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

Sale and Purchase of Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement and the Related Documents, as of the Closing Date, consistent with the Transaction Structure, the Company shall cause the Willtek Group to, and the Willtek Group shall, sell, transfer, convey, assign and deliver to the Buyers, free and clear of all Liens other than Permitted Liens, and the Buyers shall purchase from the Willtek Group all of the Willtek Group’s right, title and interest in, to, and under the Acquired Assets. As used herein, the “Acquired Assets” means, as of the Closing Date, all of the business of, and all of the assets and properties related to, and used in or held for use in the operation of, the Business, of every kind, character and description, whether tangible, intangible, personal or mixed, and wherever located, (other than the Excluded Assets), including, as set forth on the Schedule indicated and otherwise referenced specifically in a schedule to the German Xxxx of Sale and Assignment and Assumption Agreement or such other relevant local Xxxx of Sale, Assignment and Assumption Agreement or Related Document, the following: (a) all equipment, machinery, furniture, fixtures, office equipment, computer equipment (including all hardware, software and software codes and other Information Technology), communications equipment, motor vehicles and other transportation assets and property and spare and replacement parts, leasehold improvements, samples and demonstration models and systems, and other fixed assets (sometimes referred to herein collectively as the “Equipment”), supplies and other tangible personal property used in the operation of the Business, including that which is listed on Schedule 2.1(a); (b) all raw materials, work in process, finished goods and other inventory items, including related supplies, packaging materials and containers, held for manufacture or sale in connection with the Business (sometimes referred to herein as the “Inventory”), including those listed on Schedule 2.1(b); (i) all Intellectual Property, and all licenses and sublicenses granted and obtained with respect thereto, and all Intellectual Property rights thereunder, remedies against infringement thereof, and rights to protection of the interest therein under the Laws of all jurisdictions, including as set forth on Schedule 2.1(c)(i) and (ii) all Information Technology described on Schedule 2.1(c)(ii); (d) all outstanding customer purchase orders of the Business on the Closing Date, including those listed on Schedule 2.1(d); (e) all Contracts (other than all outstanding customer purchase orders of the Business referred to in Schedule 2.1(d)), warranties and security interests to which the Willtek Group is a party or by which the Willtek Group is bound, or which relates to the Business or to which any of the Business or the Acquired Assets is subject, and all of the Willtek Group’s rights thereunder, including those listed on Schedule 2.1(e) (the “Assumed Contracts”); (f) to the extent transferable, all Permits used in the Business; (g) all prepaid expenses relating to the Business as of the Closing Date, including those listed on Schedule 2.1(g); (h) all documents, part number lists, business and financial records, working papers, correspondence, memoranda, files, books, records, lists, and other documentation of any nature and in any format relating to the Products, services, customers, suppliers, vendors and distributors of the Business or otherwise relating to the Acquired Assets or the Business, including that developed and used for or in connection with accounting, designing, marketing, engineering, manufacturing, selling and testing or any other business operation or purpose; (i) all part numbers for Products designed, developed, manufactured, sold or distributed by the Business, including those listed on Schedule 2.1(i); (j) all goodwill and other tangible and intangible assets associated with the assets, properties and rights of the Business as a going concern, including, without any obligation to use the same after the Closing, the name and brand “Willtek” and “Willtek Communications” and any derivations of the foregoing, telephone and fax numbers, electronic mail addresses and websites; (k) all claims, causes of action, judgments and rights of the Seller related to the Acquired Assets, the Business and the Assumed Liabilities (except to the extent related to any Excluded Asset described in Section 2.2); (l) all lease security and other like deposits including those listed on Schedule 2.1(l); (m) all accounts and notes receivable, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto relating to, or arising in connection with, the Business reflected on the December 31, 2009 Balance Sheet and generated and not thereafter collected in the Ordinary Course of the Business as of the Closing Date including those set forth on Schedule 2.1(m) (collectively, “Accounts Receivable”); (n) all pension liability insurances and direct life insurances and annuities (as well as the cash surrender value thereof), which congruently or partially cover or otherwise fund the actual net present value of the pension obligations of the Willtek Group under any one or more of the Employee Plans (the “Employee Plan Insurances”); and (o) all other Assets related to the Business which are not identified as Excluded Assets, including those assets which should have been but were not listed on the Schedules above, as well as all other Assets acquired by the Willtek Group subsequent to the Effective Date and on or before the Closing Date related to the Business or any replacements of or for any of the Acquired Assets.

