Common use of Retained Assets and Retained Liabilities Clause in Contracts

Retained Assets and Retained Liabilities. Section 3.01; Retained Assets: The following assets of Seller (collectively, the “Retained Assets”) are not subject to the sale and purchase contemplated by this Agreement, are excluded from the Transferred Assets, and shall be retained by Seller (and if an asset which by its nature, function or purpose is a Retained Asset mistakenly is shown on a Schedule referred to in Section 1 above, such asset still shall be deemed to be a Retained Asset and shall be excluded from the Transferred Assets and shall be retained by Seller): (a) except as set forth in Section 1.03, all right, title and interest of Seller in all property and assets (other than Cash and Accounts Receivable), wherever located, and in all contracts, leases, licenses and agreements, each used only in Seller’s activities in the field of contract research in toxicology, microbiology and immunology (“Life Sciences Operation”), which property and assets include those listed in Schedule 3.01(a); (b) the real property interest of Seller in the real estate described in Schedule 3.01(b)-1, including all buildings, structures, fixtures and other improvements located thereon (“Chemistry Building”), the real property interest of Seller in the real estate described in Schedule 3.01(b)-2, including all buildings, structures, fixtures and other improvements located thereon (“INFAC Building”), the real property interest of Seller in the real estate described in Schedule 3.01(b)-3, including all buildings, structures, fixtures and other improvements located thereon (“KOP”); and the real property interest of Seller in the real estate described in Schedule 3.01(b)-4, including all buildings, structures, fixtures and other improvements located thereon (“Life Sciences Building”); (c) all right, title and interest of Seller under the IIT/IITRI Facilities/Security Services Agreement dated January 1, 2001, between Seller and IIT relating to the Chemistry Building, the INFAC Building and the Life Sciences Building; (d) all right, title and interest of Seller in all of Seller’s Plans except as set forth in Section 7.09 below; (e) all corporate minute books, income tax records and other books and records that Seller is required by law to retain in its possession; (f) subject to Section 7.05(b) below, Seller’s title to the Cooperative Agreement with the U.S. Army Aviation and Missile Command, Redstone Arsenal, Alabama, regarding the Electronic Circuit Board Manufacturing Development Center (the “Redstone Arsenal Agreement”); (g) all rights of Seller under this Agreement or any of the ancillary agreements to which Seller is a party; (h) all right, title and interest of Seller to the trademarks “IIT Research Institute” and “IITRI”; and (i) any interest of Seller in the Indian company Illinois Institute of Technology (India) Private Limited.

Retained Assets and Retained Liabilities. Section 3.01; Retained Assets: The following assets of Seller (collectively, the “Retained Assets”) are not subject to the sale and purchase contemplated by this Agreement, are excluded from the Transferred Assets, and shall be retained by Seller (and if an asset which by its nature, function or purpose is a Retained Asset mistakenly is shown on a Schedule referred to in Section 1 above, such asset still shall be deemed to be a Retained Asset and shall be excluded from the Transferred Assets and shall be retained by Seller): (a) except as set forth in Section 1.03, all right, title and interest of Seller in all property and assets (other than Cash and Accounts Receivable), wherever located, and in all contracts, leases, licenses and agreements, each used only in Seller’s activities in the field of contract research in toxicology, microbiology and immunology (“Life Sciences Operation”), which property and assets include those listed in Schedule 3.01(a); (b) the real property interest of Seller in the real estate described in Schedule 3.01(b)-1, including all buildings, structures, fixtures and other improvements located thereon (“Chemistry Building”), the real property interest of Seller in the real estate described in Schedule 3.01(b)-2, including all buildings, structures, fixtures and other improvements located thereon (“INFAC Building”), the real property interest of Seller in the real estate described in Schedule 3.01(b)-3, including all buildings, structures, fixtures and other improvements located thereon (“KOP”); and the real property interest of Seller in the real estate described in Schedule 3.01(b)-4Schedule 3.01 (b)-4, including all buildings, structures, fixtures and other improvements located thereon (“Life Sciences Building”); (c) all right, title and interest of Seller under the IIT/IITRI Facilities/Security Services Agreement dated January 1, 2001, between Seller and IIT relating to the Chemistry Building, the INFAC Building and the Life Sciences Building; (d) all right, title and interest of Seller in all of Seller’s Plans except as set forth in Section 7.09 below; (e) all corporate minute books, income tax records and other books and records that Seller is required by law to retain in its possession; (f) subject to Section 7.05(b) below, Seller’s title to the Cooperative Agreement with the U.S. Army Aviation and Missile Command, Redstone Arsenal, Alabama, regarding the Electronic Circuit Board Manufacturing Development Center (the “Redstone Arsenal Agreement”); (g) all rights of Seller under this Agreement or any of the ancillary agreements to which Seller is a party; (h) all right, title and interest of Seller to the trademarks “IIT Research Institute” and “IITRI”; and (i) any interest of Seller in the Indian company Illinois Institute of Technology (India) Private Limited.

Retained Assets and Retained Liabilities. Section 3.01; Retained Assets: The following assets of Seller (collectively, the “Retained Assets”) are not subject to the sale and purchase contemplated by this Agreement, are excluded from the Transferred Assets, and shall be retained by Seller (and if an asset which by its nature, function or purpose is a Retained Asset mistakenly is shown on a Schedule referred to in Section 1 above, such asset still shall be deemed to be a Retained Asset and shall be excluded from the Transferred Assets and shall be retained by Seller): (a) except as set forth in Section 1.03, all right, title and interest of Seller in all property and assets (other than Cash and Accounts Receivable), wherever located, and in all contracts, leases, licenses and agreements, each used only in Seller’s activities in the field of contract research in toxicology, microbiology and immunology (“Life Sciences Operation”), which property and assets include those listed in Schedule 3.01(a); (b) the real property interest of Seller in the real estate described in Schedule 3.01(b)-1, including all buildings, structures, fixtures and other improvements located thereon (“Chemistry Building”), the real property interest of Seller in the real estate described in Schedule 3.01(b)-2, including all buildings, structures, fixtures and other improvements located thereon (“INFAC Building”), the real property interest of Seller in the real estate described in Schedule 3.01(b)-3, including all buildings, structures, fixtures and other improvements located thereon (“KOP”); and the real property interest of Seller in the real estate described in Schedule 3.01(b)-4, including all buildings, structures, fixtures and other improvements located thereon (“Life Sciences Building”); (c) all right, title and interest of Seller under the IIT/IITRI Facilities/Security Services Agreement dated January 1, 2001, between Seller and IIT relating to the Chemistry Building, the INFAC Building and the Life Sciences Building; (d) all right, title and interest of Seller in all of Seller’s Plans except as set forth in Section 7.09 below; (e) all corporate minute books, income tax records and other books and records that Seller is required by law to retain in its possession; (f) subject to Section 7.05(b) below, Seller’s title to the Cooperative Agreement with the U.S. Army Aviation and Missile Command, Redstone Arsenal, Alabama, regarding the Electronic Circuit Board Manufacturing Development Center (the “Redstone Arsenal Agreement”); (g) all rights of Seller under this Agreement or any of the ancillary agreements to which Seller is a party; (h) all right, title and interest of Seller to the trademarks “IIT Research Institute” and “IITRI”; (i) all right, title and interest of Seller under the letter agreement dated December 8, 2000, between Seller and Hxxxxxxx Lxxxx Xxxxxx & Zxxxx Capital; (j) all right, title and interest of Seller under the Professional Services Agreement dated February 1, 2002, between Seller and Willamette Management Associates; and (ik) any interest of Seller in the Indian company Illinois Institute of Technology (India) Private Limited.