice during normal business hours.

Purchased Assets. Subject On and subject to the terms and conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets)Agreement, on at the Closing DateClosing, Xxxxxxx Polymer Fansteel shall sell, convey, transfer, assign and deliver to Buyer or one of its Affiliates designated by BuyerXxxxxxxxx, and Buyer or one of its Affiliates designated by Buyer Xxxxxxxxx shall purchase from Fansteel, free and accept from Xxxxxxx Polymerclear of all Liens, other than the Limited Assumed Liabilities, the Permitted Liens, and the Liens Being Paid Off (which shall be released upon the occurrence of the Required Closing Payment), all of Fansteel's right, title and interest of Xxxxxxx Polymer in and to all of the assets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily in the Business (except for the Excluded Assets), as such purchased assets exist on the Closing Date, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in (other than the BusinessExcluded Assets), all as such assets shall exist on at the Closing Date (collectively, the “"Purchased Assets”"): (a) the machinery, equipment, tooling, spare parts, office equipment, computers, telephone system, and supplies listed on Schedule 2.1(a), whether or not located at the Washington Facility (the "Machinery and Equipment"); (b) all raw material owned by the Washington Division, whether or not located at the Washington Facility, but only to the extent such raw material is (i) neither rusted, damaged nor obsolete (in each case within the general meaning of such term in the industry in which the Business is conducted) and (ii) required for the manufacture by the Washington Division of (x) products sold by it in the operation of the Business prior to the Closing or (y) products that support orders and web-based schedules under agreed upon terms from customers of the Business in the ordinary course of the Business (collectively, the "Raw Material Items"); (c) all work-in-process owned by the Washington Division, whether or not located at the Washington Facility, but only to the extent such work-in-process is part of the manufacture by the Washington Division of (x) products sold by it in the operation of the Business required by a customer under a purchase order prior to the Closing or (y) products that support releases and web-based schedules under agreed upon terms from customers of the Business in the ordinary course of the Business (collectively, the "Work-In-Process Items"); (d) all finished goods owned by the Washington Division, whether or not located at the Washington Facility, but only to the extent such finished goods are (i) neither rusted, damaged nor obsolete (in each case within the general meaning of such term in the industry in which the Business is conducted) and (ii) consist of products of a type either (x) sold by it in the operation of the Business in the last 3 months prior to the Closing or (y) products that support releases and web-based schedules under agreed upon terms from customers of the Business in the ordinary course of the Business, including items identified as spare and service parts held for up to two years projected quantity for existing customers (collectively, the "Finished Goods Items"); (e) all accounts receivable of the Washington Division from Third Party customers, employees, or others arising out of the operation of the Business (collectively, the "Receivables"); (f) all of the interest of, and all of the rights and benefits accruing to, the Washington Division, in its capacity as purchaser, lessee or licensee, under (x) all Contracts with respect to the Machinery and Equipment set forth on Schedule 2.1(f) and (y) in the case of any Machinery and Equipment that constitutes a Purchased Secured Claim Asset, the Secured Claim Document with respect to such Machinery and Equipment (such items in clauses (x) and (y), the "Machinery and Equipment Contracts"), subject to the limitations set forth in Section 2.3; (g) all of the rights and benefits accruing to the Washington Division under all Contracts of the Washington Division with Third Party customers either (i) set forth on Schedule 2.1(g) or (ii) entered into on or after the date hereof, in each case subject to the limitations set forth in Section 2.3 (collectively, "Customer Contracts"); (h) all of the rights and benefits accruing to the Washington Division under all Contracts of the Washington Division with Third Party suppliers either (i) set forth on Schedule 2.1(h) or (ii) entered into on or after the date hereof, in each case subject to the limitations set forth in Section 2.3 (the "Supplier Contracts"); (i) all written customer lists and historical sales data owned by the Contracts of Xxxxxxx Polymer, including Washington Division and related to the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(a) of the Disclosure ScheduleBusiness; (j) all written product specifications owned by the Washington Division and which relate to products sold by it in the operation of the Business; (k) all Intellectual Property of the Washington Division (including Intellectual Property Contracts either (i) set forth on Schedule 2.1(k) or (ii) entered into on or after the Receivables of Xxxxxxx Polymer (whichdate hereof) related solely to the Business, for the avoidance of doubt, will not be in each case subject to the Securitization Program at the time of the Closing), other than the Excluded Note Receivablelimitations set forth in Section 2.3; (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (xl) all prepaid rentexpenses of the Washington Division, utilitiesincluding employee compensation, utility payments, lease and rental payments, and unbilled charges and deposits and other prepaid items of Xxxxxxx Polymer except but excluding insurance premium payments, related solely to the extent related to conduct of the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirements.Business which are listed on Schedule 2.1