Sale and Purchase of Acquired Assets. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth in this Agreement and the Related Documents, as of the Closing Date, consistent with the Transaction StructureClosing, the Company Sellers shall cause the Willtek Group to, and the Willtek Group shall, sell, transfer, conveyassign, assign convey and deliver to the Buyers, free and clear of all Liens other than Permitted LiensBuyer, and the Buyers Buyer shall purchase from the Willtek Group purchase, acquire and take assignment and delivery of all of the Willtek Group’s right, title and interest in, to, to and under the Acquired Assets. As used herein, following assets owned by the “Acquired Assets” means, as of the Closing Date, all of the business of, and Sellers (all of the assets sold, assigned, transferred and properties related to, delivered to the Buyer hereunder being referred to collectively herein as the "Acquired Assets" and used in or held for use in the operation of, the Business, of every kind, character and description, whether tangible, intangible, personal or mixed, and wherever located, (other than the Excluded Assets), including, as are set forth on the Schedule indicated and otherwise referenced specifically in a schedule to the German Xxxx of Sale and Assignment and Assumption Agreement or such other relevant local Xxxx of Sale, Assignment and Assumption Agreement or Related Document, the following:2.1 attached hereto): (a) all equipment, machinery, furniture, fixtures, office equipment, computer equipment (including all hardware, software of the following intangible assets which are owned by the Sellers and software codes and other Information Technology), communications equipment, motor vehicles and other transportation assets and property and spare and replacement parts, leasehold improvements, samples and demonstration models and systems, and other fixed assets (sometimes referred to herein collectively as the “Equipment”), supplies and other tangible personal property used in connection with the operation of or relating to the Business throughout the world: (a) registered and unregistered trademarks and service marks (including common law rights) and applications for trademark and service xxxx registrations, in each case which are related to the Business; (b) trade names related to the Business (all assets in subparagraph (a) and (b) which shall include those items identified on Schedule A hereto, collectively referred to as the "Trademarks"); (c) registered and unregistered copyrights and applications for copyright registrations related to the Business; (d) proprietary concept information, including, without limitation, business and marketing plans, marketing materials (including without limitation, brochures, folders, special event planning guides and collateral materials) a reproducible copy of the Sellers' web page, advertising concepts, designs and slogans, in each case which are related to the Business, including that audio and video and other production products utilized to create any of the foregoing; and (e) all enhancements, improvements and derivative works of each of the foregoing, in each case, which is listed on Schedule 2.1(a)are used in connection with the Business; (b) all machinery, fixtures, equipment, vehicles, transportation and storage facilities, furniture, tools, stores, spare parts and other tangible personal property utilized in the Business owned by the Sellers and the Sellers' rights in any of the foregoing items leased or licensed by the Sellers and used in the Business; (c) all inventory (including raw materials, work in work-in-process, and finished goods goods), and supplies (including office, packaging, shop and other inventory items, including related supplies, packaging materials ) on hand and containers, held for manufacture or sale used in connection with the Business (sometimes referred to herein as the “"Inventory”), including those listed on Schedule 2.1(b); (i) all Intellectual Property, and all licenses and sublicenses granted and obtained with respect thereto, and all Intellectual Property rights thereunder, remedies against infringement thereof, and rights to protection of the interest therein under the Laws of all jurisdictions, including as set forth on Schedule 2.1(c)(i) and (ii) all Information Technology described on Schedule 2.1(c)(ii"); (d) all outstanding customer purchase orders items of pre-paid expenses relating to the Business on the Closing DateBusiness, including those listed on Schedule 2.1(dif any ("Pre-paid Expenses"); (e) all licenses with respect to patents, inventions, trade secrets, trademarks, technology, know-how, specifications, designs, drawings, processes, quality control data, and