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

Sale and Purchase of the Acquired Assets. In accordance with the terms and upon the conditions of this Agreement, at the Closing Seller hereby agrees to sell, transfer, assign and deliver (and cause each of its Affiliates (as applicable) to sell, transfer, assign and deliver) to Buyer (or one or more of its designated Affiliates), and Buyer agrees to, or cause its designated Affiliate to, purchase, acquire and accept from the Seller Entities all right, title and interest in and to any and all of the Seller Entities’ assets, properties, rights and claims of all types (in each case, whether tangible or intangible) that are primarily used in or primarily related to the operation of the Business or that are otherwise described in this Section 1.2 as an Acquired Asset and that are not included in the Excluded Assets (collectively, the “Acquired Assets”), in each case free and clear of all Liens other than Permitted Liens; provided, however, that notwithstanding any provision of this Agreement or any provision of any Ancillary Agreement, none of the assets of an Acquired Company shall be considered Acquired Assets for purposes of this Agreement or any Ancillary Agreement. As used in this Agreement, the phrase “primarily used in or primarily related to” (or any similar phrase used to characterize particular assets or liabilities) refers to use in or relation to the balance of Seller’s business as of the date of this Agreement. Without limiting the generality of the foregoing, the Acquired Assets include: (a) all trade and other accounts receivable (collectively, the “Accounts Receivable”) attributable to the Business, and all rights in connection with deposits and prepaid expenses to the extent primarily relating to the Business, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount; (b) all inventory primarily used in or primarily relating to the operation of the Business, including raw materials and supplies, works in process and finished goods, whether located at Seller’s or its Affiliates’ facilities, in transit to or from Seller’s or its Affiliates’ facilities or held by Seller or its Affiliates or vendors on consignment, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount, but excluding for the avoidance of doubt the inventory described on Schedule 1.2(b) (the “Acquired Inventory”); (c) all machinery, furniture, fixtures, tools, supplies, spare parts, vehicles, trailers, equipment, hardware, computers and other tangible personal property primarily used in or primarily relating to the operation of the Business, including such property as set forth on Schedule 1.2(c) (which schedule may be updated by Seller between the date of this Agreement and the Closing to reflect changes in the Ordinary Course of Business in compliance with the terms of Section 4.3) together with the third-party Software products that were provided with and are integrated with or otherwise used primarily in connection with the operation of such machinery, tools, equipment, hardware, computers or other tangible personal property; (d) all Owned Real Property listed on Schedule 1.2(d) and all tangible assets and property physically located in the structures, improvements, buildings and facilities located on such Owned Real Property on the Closing Date; (e) all leasehold interests in and to the Leased Real Property listed on Schedule 1.2(e) and each of the Leases and all tangible assets and property physically located in the structures, improvements, buildings and facilities located on such Leased Real Property on the Closing Date; (f) all leasehold interests in and to all personal property primarily used in or primarily relating to the operation of the Business; (g) all Assigned Intellectual Property and other rights and technology to the extent provided for in the Intellectual Property Assignment and License Agreement; (h) all Contracts primarily used in or primarily relating to the operation of the Business, including the Contracts described in Schedule 1.2(h) (the “Acquired Contracts”); (i) all claims and rights (and benefits arising therefrom) with or against all Persons that primarily relate to the Business, including all rights against suppliers under warranties covering any inventory, equipment or other tangible assets, all claims and rights under sales contracts, statements of work, purchase orders and other similar commitments, all rights to rebates (including rebates under the rebate agreements listed on Schedule 1.2(i)) and rights under agreements with employees concerning confidentiality, non-competition and assignment of inventions, in each case, to the extent primarily relating to the Business; (j) all Permits primarily used in or primarily relating to the operation of the Business, and all rights thereunder, to the extent legally transferable; (k) all books and records, payroll, sales, marketing and promotional materials, catalogues and advertising literature, employee manuals, customer lists, vendors lists, insurance records, maintenance and asset history records, ledgers, and copies of all books of original entry, and Occupational Safety and Health Administration and Environmental Protection Agency files (if any) (collectively, “Books and Records”), in each case, to the extent primarily used in or primarily relating to the operation of the Business or to the extent relating to the Acquired Assets, but specifically excluding any Books and Records that are described in Section 1.4(a)(iv) or Section 1.4(a)(v); and (l) all goodwill and going concern value to the extent primarily related to the Business or any Acquired Asset.