Purchased Assets. Subject to Upon the terms and subject to the satisfaction of the conditions of contained in this Agreement (including Section 2(b) below pertaining to Excluded Assets)Agreement, on at the Closing DateClosing, Xxxxxxx Polymer shall Seller will sell, assign, convey, transfer, assign and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall will purchase and accept acquire from Xxxxxxx PolymerSeller, free and clear of all right, title and interest of Xxxxxxx Polymer in and to all of the assets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) used primarily in the Business Encumbrances (except for the Excluded AssetsPermitted Encumbrances), as such purchased assets exist on the Closing Date, including all of Seller’s right, title title, and interest of Xxxxxxx Polymer in in, to, and under the real and personal property, tangible or intangible, described below, as the same exists at the Effective Time (and, as permitted or contemplated hereby, with such additions and deletions as shall occur from the date hereof through the Effective Time), except to the following assets used primarily in the Business, as extent that such assets exist on the Closing Date are Excluded Assets (collectively, together with the assets described in Section 2.1A, the “Purchased Assets”): (a) The following real and personal property, plant and equipment and related tangible property: (i) the Contracts of Xxxxxxx Polymerreal property and real property interests described on Schedule 2.1 (a) (i), including buildings, structures, pipelines, other improvements, and fixtures located thereon; the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(a) leasehold interests under the leases described on Schedule 2.1(a)(i); and the Easements (all of the Disclosure Scheduleforegoing, together with the Additional Real Property, the “Real Property”); (ii) all other natural gas distribution utility system assets installed in the Receivables of Xxxxxxx Polymer (whichTerritory and used principally in the Business, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closingas generally described on Schedule 2.1(a)(ii), other than the Excluded Note Receivable; (iii) all parts and other inventory that are held for use specifically in connection with the Owned Real Property located at SeafordBusiness (collectively, Delawarethe “Inventory”); (iv) the Intellectual Property of Xxxxxxx Polymerall information technology and communications equipment that is installed or in use solely at or on, together and used principally in connection with the right to use operation of, the software used by the BusinessPurchased Assets, including the software listed on Exhibit 2(a)(ivexcept as otherwise provided in Section 2.2(f) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded IT Assets”); (v) all motor vehicles, trailers and similar rolling stock that is held for use principally in connection with the Files and Records Business, to the extent owned by Seller as of Xxxxxxx Polymerthe Effective Time (including as a result of any purchase thereof by Seller pursuant to Section 7.6(c)) (the “Vehicles”); (vi) all advertising furnishings, fixtures, machinery, equipment, materials and marketing materialsother tangible personal property owned by Seller (other than Inventory, mailing lists, sales literature, brochures, hand-outs, sales sheets IT Assets and Vehicles) that is located in the like Territory and that is used principally in connection with the operation of Xxxxxxx Polymer;the Business; and (vii) any assets that are leased on the Machinery date hereof by Seller but that are purchased by Seller pursuant to Section 7.6(c) for inclusion in the Purchased Assets; (b) all Billed Revenues and Equipment Unbilled Revenues, each as defined in Section 3.5, which for the avoidance of Xxxxxxx Polymerdoubt and notwithstanding any other provision of this Agreement to the contrary, shall constitute Current Assets for purposes of calculating the Adjustment Amount; (c) the under-recovered purchased gas cost adjustment charges, prepayments, deferred charges and similar items of the type included in the applicable FERC Accounts set forth on Appendix A and principally related to the Business, to the extent that at the Effective Time Buyer will be entitled to the benefit of such items; (d) the Business Agreements, subject to Section 7.6(b); (e) all Permits used or held by Seller principally in connection with the Business or the ownership or operation of any of the Purchased Assets, except to the extent that, notwithstanding compliance by Seller with its obligations hereunder, any such Permits are prohibited by applicable Law or the terms of such Permits from being assigned to Buyer in connection with the transactions contemplated hereby (the “Transferable Permits”); (f) the Documents; (g) all warranties against manufacturers or vendors relating to any of the Purchased Assets, to the extent transferrable; (h) Claims and defenses of Seller to the extent such Claims or defenses relate to the Purchased Assets or Assumed Obligations, provided such Claims and defenses will be assigned by Seller to Buyer without warranty or recourse; (i) notwithstanding any provision of Section 2.2, the assets and other rights set forth on Schedule 2.1(i); (j) the assets transferred pursuant to Section 7.10 with respect to the Benefit Plans; and (k) any other assets that are principally related to the current operation of the Business, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal RequirementsAssets.