other technical and proprietary information relating to the Business; (f) the Sellers' rights and interests in and to (subject to the Buyer's assumption of the obligations thereunder arising on and after the Closing) all contracts, sales orders, purchase orders, equipment leases, personal property leases, licenses, forward commitments for supplies or materials and other contracts, arrangements and agreements, whether written or oral, which were entered into in the ordinary course of business with customers, suppliers, sales representatives, distributors, agents, lessors, lessees, licensors, licensees, consignors, consignees and other third parties, including, without limitation, all Contracts (other than listed on Schedule 5.13 hereto, all outstanding customer purchase orders of which relate to the Acquired Assets and the operation of the Business referred (the "Assumed Contracts"); (g) the Sellers' rights, to in Schedule 2.1(d))the extent assignable, under all third party warranties and security interests guarantees, whether express or implied, as they relate to the Business; (h) all claims, rights, setoffs and credits of Seller relating to the Assumed Contracts or the Acquired Assets; (i) all separately maintained (as well as relevant portions of those which are not separately maintained) books, records and files relating to the Willtek Group is a party ownership, occupancy, use or by which the Willtek Group is boundoperation of, or which relates to the Business or the Acquired Assets, including, without limitation, customer lists, vendor lists, catalogs and accounting and tax records; (j) all licenses, approvals, registrations, authorizations and permits pertaining to which any the ownership, occupancy, use or operation of the Business or the Acquired Assets is subject, and all of the Willtek Group’s rights thereunder, including those listed on Schedule 2.1(e) (the “Assumed Contracts”); (f) to the extent transferable, all Permits used in the Business; (g) all prepaid expenses relating to the Business as of the Closing Date, including those listed on Schedule 2.1(g); (h) all documents, part number lists, business and financial records, working papers, correspondence, memoranda, files, books, records, lists, and other documentation of any nature and in any format relating to the Products, services, customers, suppliers, vendors and distributors of the Business or otherwise relating to the Acquired Assets or the Business, including that developed and used for or in connection with accounting, designing, marketing, engineering, manufacturing, selling and testing or any other business operation or purpose; (i) all part numbers for Products designed, developed, manufactured, sold or distributed by the Business, including those listed on Schedule 2.1(i); (j) all goodwill and other tangible and intangible assets associated with the assets, properties and rights of the Business as a going concern, including, without any obligation to use the same after the Closing, the name and brand “Willtek” and “Willtek Communications” and any derivations of the foregoing, telephone and fax numbers, electronic mail addresses and websites;Assets; and (k) all claims, causes of action, judgments and rights of accounts receivables (whether or not invoiced) with respect to goods sold or services rendered within the Seller related 90 day period prior to the Acquired Assets, the Business and the Assumed Liabilities (except to the extent related to any Excluded Asset described in Section 2.2); (l) all lease security and other like deposits including those listed on Schedule 2.1(l); (m) all accounts and notes receivable, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto relating to, or arising in connection with, the Business reflected on the December 31, 2009 Interim Balance Sheet and generated and not thereafter collected in the Ordinary Course of the Business as of the Closing Date including those set forth on Schedule 2.1(m) (collectively, “Accounts Receivable”); (n) all pension liability insurances and direct life insurances and annuities (as well as the cash surrender value thereof), which congruently or partially cover or otherwise fund the actual net present value of the pension obligations of the Willtek Group under any one or more of the Employee Plans (the “Employee Plan Insurances”); and (o) all other Assets related to the Business which are not identified as Excluded Assets, including those assets which should have been but were not listed on the Schedules above, as well as all other Assets acquired by the Willtek Group subsequent to the Effective Date and on or before the Closing Date related to the Business or any replacements of or for any of the Acquired AssetsDate.