Sale and Purchase of the Acquired Assets. In accordance with Subject to and upon the terms and upon the conditions of set forth in this Agreement, at the Closing Closing, Seller hereby agrees to shall (and the Principals shall cause Seller to) sell, transfer, convey, assign and deliver (and cause each of its Affiliates (as applicable) to sell, transfer, assign and deliver) to Buyer Silvercrest (or one or more to any Affiliate of its Silvercrest designated Affiliatesby Silvercrest), and Buyer agrees to, Silvercrest (or cause its designated Affiliate toAffiliate) shall purchase or acquire from Seller, purchasefree and clear of all Encumbrances other than Permitted Encumbrances, acquire and accept from the Seller Entities all rightrights, title and interest in of Seller in, to and to any under (a) all assets of Seller (except for the Retained Assets) and (b) all goodwill of the Seller Entities’ assets, properties, rights and claims of all types (in each case, whether tangible or intangible) that are primarily used in or primarily related to the operation of such assets and the Business or that are otherwise described in this Section 1.2 as an Acquired Asset and that are not included in the Excluded Assets (collectively, but not including the Retained Assets, the “Acquired Assets”), in each case free and clear . For the avoidance of all Liens other than Permitted Liens; provided, however, that notwithstanding any provision of this Agreement or any provision of any Ancillary Agreement, none of the assets of an Acquired Company shall be considered Acquired Assets for purposes of this Agreement or any Ancillary Agreement. As used in this Agreement, the phrase “primarily used in or primarily related to” (or any similar phrase used to characterize particular assets or liabilities) refers to use in or relation to the balance of Seller’s business as of the date of this Agreement. Without limiting the generality of the foregoingdoubt, the Acquired Assets include, without limitation: (a) all trade All Investment Advisory Contracts (except any such Investment Advisory Contracts and other accounts receivable (collectively, the “Accounts Receivable”) attributable to the Business, and all rights in connection with deposits and prepaid expenses to the extent primarily Contracts relating to the Business, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital AmountCortina Funds); (b) all inventory primarily used in or primarily relating An amount of cash equal to the operation of the Business, including raw materials and supplies, works in process and finished goods, whether located at Seller’s or its Affiliates’ facilities, in transit to or from Seller’s or its Affiliates’ facilities or held by Seller or its Affiliates or vendors on consignment, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount, but excluding for the avoidance of doubt the inventory described on Schedule 1.2(b) (the “Acquired Inventory”)Closing Cash Target; (c) all machineryAll Intellectual Property Contracts; (d) All Vendor Contracts; (e) All Personal Property Lease Contracts; (f) All Real Property Lease Contracts, furniture, fixtures, tools, supplies, spare parts, vehicles, trailers, equipment, hardware, computers and other tangible personal property primarily used in or primarily relating to but excluding the operation of the Business, New York office lease; (g) All Solicitation Contracts; (h) All Confidentiality Contracts; (i) All Other Business Contracts; (j) All Outstanding Offers; (k) All Personal Property (including such property any warranties thereon) except as set forth on Schedule 1.2(c) (which schedule may be updated by Seller between the date of this Agreement and the Closing to reflect changes in the Ordinary Course of Business in compliance with the terms of Section 4.3) together with the third-party Software products that were provided with and are integrated with or otherwise used primarily in connection with the operation of such machinery, tools, equipment, hardware, computers or other tangible personal property; (d) all Owned Real Property listed on Schedule 1.2(d) and all tangible assets and property physically located in the structures, improvements, buildings and facilities located on such Owned Real Property on the Closing Date; (e) all leasehold interests in and to the Leased Real Property listed on Schedule 1.2(e) and each of the Leases and all tangible assets and property