Purchased Assets. Subject to the terms and conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets)---------------- Agreement, on at the Closing DateClosing, Xxxxxxx Polymer Seller shall sell, conveyassign, transfer, assign convey and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase purchase, acquire and accept from Xxxxxxx PolymerSeller, all of Seller's right, title and interest of Xxxxxxx Polymer in and to all of the assets of the Business as set forth in this Section 1.1, other than the Excluded Assets referred to in Section 1.2, with such changes, deletions or additions thereto as may occur from the date hereof to the Closing in the ordinary course of business and consistent with the terms and conditions of this Agreement, including, without limitation, the following: (a) the Plant, including all real property on which it is situated (including all buildings, improvements (a) (collectively, the "Real Property"); ------------- (b) all of the furnishings, fixtures, furniture, vehicles, tools, machinery and equipment listed on Schedule 1.1(b) hereof, and all other fixed assets, properties, claims and rights (whether real, personal, tangible and intangible, accrued, contingent or otherwise and as of every kind, nature, type and description, wherever located) used primarily in the Business (except for the Excluded Assets), as such purchased assets exist on the Closing Date, including all right, title owned by Seller and interest of Xxxxxxx Polymer in and to the following assets used primarily in the Business, as such assets exist on located at the Closing Date Plants or at Seller's divisional office in Roanoke Rapids, North Carolina (collectively, the “"Fixed Assets"), which includes certain manufacturing ------------ equipment that is currently located at Plant II (the "Additional Equipment"); (c) all quantities of inventory, including raw materials, work-in-process, finished goods, stores and supplies owned by Seller as of the Closing Date and used exclusively in the Business (other than the Excluded Inventory) (collectively, the "Inventory"); --------- (d) all research, development and commercially practiced processes, trade secrets, know-how, inventions, and manufacturing, engineering and other technical information, whether owned by Seller or licensed from third parties by Seller, which are used primarily in the operation of the Business (the "Technology"), and all notebooks, records, reports and data relating to the ----------- Technology; provided that Buyer will permit Seller (and its successors and assigns) to continue to use the Technology in the operations of Seller's napery business or the businesses of Seller other than the Business; (f) all catalogs, sales promotion literature and advertising material relating exclusively to the Business; (g) all files and documents (including credit information) to the extent such documents relate to customers and vendors of the Business, and other business and financial records, files, books and documents relating to the Purchased Assets”):Assets and/or the Business; provided that Seller (and its successors and assigns) shall retain possession (or copies) of files, documents and records relating to the napery business or to the businesses of Seller other than the Business; (h) all municipal, state and federal franchises, licenses, authorizations and permits used in or necessary or appropriate to the Business; (i) all prepaid charges, sums and fees to the Contracts of Xxxxxxx Polymer, including extent that they relate to the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(aBusiness; and (j) all books and records relating to the Business; provided that Seller (and its successors and assigns) shall retain possession (or copies) of the Disclosure Schedule; (ii) the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject books and records relating to the Securitization Program at napery business or to the time businesses of the Closing), Seller other than the Excluded Note Receivable; Business (iiithe assets referred to in clauses (d) through (j) are collectively referred to herein as the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer"Other Assets" and, together with the right to use ------------ Real Property, the software used by Fixed Assets, the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; Inventory and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Additional Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirements."Purchased Assets"). ----------------

Purchased Assets. Subject to At the Closing, upon the terms and subject to the conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets)hereof, on the Closing Date, Xxxxxxx Polymer Seller shall sell, conveytransfer, assign, convey and deliver to the Buyer, or shall cause one or more of the Seller Group to sell, transfer, assign assign, convey and deliver to Buyer or one of its Affiliates designated by the Buyer, and Buyer or one of its Affiliates designated by the Buyer shall purchase from the Seller or one or more of the Seller Group, as applicable, free and accept from Xxxxxxx Polymerclear of all Encumbrances (except for Permitted Encumbrances), all right, title and interest of Xxxxxxx Polymer in and to all the Seller or one or more of the Seller Group, as applicable, in, to and under the following (and only the following) assets, propertiesrights and properties of the Seller and its applicable member of the Seller Group, claims and rights (whether real, personal, tangible and intangible, accrued, contingent held directly or otherwise and of every kind, nature, type and description, wherever located) used