Sale and Purchase of Acquired Assets. Upon Subject to the terms and subject to conditions of this Agreement, at the conditions set forth in this Agreement and the Related Documents, as of the Closing Date, consistent with the Transaction StructureClosing, the Company shall cause the Willtek Group to, and the Willtek Group shall, sell, transfer, conveyassign, assign convey and deliver to the Buyers, free and clear of all Liens other than Permitted LiensBuyer, and the Buyers Buyer shall purchase from the Willtek Group purchase, acquire and take assignment and delivery of all of the Willtek Group’s right, title and interest in, to, to and under the Acquired Assets. As used herein, the “Acquired Assets” means, as of the Closing Date, all of the business of, and all of the assets and properties related toowned by the Company, and used in or held for use in the operation of, the Business, of every kind, character and description, whether tangible, intangible, personal or mixed, and wherever located, (other than the Excluded Assets (all of the assets sold, assigned, transferred and delivered to the Buyer hereunder being referred to collectively herein as the "Acquired Assets)" and are set forth below and include, includingwithout limitation, as the assets set forth on the Schedule indicated and otherwise referenced specifically in a schedule to the German Xxxx of Sale and Assignment and Assumption Agreement or such other relevant local Xxxx of Sale, Assignment and Assumption Agreement or Related Document, the following:2.1 attached hereto): (a) all equipment, machinery, furniture, fixtures, office equipment, computer equipment (including all hardware, software of the following intangible assets which are owned by the Company and software codes and other Information Technology), communications equipment, motor vehicles and other transportation assets and property and spare and replacement parts, leasehold improvements, samples and demonstration models and systems, and other fixed assets (sometimes referred to herein collectively as the “Equipment”), supplies and other tangible personal property used in connection with the operation of or relating to the Business throughout the world: (a) registered and unregistered trademarks and service marks (including common law rights) and applications for trademark and service xxxx registrations, in each case which are related to the Business; (b) trade names related to the Business (all assets in subparagraph (a) and (b) which shall include those items identified on Schedule 2.1 hereto including, without limitation, subject to Section 7.2(b) the trade name "Galt Corporation" collectively referred to as the "Trademarks"); (c) registered and unregistered copyrights and applications for copyright registrations related to the Business; (d) proprietary concept information, including, without limitation, business and marketing plans, marketing materials (including without limitation, brochures, folders, special event planning guides and collateral materials) a reproducible copy of the Companys' web page, advertising concepts, designs and slogans, in each case which are related to the Business, including that audio and video and other production products utilized to create any of the foregoing; and (e) all enhancements, improvements and derivative works of each of the foregoing, in each case, which is listed on Schedule 2.1(a)are used in connection with the Business; (b) all machinery, fixtures, equipment, vehicles, transportation and storage facilities, furniture, tools, stores, spare parts and other tangible personal property utilized in the Business owned by the Company and the Company's rights in any of the foregoing items leased or licensed by the Company and used in the Business; (c) all inventory (including raw materials, work in work-in-process, and finished goods goods), and supplies (including office, packaging, shop and other inventory items, including related supplies, packaging materials ) on hand and containers, held for manufacture or sale used in connection with the Business (sometimes referred to herein as the “"Inventory”), including those listed on Schedule 2.1(b); (i) all Intellectual Property, and all licenses and sublicenses granted and obtained with respect thereto, and all Intellectual Property rights thereunder, remedies against infringement thereof, and rights to protection of the interest therein under the Laws of all jurisdictions, including as set forth on Schedule 2.1(c)(i) and (ii) all Information Technology described on Schedule 2.1(c)(ii"); (d) all outstanding customer purchase orders items of pre-paid expenses relating to the Business on the Closing DateBusiness, including those listed on Schedule 2.1(dif any ("Pre-paid Expenses"); (e) all Contracts licenses with respect to patents, inventions, trade secrets, trademarks, technology, know-how, specifications, designs, drawings, processes, quality control data, and other technical and proprietary information relating to the Business; (f) the Company's rights and interests in and to (subject to the Buyer's assumption of the obligations thereunder arising on and after the Closing) all contracts, sales orders, purchase orders, equipment leases, personal property leases, licenses, forward commitments for supplies or materials and other than contracts, arrangements and agreements, whether written or oral, which were entered into in the ordinary course of business with customers, suppliers, sales representatives, distributors, agents, lessors, lessees, licensors, licensees, consignors, consignees and other third parties, including, without limitation, all outstanding customer purchase orders material contracts listed on Schedule 2.1 (f) hereto, all of which relate to the Acquired Assets and the operation of the Business referred (the "Assumed Contracts"); (g) the Company's rights, to in Schedule 2.1(d))the extent assignable, under all third party warranties and security interests guarantees, whether express or implied, as they relate to the Business; (h) all claims, rights, setoffs and credits of Company relating to the Assumed Contracts or the Acquired Assets; (i) all separately maintained (as well as relevant portions of those which are not separately maintained) books, records and files relating to the Willtek Group is a party ownership, occupancy, use or by which the Willtek Group is boundoperation of, or which relates to the Business or the Acquired Assets, including, without limitation, customer lists, vendor lists, catalogs and accounting and tax records; (j) all licenses, approvals, registrations, authorizations and permits pertaining to which any the ownership, occupancy, use or operation of the Business or the Acquired Assets is subject, and all of the Willtek Group’s rights thereunder, including those listed on Schedule 2.1(e) (the “Assumed Contracts”); (f) to the extent transferable, all Permits used in the Business; (g) all prepaid expenses relating to the Business as of the Closing Date, including those listed on Schedule 2.1(g); (h) all documents, part number lists, business and financial records, working papers, correspondence, memoranda, files, books, records, lists, and other documentation of any nature and in any format relating to the Products, services, customers, suppliers, vendors and distributors of the Business or otherwise relating to the Acquired Assets or the Business, including that developed and used for or in connection with accounting, designing, marketing, engineering, manufacturing, selling and testing or any other business operation or purpose; (i) all part numbers for Products designed, developed, manufactured, sold or distributed by the Business, including those listed on Schedule 2.1(i); (j) all goodwill and other tangible and intangible assets associated with the assets, properties and rights of the Business as a going concern, including, without any obligation to use the same after the Closing, the name and brand “Willtek” and “Willtek Communications” and any derivations of the foregoing, telephone and fax numbers, electronic mail addresses and websites;Assets; and (k) all claims, causes of action, judgments and rights of accounts receivables (whether or not invoiced) with respect to goods sold or services rendered within the Seller related 90 day period prior to the Acquired AssetsClosing Date, the Business and the Assumed Liabilities (except to the extent related to any Excluded Asset described in Section 2.2); (l) all lease security and other like deposits including those listed on Schedule 2.1(l); (m) all accounts and notes receivableincluding, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto relating towithout limitation, or arising in connection with, the Business reflected on the December 31, 2009 Balance Sheet and generated and not thereafter collected in the Ordinary Course of the Business as of the Closing Date including those set forth on Schedule 2.1(m2.1(k) (collectively, “Accounts Receivable”); (n) all pension liability insurances and direct life insurances and annuities (as well as the cash surrender value thereof), which congruently or partially cover or otherwise fund the actual net present value of the pension obligations of the Willtek Group under any one or more of the Employee Plans (the “Employee Plan Insurances”); and (o) all other Assets related to the Business which are not identified as Excluded Assets, including those assets which should have been but were not listed on the Schedules above, as well as all other Assets acquired by the Willtek Group subsequent to the Effective Date and on or before the Closing Date related to the Business or any replacements of or for any of the Acquired Assetshereof.

Sale and Purchase of Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in this Agreement Seller shall at Closing sell, convey, assign, transfer and deliver to Purchaser, and Purchaser shall purchase and accept from Seller, substantially all the Related Documentsassets that are currently used, useful, or necessary to operate the Business, as it is now being conducted, ("Purchased Assets") including: (a) The machinery, equipment, fixtures, tools, computers, and other tangible personal property set forth on SCHEDULE 1.1(a) of this Agreement; (b) All accounts and notes receivable, related to the Business, for work in process as of the Closing Date, consistent with the Transaction Structureas set forth on SCHEDULE 1.1(b) of this Agreement; (c) The patents, the Company shall cause the Willtek Group totrademarks, trade names, copyrights, and the Willtek Group shallother intellectual property rights set forth on SCHEDULE 1.1(c) of this Agreement; (d) All rights of Seller to computer software (however recorded), sell, transfer, convey, assign and deliver to the Buyers, free and clear of all Liens other than Permitted Liensprograms, and the Buyers shall purchase from the Willtek Group all of the Willtek Group’s rightdata bases used, title and interest in, to, and under the Acquired Assets. As used herein, the “Acquired Assets” means, as of the Closing Date, all of the business of, and all of the assets and properties related to, and used in useful or held for use in the operation of, necessary to operate the Business, of every kind, character and description, whether tangible, intangible, personal or mixed, and wherever located, (other than the Excluded Assets), includingas it is now being conducted, as set forth on