physically located in the structures, improvements, buildings and facilities located on such Leased Real Property on the Closing Date; (f) all leasehold interests in and to all personal property primarily used in or primarily relating to the operation of the Business; (g) all Assigned Intellectual Property and other rights and technology to the extent provided for in the Intellectual Property Assignment and License Agreement; (h) all Contracts primarily used in or primarily relating to the operation of the Business, including the Contracts described in Schedule 1.2(h) (the “Acquired Contracts”2.1(k); (il) All intangible rights and intangible property of Seller, including Seller’s name, logo and any service marks, all Contracts relating to any of the foregoing, and the other Intellectual Property identified or required to be identified on Schedule 3.1.18, going concern value and goodwill; (m) Any Governmental Approvals, and any pending applications therefor or renewals thereof, identified on Schedule 2.1(m) in each case to the extent transferable to Silvercrest (or its designated Affiliates); (n) All rights, demands, causes of action, Litigation and other claims and rights (and benefits arising therefrom) with of Seller against third parties relating to the Acquired Assets, the Assumed Liabilities or against all Persons that primarily relate to the Business, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, or otherwise, including all rights against suppliers under warranties covering any inventorysuch rights, equipment or other tangible assetsdemands, all causes of action, Litigation and claims and rights under sales contracts, statements of work, purchase orders and other similar commitments, all rights to rebates (including rebates under the rebate agreements listed identified on Schedule 1.2(i2.1(n); (o) and rights under agreements with employees concerning confidentiality, non-competition and assignment All performance records of inventions, in each case, to the extent primarily or relating to the Business; (jp) all Permits primarily used in All strategy, know-how, and trade secrets respecting or primarily relating to the operation of Business; (q) General books and records relating to the Business, and all rights thereunderBusiness and, to the extent legally transferable; (k) all not considered a part of such general books and records, payrollbooks of account, salesledgers and general, financial and accounting records, all policies and procedures, logs, marketing and Client lists, price lists, Client files, account information, information relating to security holdings, credit files, computer stored or generated reports, performance records, referral sources, advertising, marketing and promotional materials, catalogues service and advertising literature, employee manuals, customer lists, vendors lists, insurance warranty records, maintenance and asset history recordscreative materials, ledgerspersonnel records (subject to requirements under Applicable Law), studies, reports, correspondence, and copies of all books of original entryother data, records and Occupational Safety and Health Administration and Environmental Protection Agency files (if any) (collectivelyinformation on any tangible medium or that is stored in any electronic or other medium, “Books and Records”), in each case, to the extent primarily used in or primarily relating to the operation of the Business or to the extent relating to the Acquired Assets, but specifically excluding the Assumed Liabilities or the Business, and wherever located or stored; provided, however that the Acquired Assets shall not include the Corporate Records, Tax Returns or any Books and Records that are described in Section 1.4(a)(iv) or Section 1.4(a)(v)work papers related to said Tax Returns; and (lr) all goodwill Any other Contracts and going concern value assets, tangible or intangible, relating to the extent primarily related to Acquired Assets, the Assumed Liabilities or the Business, and necessary for the conduct of the Business by Silvercrest (or its designated Affiliates) that are not specifically identified as Retained Assets, including those identified or described on Schedule 2.1(r). After the Closing, Seller shall have no further rights, title and interest in, to or under, or to utilize, any Acquired AssetAsset (including Seller’s name, logo, and any service xxxx included in the Acquired Assets).