primarily in the Business (except for the Excluded Assets)indirectly, as such purchased assets exist on the Closing Date, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in the Business, as such assets same shall exist on the Closing Date (collectively, the “Purchased Assets”): (a) (i) all Contracts that exclusively relate to the Compound, the Product, a Purchased Asset or an Assumed Liability, each as set forth on Schedule 2.1(a)(i) (such Contracts, collectively, the “Specified Assigned Contracts”), (ii) all Contracts that constitute Shared Contracts, but only the portion of such Shared Contract that exclusively relates to the Business and that is assigned to Buyer pursuant to Section 6.1(a) or Section 6.1(e), and (iii) all unfulfilled purchase orders under the Contracts in clauses (i) through (ii), which remain open and valid as of Xxxxxxx Polymerthe Closing Date (clauses (i) through (iii), collectively, the “Assigned Contracts”); (b) all Business Inventory in the possession or control of the Seller or any of the Seller Group as of the Effective Time; (c) all Business Intellectual Property, including the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(aright to sue, recover and retain damages for past, present and future infringement, misappropriation or other violation thereof, and all corresponding rights that (now or hereafter) of may be secured throughout the Disclosure Schedule; (ii) the Receivables of Xxxxxxx Polymer (world with respect thereto, which, for the avoidance of doubt, will not be subject shall include the transfer of Product Know-How from the Seller to the Securitization Program at the time of the Closing), other than the Excluded Note ReceivableBuyer; (iiid) the Owned Real Property located at Seaford, Delawareall Business Data; (ive) the Intellectual Property all Business Records; (f) all Business Permits; (g) all Product Regulatory Documents; (h) all Comparator Drug and Placebo clinical supplies (a list of Xxxxxxx Polymerall such Comparator Drug and Placebo clinical supplies as of February 28, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv2024 is attached hereto as Schedule 2.1(h) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; Comparator Drug and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded AssetsPlacebo Clinical Supplies Schedule”)); (vi) the Files and Records of Xxxxxxx Polymerall Prepayments; (vij) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and rights or causes of Action of any nature available to or being pursued by the like Seller or any member of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except Seller Group to the extent related to any Purchased Asset or any Assumed Liability, whether arising by way of counterclaim or otherwise, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, including any rights or causes of Action that may be available to the Waxdale Facility; (xi) Seller or any member of the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporationSeller Group under the Seachaid APA; and (xiik) all guaranties, warranties, indemnities and similar rights in favor of the Seller or any Files or Records relating to of the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except Seller Group to the extent transfer and sale is prohibited by Legal Requirementsrelated to any Purchased Asset or any Assumed Liability.

Purchased Assets. Subject to Upon the terms and subject to the conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets)Agreement, on the Closing Date, Xxxxxxx Polymer Seller shall sell, convey, transfer, assign assign, convey and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase purchase, acquire, assume and accept from Xxxxxxx PolymerSeller, free and clear of all rightEncumbrances (except for Permitted Encumbrances and Assumed Liabilities), title and interest of Xxxxxxx Polymer in and to all of the assets, properties, claims business and rights (whether real, personal, tangible operations of the Company by way of the purchase of all of the assets and intangible, accrued, contingent or otherwise and properties of the Company of every kind, nature, type kind and description, wherever located) used primarily in the Business description (except for other than the Excluded Assets), wherever located, real, personal or mixed, tangible or intangible, as such purchased assets the same shall exist on the date hereof, with such changes as may occur between the date hereof and the Closing DateDate (herein collectively called the “Purchased Assets”), including all right, title and interest of Xxxxxxx Polymer Seller in, to and under: (a) all of the assets reflected on the Balance Sheet with such changes as may have occurred in the ordinary course of business between the Balance Sheet Date and the date hereof; (b) subject to Section 2.3, all raw materials, supplies, work-in-process, samples, finished goods and other materials included in the following assets used primarily in inventory of the Business; (c) all prepaid expenses with respect to the Business, including deposits with third Persons in respect of future performance; (d) subject to Section 1.2(b), the Contracts required to be listed in Schedules 4.10(b), 4.11(b), 4.12(a) and 4.17(ii), (iv), (v) and (x) and that are not listed in Schedule 1.2(b) and any other Contract of the type responsive to such Schedules which are (x) not required to be listed or described on any such Schedule or (y) entered into after the date hereof by the Company consistent with the terms of this Agreement, which had it existed as of the date hereof, would have been required to be listed or described on such