the Schedule indicated and otherwise referenced specifically in a schedule to the German Xxxx SCHEDULE 1.1(d) of Sale and Assignment and Assumption Agreement or such other relevant local Xxxx of Sale, Assignment and Assumption Agreement or Related Document, the following: (a) all equipment, machinery, furniture, fixtures, office equipment, computer equipment (including all hardware, software and software codes and other Information Technology), communications equipment, motor vehicles and other transportation assets and property and spare and replacement parts, leasehold improvements, samples and demonstration models and systems, and other fixed assets (sometimes referred to herein collectively as the “Equipment”), supplies and other tangible personal property used in the operation of the Business, including that which is listed on Schedule 2.1(a); (b) all raw materials, work in process, finished goods and other inventory items, including related supplies, packaging materials and containers, held for manufacture or sale in connection with the Business (sometimes referred to herein as the “Inventory”), including those listed on Schedule 2.1(b); (i) all Intellectual Property, and all licenses and sublicenses granted and obtained with respect thereto, and all Intellectual Property rights thereunder, remedies against infringement thereof, and rights to protection of the interest therein under the Laws of all jurisdictions, including as set forth on Schedule 2.1(c)(i) and (ii) all Information Technology described on Schedule 2.1(c)(ii); (d) all outstanding customer purchase orders of the Business on the Closing Date, including those listed on Schedule 2.1(d)this Agreement; (e) all Contracts (All executory contracts and other than all outstanding customer open purchase orders of the Business referred to in Schedule 2.1(d)), warranties and security interests to which the Willtek Group is a party or by which the Willtek Group is bound, or which relates other agreements related to the Business or to which any as set forth on SCHEDULE 1.1(e) of the Business or the Acquired Assets is subject, and all of the Willtek Group’s rights thereunder, including those listed on Schedule 2.1(e) (the “Assumed Contracts”)this Agreement; (f) All drawings, designs, specifications and production data with respect to the extent transferableBusiness; (g) All of the (i) finished goods, all Permits (ii) work in process, raw materials, inventory, products, operating supplies, packaging and shipping materials and (iii) replacement, spare and component parts used in the Business; (gh) all prepaid expenses All books and records of Seller relating to the Business as of the Closing Date, including those listed on Schedule 2.1(g); (h) all documents, part number customer and supplier lists, business and financial records, working papers, correspondence, memoranda, files, books, records, mailing lists, advertising lists, trade secrets, know-how and other documentation of any nature proprietary and in any format relating to the Products, services, customers, suppliers, vendors and distributors of the Business or otherwise relating to the Acquired Assets or the Business, including that developed and used for or in connection with accounting, designing, marketing, engineering, manufacturing, selling and testing or any other business operation or purpose; (i) all part numbers for Products designed, developed, manufactured, sold or distributed by the Business, including those listed on Schedule 2.1(i); (j) all goodwill and other tangible and intangible assets associated with the assets, properties and rights of the Business as a going concern, including, without any obligation to use the same after the Closing, the name and brand “Willtek” and “Willtek Communications” and any derivations of the foregoing, telephone and fax numbers, electronic mail addresses and websites; (k) all claims, causes of action, judgments and rights of the Seller related to the Acquired Assets, the Business and the Assumed Liabilities (except to the extent related to any Excluded Asset described in Section 2.2); (l) all lease security and other like deposits including those listed on Schedule 2.1(l); (m) all accounts and notes receivable, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto relating to, or arising in connection with, the Business reflected on the December 31, 2009 Balance Sheet and generated and not thereafter collected in the Ordinary Course confidential information of the Business as of the Closing Date including those Closing; (i) All assignable permits, licenses, approvals, certifications and listings or the like with respect to the Business issued to Seller by any federal, state, local, foreign or other jurisdiction or instrumentality or certification organization as set forth on Schedule 2.1(mSCHEDULE 1.1(i) (collectively, “Accounts Receivable”)of this Agreement; (nj) all pension liability insurances All currently effective leases of equipment and direct life insurances and annuities (as well as the cash surrender value thereof), which congruently or partially cover or otherwise fund the actual net present value of the pension obligations of the Willtek Group under any one or more of the Employee Plans (the “Employee Plan Insurances”); and (o) all other Assets related personal property with respect to the Business which are not identified as Excluded Assets, including those assets which should have been but were not listed set forth on the Schedules above, as well as all other Assets acquired by the Willtek Group subsequent to the Effective Date and on or before the Closing Date related to the Business or any replacements SCHEDULE 1.1(j) of or for any of the Acquired Assetsthis Agreement.