Sale and Purchase of the Acquired Assets. In accordance with Upon the terms and upon subject to the conditions of this Purchase Agreement, at the Closing Seller hereby agrees to Sellers shall sell, transfer, assign assign, convey and deliver (and cause each of its Affiliates (as applicable) to sell, transfer, assign and deliver) to the Buyer (or one or more of its Buyer’s designated Affiliatesassignee, as hereinafter provided), free and clear of any Encumbrances, and the Buyer agrees to, or cause its designated Affiliate to, purchase, shall purchase and acquire and accept from the Seller Entities Sellers, all of their right, title to and interest in and to any the following assets and all of the Seller Entities’ assets, properties, rights and claims of all types (in each case, whether tangible or intangible) that are primarily used in or primarily related to the operation of the Business or that are otherwise described in this Section 1.2 as an Acquired Asset and that are not included in the Excluded Assets properties (collectively, the “Acquired Assets”), in each case free and clear of all Liens other than Permitted Liens; provided, however, that notwithstanding any provision of this Agreement or any provision of any Ancillary Agreement, none of as the assets of an Acquired Company shall be considered Acquired Assets for purposes of this Agreement or any Ancillary Agreement. As used in this Agreement, the phrase “primarily used in or primarily related to” (or any similar phrase used to characterize particular assets or liabilities) refers to use in or relation to the balance of Seller’s business as of same may exist on the date of this Agreement. Without limiting the generality of the foregoing, the Acquired Assets includeconveyance thereof to Buyer: (a) all trade and other accounts receivable Customer Contracts set forth on Schedule 1.01(a) (collectively, the “Accounts ReceivableAssumed Customer Contracts”) attributable to the Business, and all rights in connection with deposits and prepaid expenses to the extent primarily relating to the Business, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount); (b) all inventory primarily Numbers used by Sellers in or primarily relating to the operation conduct of the Business, including raw materials and supplies, works in process and finished goods, whether located at Seller’s or its Affiliates’ facilities, in transit to or from Seller’s or its Affiliates’ facilities or held by Seller or its Affiliates or vendors on consignment, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount, but excluding except for the avoidance of doubt the inventory described Excluded Numbers, including, without limitation, all Numbers delineated on Schedule 1.2(b) 1.01(b), which Numbers shall be conveyed to Buyer through local number portability or “LNP,” or, at Buyer’s option, by assignment directly to Buyer (the “Acquired Inventory”which assignment Sellers shall use all reasonable efforts to effect); (c) the equipment delineated on Schedule 1.01(c), which such equipment includes all machineryof the network access servers, furniture, fixtures, tools, supplies, spare parts, vehicles, trailers, or NAS equipment, hardwareowned by Sellers and used, computers and other tangible personal property primarily used in contemplated to be used, or primarily relating to the operation of the Businessheld for use, including such property as set forth on Schedule 1.2(c) (which schedule may be updated by Seller between the date of this Agreement and the Closing to reflect changes solely in the Ordinary Course of Business in compliance with the terms of Section 4.3) together with the third-party Software products that were provided with and are integrated with or otherwise used primarily in connection with the operation of such machinery, tools, equipment, hardware, computers or other tangible personal property(“Purchased Equipment”); (d) subject to Section 1.05, all Owned Real Property listed accounts receivable arising from the Assumed Customer Contracts with respect to services provided on Schedule 1.2(d) and all tangible assets and property physically located in the structures, improvements, buildings and facilities located on such Owned Real Property on or after the Closing Date, including (i) all trade accounts receivable and other rights to payment from customers of the Sellers under the Assumed Customer Contracts and the full benefit of all security for such accounts or rights to payment, including all trade accounts receivable representing amounts receivable in respect of goods shipped or products sold or services rendered to customers of the Sellers under the Assumed Customer Contracts, (ii) all other accounts or notes receivable of the Sellers under the Assumed Customer Contracts and all deposits with respect to such accounts or notes receivable, (iii) any claim, remedy or other right related to any of the foregoing (“Receivables”), and (iv) reciprocal compensation, if any, with respect to each Number from and after the applicable Effective Date for such Number; (e) all leasehold interests in books and to the Leased Real Property listed on Schedule 1.2(e) and each of the Leases and all tangible assets and property physically located in the structures, improvements, buildings and facilities located on such Leased Real Property on the Closing Date; (f) all leasehold interests in and to all personal