Schedules; (e) the Contracts to which Seller is a party relating to any Software that is commercially available, off-the-shelf and subject to “shrink-wrap” or “click-through” license agreements; (f) the furniture, fixtures, machinery, equipment, appliances, computer hardware, vehicles, tools, spare parts, accessories, assets exist on under construction and other personal property owned by the Company, including those required to be listed or referred to in Schedule 4.11(a); (g) the Purchased Intellectual Property; (h) all of Seller’s rights, claims and causes of action against third parties relating to the Purchased Assets or the Assumed Liabilities arising out of transactions occurring prior to the Closing Date (collectively, the “Purchased Assets”):Date; (i) the Contracts of Xxxxxxx Polymerall books and records (including all data and other information stored on discs, including the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(atapes or other media) of the Disclosure Schedule; (ii) the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closing), other than the Excluded Note Receivable; (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except Company to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in CodacoPurchased Assets or Assumed Liabilities, Inc.including production files, a Delaware corporationdevelopment files, drawings, bills of material, product specifications, technical files, testing results, sales, advertising and Spectra-Kote Corporationmarketing materials, a New Jersey corporationcustomer lists, cost and pricing information, supplier lists, business plans, manufacturing standard operating procedures, consultant’s reports, catalogs, customer literature, product brochures and training materials; and (xiij) subject to approval by the applicable providers, all telephone and telephone facsimile numbers utilized by the Company in connection with the Business. The parties acknowledge and agree that nothing in this Section 1.1 shall derogate in any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirementsway from Seller’s obligations under Section 6.5.

Purchased Assets. Subject (a) Seller owns, leases or has the legal right to use all the Purchased Assets and, with respect to contract rights, to the terms Seller’s knowledge, the Seller is a party to and/or enjoys the right to the benefits of all contracts, agreements and conditions other arrangements relating to the Purchased Assets. The Seller has good title to, or, in the case of this Agreement (including Section 2(b) below pertaining to Excluded leased Purchased Assets), on the Closing Datevalid and subsisting leasehold interests in, Xxxxxxx Polymer shall sell, convey, transfer, assign and deliver to Buyer or one of its Affiliates designated by Buyer, and Buyer or one of its Affiliates designated by Buyer shall purchase and accept from Xxxxxxx Polymer, all right, title and interest of Xxxxxxx Polymer in and to all of the assetsPurchased Assets, propertiesfree and clear of all Encumbrances, claims except for Permitted Encumbrances. (b) Assuming the receipt of all of the consents listed on the Consent Schedule, following the consummation of the transactions contemplated by this Agreement and rights (whether realthe execution of the instruments of transfer contemplated by this Agreement, personaliStar or its designated Affiliate will own, tangible with good title, or lease under valid and intangiblesubsisting leases, accrued, contingent or otherwise and acquire the interests of every kind, nature, type and description, wherever located) used primarily the Seller in the Business (Purchased Assets, respectively, free and clear of any Encumbrances, except for the Excluded Assets)Permitted Encumbrances. (c) As of April 30, as such purchased assets exist on the Closing Date2007, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in the Business, as such assets exist on the Closing Date (collectively, the “Purchased Assets”): (i) except as provided in the Contracts Loan Documents, Fremont has not waived in writing any material defaults or any material terms of Xxxxxxx Polymerthe Loan Documents, including (ii) to Fremont’s knowledge, no material default by any borrower which is reasonably likely to become an Event of Default (as defined in the Material Contracts applicable Loan Document) exists under the Loan Documents (other than with respect to entitlement receipt dates, out of Xxxxxxx Polymer identified balance issues on construction costs and interest reserves and presale requirements not timely met), (iii) except as contemplated by the terms of the Loan Documents (including, without limitation, with respect to any “holdback” under the Loan Documents), Fremont has not advanced any material sums to cure any defaults of a borrower, and (iv) to the knowledge of Fremont, except as set forth in Section 9.08(a3.07(c) of the Disclosure Schedule; (ii) , there are no currently outstanding default notices or notices with respect to loan balancing sent by Fremont with respect to any Loan or the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject to the Securitization Program at the time of the Closing), other than the Excluded Note Receivable; (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right Loan Documents. The Seller agrees to use all reasonable efforts to apprise the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part Purchaser of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits any changes with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer matters set forth in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirementsthis Section 3.07(c).

Purchased Assets. Subject to Upon the terms and subject to the satisfaction of the conditions of contained in this Agreement (including Agreement, and for the consideration specified in Section 2(b) below pertaining to Excluded Assets)3.1, on at the Closing DateClosing, Xxxxxxx Polymer Seller shall sell, assign, convey, transfer, assign and deliver (or cause to Buyer or one of its Affiliates designated by be sold, assigned, conveyed, transferred, and delivered) to each Buyer, and Buyer or one of its Affiliates designated by each Buyer shall purchase purchase, acquire and accept receive from Xxxxxxx PolymerSeller (or an Affiliate of Seller, as the case may be), free and clear of all Encumbrances (except for Permitted Encumbrances in the case of the Purchased Assets, other than the Labo Interests, which shall be free and clear of all Encumbrances except for Permitted Equity Encumbrances), all of Seller’s or Seller’s Affiliates’ right, title title, and interest of Xxxxxxx Polymer in in, to, and to under all of the assets, interests, properties, claims rights, licenses and rights contracts described below, as the same exists at the Effective Time (whether realand, personalas permitted or contemplated by this Agreement, tangible with such additions and intangibledeletions as shall occur from the date hereof through the Effective Time), accruedbut, contingent or otherwise and of every kindin each case, nature, type and description, wherever located) used primarily in the Business (except for other than the Excluded Assets), as such purchased assets exist on the Closing Date, including all right, title and interest of Xxxxxxx Polymer in and to the following assets used primarily in the Business, as such assets exist on the Closing Date Assets (collectively, the “Purchased Assets”): (a) all real property and real property interests Located Within the Territories that are owned, used, or leased by Seller or its Affiliates and Primarily Related to the Business, including: (i) the Contracts of Xxxxxxx Polymerreal property and real property interests under the conveyance instruments generally described on Schedule 2.1(a)(i), including together with any mineral interests owned by Seller or its Affiliates with respect to such real property, and all buildings, structures, pipelines, appurtenances, other constructions, other improvements, component parts, and fixtures located thereon that are owned by the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(a) of the Disclosure Schedule; Seller or its Affiliates (“Owned Real Property”); (ii) the Receivables leasehold interests under the leases generally described on Schedule 2.1(a)(ii) (the “Leases”), together with all of Xxxxxxx Polymer Seller’s or its Affiliates’ rights in such Leases; and (whichiii) the Easement interests under the Easements generally described on Schedule 2.1(a)(iii) (such Easement interests, the “Purchased Easements”) (all of the foregoing, the “Real Property”); but, in the case of each of subparts (i), (ii) and (iii), only to the extent of Seller’s or Seller’s Affiliates’ right, title, and interest in, to, and under such real property and real property interests; (b) all other natural gas distribution utility system assets Located Within the Territories owned by the Seller or its Affiliates, and used or held for use in the Business, including as generally described on Schedule 2.1(b); (c) the inventory of natural gas and natural gas products described in the general ledger accounts listed on Schedule 2.1(c) (the “Gas Inventory”); (d) all parts, items, equipment, material, supplies and other inventory (but excluding the Gas Inventory) that is Primarily Related to the Business, as of the Effective Time (collectively, the “Inventory”); (e) all information technology and communications equipment Located Within the Territories, or that have, in the 12-month period prior to the date of Closing, been primarily Located Within the Territories, and Primarily Related to the Business, to the extent owned by Seller or any of its Affiliates (the “IT Assets”); (f) all motor vehicles, trailers, and similar rolling stock that is Primarily Related to the Business, to the extent owned by Seller or any of its Affiliates, including as described on Schedule 2.1(f) (the “Vehicles”); (g) all furnishings, fixtures, machinery, equipment, materials, and other tangible personal property (other than Gas Inventory, IT Assets, and Vehicles) Located Within the Territories, or that have, in the 12-month period prior to the date of Closing, been primarily Located Within the Territories and that is Primarily Related to the Business, to the extent owned by Seller or any of its Affiliates; (h) all Billed Revenues and Unbilled Revenues, which for the avoidance of doubt and notwithstanding any other provision of this Agreement to the contrary, shall constitute current assets for purposes of calculating the Adjustment Amount; (i) the assets of Seller or its Affiliates with respect to over-recovered or under-recovered purchased gas cost adjustment charges, and all prepayments, deferred charges, regulatory assets, and other similar items, to the extent included in the calculation of the Adjustment Amount in accordance with