property primarily used in or primarily relating to the operation of the Business; (g) all Assigned Intellectual Property and other rights and technology records to the extent provided for in the Intellectual Property Assignment and License Agreement; (h) all Contracts primarily used in or primarily relating related to the operation of the Business, including the Contracts described in Schedule 1.2(h) Acquired Assets (the “Acquired Contracts”); (i) all claims and rights (and benefits arising therefrom) with or against all Persons that primarily relate to the Business, including all rights against suppliers under warranties covering any inventory, equipment or other tangible assets, all claims and rights under sales contracts, statements of work, purchase orders and other similar commitments, all rights to rebates (including rebates under the rebate agreements listed on Schedule 1.2(i)) and rights under agreements with employees concerning confidentiality, non-competition and assignment of inventions, in each case, to the extent primarily relating to the Business; (j) all Permits primarily used in or primarily relating to the operation of the Business, and all rights thereunder, to the extent legally transferable; (k) all books and records, payroll, sales, marketing and promotional materials, catalogues and advertising literature, employee manuals, customer lists, vendors lists, insurance records, maintenance and asset history records, ledgers, and copies of all books of original entry, and Occupational Safety and Health Administration and Environmental Protection Agency files (if any) (collectively, “Books and Records”), in each caseincluding, to without limitation, client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, environmental Records, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records; (f) all claims of Sellers against third parties arising on and after the extent primarily used in or primarily Closing Date relating to the Acquired Assets or the Assumed Liabilities, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and The Acquired Assets shall include such other contracts or assets as requested by Buyer and which the Sellers and the Buyer reasonably determine are necessary for the Buyer’s operation of the Business or after the Closing Date, as the Sellers and the Buyer may agree in writing by amendment to the extent relating to the Acquired Assets, but specifically excluding any Books and Records that are described in Section 1.4(a)(iv) or Section 1.4(a)(v); and (l) all goodwill and going concern value to the extent primarily related to the Business or any Acquired Assetschedules hereto.

Sale and Purchase of the Acquired Assets. In accordance with Subject to and upon the terms and upon the conditions of set forth in this Agreement, at the Closing Closing, Seller hereby agrees to shall sell, transfer, convey, assign and deliver (or cause to be sold, transferred, conveyed, assigned and cause each of its Affiliates (as applicabledelivered) to sell, transfer, assign and deliver) to Buyer (or one or more of its designated Affiliates)Buyer, and Buyer agrees to, or cause its designated Affiliate to, shall purchase, acquire and accept from the Seller Entities Seller, free and clear of all Liens (other than Permitted Liens), all right, title and interest in of Seller in, to and to any under (i) all assets of Seller (except for the Excluded Assets), and (ii) all goodwill, including the benefit of the amortization of such goodwill, of Seller Entities’ assets, properties, rights and claims of all types (in each case, whether tangible or intangible) that are primarily used in or primarily related to the operation of such assets and the Business or that are otherwise described in this Section 1.2 (item (ii) being referred to herein as an the “Acquired Asset Corporate Goodwill” and, items (i) and that are (ii) collectively, but not included in including the Excluded Assets (collectivelyAssets, the “Acquired Assets”), in each case free and clear . For the avoidance of all Liens other than Permitted Liens; provided, however, that notwithstanding any provision of this Agreement or any provision of any Ancillary Agreement, none of the assets of an Acquired Company shall be considered Acquired Assets for purposes of this Agreement or any Ancillary Agreement. As used in this Agreement, the phrase “primarily used in or primarily related to” (or any similar phrase used doubt with respect to characterize particular assets or liabilities) refers to use in or relation to the balance of Seller’s business as of the date of this Agreement. Without limiting the generality of the foregoing, the Acquired Assets include: (a) all trade and other accounts receivable (collectively, the “Accounts Receivable”) attributable An amount of cash equal to the Business, and all rights in connection with deposits and prepaid expenses to the extent primarily relating to the Business, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital AmountClosing Cash Target; (b) all inventory primarily used in or primarily relating All Contracts related to the operation of the Business, including raw materials and supplies, works in process and finished goods, whether located at Seller’s or its Affiliates’ facilities, in transit to or from Seller’s or its Affiliates’ facilities or held by Seller or its Affiliates or vendors on