Appendix A; (j) all Contracts to which Seller or its Affiliate is a party Exclusively Related to the Business or the Purchased Assets (excluding, for the avoidance of doubt, will not be subject to all human resources, personnel and medical records, Benefit Plans and Shared Contracts, or as otherwise provided in Section 2.2(f)) (the Securitization Program at the time of the Closing“Transferred Contracts”), other than the Excluded Note Receivable; (iiik) all Permits used or held by Seller or its Affiliates Primarily Related to the Owned Real Property located at SeafordBusiness, Delawareor the ownership or operation of any of the Purchased Assets, including the Permits set forth on Schedule 2.1(k) (except, in all cases to the extent that, notwithstanding compliance by Seller with its obligations hereunder, any such Permits are prohibited by applicable Law or the terms of such Permits from being transferred or assigned to Buyers in connection with the Transactions) (the “Transferable Permits”); (ivl) the Intellectual Property Documents located in the Territories or otherwise available and reasonably accessible in digital form as of Xxxxxxx Polymerthe Closing Date (the “Purchased Documents”); (m) all warranties (other than those included in Shared Contracts) against manufacturers, together with the right service providers, vendors or other Third Parties on or relating to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part any of the Purchased Assets being sold and to the extent transferable; (n) all Business Intellectual Property, together with rights to sue for all past, present, and future infringement, misappropriation, or violation thereof, and all royalties, proceeds and other amounts payable with respect to the foregoing; (o) Claims and defenses of Seller or its Affiliates to the extent such Claims or defenses Primarily Relate to the Business, Purchased Assets or Assumed Obligations; provided that such Claims and defenses will be assigned by Xxxxxxx Polymer under Seller to Buyers without warranty or recourse; provided, further, that if such transfer would prejudice any such Claims or defenses, the terms Parties shall cooperate in good faith to avoid such prejudice; (p) the assets and any rights Seller may have retained with respect to any expired municipal franchise set forth on Schedule 2.1(p); (q) the assets and other rights set forth on Schedule 2.1(q); (r) (i) the Franchises and (ii) Certificates of Public Convenience and Necessity issued by the MPSC, in each case, set forth on Schedule 2.1(r) (collectively, the “Included Franchises”); (s) the Labo Interests; (t) any assets transferred pursuant to Section 7.13 with respect to the Benefit Plans; (u) all goodwill associated with any of the Purchase Agreement or [b] will remain assets described in place with the applicable Subsidiary after the Closing and, therefore, will be available for use by the Business after the Closing; and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets)this Section 2.1; (v) all rights to proceeds, recoveries and other monies receivable under Pre-Closing Insurance to the Files and Records of Xxxxxxx Polymerextent set forth under Section 7.14(a); (viw) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferablenot specifically identified above, other than Permits with respect any assets to the Waxdale Facility; (ix) extent included in the Inventory calculation of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility;Adjustment Amount in accordance with Appendix A; and (x) all prepaid rentany other assets that, utilitiesas of the Effective Time, deposits and other prepaid items of Xxxxxxx Polymer except are (x) Primarily Related to the Business to the extent related Located Within the Territories or (y) Exclusively Related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except Business to the extent transfer and sale is prohibited by Legal Requirementsnot Located Within the Territories.

Purchased Assets. Subject Leavxxx xxxees to the terms and conditions of this Agreement (including Section 2(b) below pertaining to Excluded Assets), on the Closing Date, Xxxxxxx Polymer shall will sell, convey, transfer, assign and deliver to Buyer or one Purchaser at the Closing, free and clear of its Affiliates designated by Buyerall Liens (except Permitted Encumbrances (as defined below)), on the terms and Buyer or one of its Affiliates designated by Buyer shall purchase and accept from Xxxxxxx Polymersubject to the conditions set forth in this Agreement, all of the properties, business and assets of the Business of every kind and description, real, personal and mixed, tangible and intangible, wherever located (except those assets of the Business which are specifically excluded from this sale by Section 1.3 hereof and those which are already owned by Sub) as they shall exist at the Closing Date (as hereinafter defined) (collectively, the "Purchased Assets"). Without limiting the generality of the foregoing, subject to Section 1.3, the Purchased Assets shall include the following: 1.2.1. All right, title and interest of Xxxxxxx Polymer in Leavxxx xx and to (a) the real property described in Schedule 4.9 hereto, (b) the real property, buildings, facilities and other improvements thereon and (c) all easements, rights of way and other appurtenances thereto (the "Purchased Real Estate"); 1.2.2. All of the assetsinterests of and the rights and benefits accruing to Leavxxx xx lessee of the real properties (the "Purchased Leasehold Premises") identified on Schedule 4.9 hereto; 1.2.3. All machinery, propertiesvehicles, claims equipment, tools, spare parts, construction in progress, computer equipment and rights (whether realcomputer programs, personalfurniture and fixtures and other material fixed assets owned by Leavxxx xxx located on the Purchased Real Estate, tangible and intangiblethe Purchased Leasehold Premises or elsewhere, accrued, contingent or otherwise and of every kind, nature, type and description, wherever located) that are used primarily in the Business (except for the Excluded "Purchased Fixed Assets"), ; 1.2.4. All inventories of Leavxxx xxxating to the Business as such purchased assets exist on of the Closing Date (the "Purchased Inventory"); 1.2.5. All receivables of Leavxxx (xxher than intercompany receivables) relating to the Business as of the Closing Date, including without limitation all right, title and interest of Xxxxxxx Polymer in and proceeds thereof which may be received by Leavxxx xxxsequent to the following assets used primarily Closing Date except proceeds relating to Actual Uncollected Receivables assigned to Leavxxx xxxsuant to Section 3.5.4 (the "Purchased Receivables"); 1.2.6. All of the rights and benefits accruing to Leavxxx under or pursuant to the receivables, contracts, agreements, arrangements, commitments, open purchase orders for capital equipment and blanket purchase orders entered into by Leavxxx in the ordinary course of business that relate to the Purchased Assets or the business or operation of the Business, including without limitation such contracts as set forth on Schedule 1.2.6 (the "Purchased Contracts"); 1.2.7. All operating data and records of Leavxxx xxxated to the Business, including customer lists, financial, accounting and credit records, correspondence, budgets and other similar documents and records (the "Purchased Records"); 1.2.8. All of the proprietary rights of Leavxxx xxxating to the Business, including without limitation, all patents, patent applications, patent licenses, trademarks, trade names and registrations and applications therefore, trade secrets, technology, know-how, formulae, designs and drawings, computer software, slogans, copyrights, processes and other similar intangible property and rights relating to the Business, as such assets exist set forth on Schedule 1.2.8 (the "Purchased Proprietary Rights"); 1.2.9. All prepaid and deferred items of Leavxxx xxxsting as of the Closing Date (collectively, the “Purchased Assets”): (i) the Contracts of Xxxxxxx Polymer, including the Material Contracts of Xxxxxxx Polymer identified in Section 9.08(a) of the Disclosure Schedule; (ii) the Receivables of Xxxxxxx Polymer (which, for the avoidance of doubt, will not be subject with respect to the Securitization Program at the time of the Closing), other than the Excluded Note Receivable; (iii) the Owned Real Property located at Seaford, Delaware; (iv) the Intellectual Property of Xxxxxxx Polymer, together with the right to use the software used by the Business, including the software listed on Exhibit 2(a)(iv) (provided that the software licenses listed on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in PA” either [a] will be transferred to Buyer as part of the Purchased Assets being sold by Xxxxxxx Polymer under the terms of the Purchase Agreement or [b] will remain in place with the applicable Subsidiary after the Closing andprepaid rentals, therefore, will be available for use by the Business after the Closing; taxes and the benefits of the software licenses on Exhibit 2(a)(iv) containing a “Y” under the column titled “Included in TSA” will be made available to the Business after the Closing pursuant to the terms and conditions of the Transition Services Agreement to be entered into between Buyer and JohnsonDiversey at the Closing and will be considered Excluded Assets); (v) the Files and Records of Xxxxxxx Polymer; (vi) all advertising and marketing materials, mailing lists, sales literature, brochures, hand-outs, sales sheets and the like of Xxxxxxx Polymer; (vii) the Machinery and Equipment of Xxxxxxx Polymer, other than the Excluded Equipment; (viii) the Permits of Xxxxxxx Polymer, to the extent transferable, other than Permits with respect to the Waxdale Facility; (ix) the Inventory of Xxxxxxx Polymer, including the Inventory at the Waxdale Facility; (x) all prepaid rent, utilities, deposits and other prepaid items of Xxxxxxx Polymer except to the extent related to the Waxdale Facility; (xi) the minority Equity Interests held by Xxxxxxx Polymer in Codaco, Inc., a Delaware corporation, and Spectra-Kote Corporation, a New Jersey corporation; and (xii) any Files or Records relating to the Xxxxxxx Polymer Employees, the Current Waxdale Employees, and any other person employed by Xxxxxxx Polymer who becomes a Transferred Employee hereunder, except to the extent transfer and sale is prohibited by Legal Requirements.unbilled charges