consignment, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount, but excluding for the avoidance of doubt the inventory described on Schedule 1.2(b) (the “Acquired Inventory”); (c) all machinery, furniture, fixtures, tools, supplies, spare parts, vehicles, trailers, equipment, hardware, computers and other tangible personal property primarily used in or primarily relating to the operation of the Business, including such property as set forth on Schedule 1.2(c) All Investment Contracts not otherwise captured by clause (which schedule may be updated by Seller between the date of this Agreement and the Closing to reflect changes in the Ordinary Course of Business in compliance with the terms of Section 4.3) together with the third-party Software products that were provided with and are integrated with or otherwise used primarily in connection with the operation of such machinery, tools, equipment, hardware, computers or other tangible personal propertyb); (d) all Owned Real All Seller Intellectual Property listed on Schedule 1.2(d) and all tangible assets income, royalties, damages and property physically located payments due or payable at the Closing or thereafter relating to the Seller Intellectual Property (including damages and payments for past or future infringements or misappropriations thereof), the right to register, prosecute, maintain and defend the Seller Intellectual Property before any public or private agency or registrar, the right to xxx and recover damages for past or future infringements or misappropriations thereof and the right to fully and entirely stand in the structures, improvements, buildings and facilities located on such Owned Real Property on the Closing Dateplace of Seller in all matters related thereto; (e) all leasehold interests in and All Contracts with vendors, solicitors or other service providers, to the Leased Real Property listed on Schedule 1.2(eextent that (i) Buyer and each of the Leases and all tangible assets and property physically located Seller mutually agree in the structures, improvements, buildings and facilities located on such Leased Real Property on writing prior to the Closing Datethat such Contracts will be assigned to Buyer and (ii) such Contracts are assignable; (f) all leasehold interests in All Contracts for the lease of (i) real property and to all (ii) personal property primarily used in or primarily relating to the operation extent that (1) Buyer and Seller mutually agree in writing prior to the Closing that such Contracts for the lease of personal property will be assigned to Buyer and (2) such Contracts for the Businesslease of personal property are assignable; (g) all Assigned Intellectual Property and other rights and technology to the extent provided for in the Intellectual Property Assignment and License AgreementAll Outstanding Offers; (h) all Contracts primarily used in or primarily relating to the operation of the Business, All personal property (including the Contracts described in Schedule 1.2(h) (the “Acquired Contracts”any warranties thereon); (i) All intangible rights and intangible assets and property including all Contracts relating to any of the foregoing, the Seller Intellectual Property, going concern value and Acquired Corporate Goodwill and Seller’s name, logo and any service xxxx included in the Acquired Assets, subject to the rights granted to Seller pursuant to Section 5.3(j) relating to Seller’s use of its name on and after the Closing; (j) Any Governmental Approvals, and any pending applications therefor or renewals thereof, identified on Schedule 2.1(j), in each case to the extent transferable to Buyer; (k) All Accounts Receivable (except to the extent relating to periods on or prior to the Closing Date and to be remitted to Sellers); (l) Intentionally omitted; (m) All rights, demands, causes of action, Legal Proceedings and other claims and rights (and benefits arising therefrom) with of Seller against third parties relating to the Acquired Assets or against all Persons that primarily relate to the Business, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, or otherwise, including all rights against suppliers under warranties covering any inventorysuch rights, equipment or other tangible assetsdemands, all causes of action, Legal Proceedings and claims and rights under sales contracts, statements of work, purchase orders and other similar commitments, all rights to rebates (including rebates under the rebate agreements listed identified on Schedule 1.2(i)2.1(m) and rights under agreements with employees concerning confidentiality, non-competition and assignment of inventions, in each case, (except to the extent primarily that amounts received are excluded as being in respect of demands, causes of action, Legal Proceedings and other claims of Seller against third parties relating to the Acquired Assets or the Business finally determined prior to, or initiated on or prior to and pending on, the Closing Date); (n) All prepaid charges and expenses, other prepaid items, deferred charges, advance payments and security deposits of Seller associated with the Business, other than in connection with insurance premiums; (o) All bank accounts, credits, deposits, escrowed funds for Assumed Liabilities and prepaid charges and expenses of Seller associated with the Business, other prepaid items, deferred charges, advance payments and security deposits; (p) Claims for refunds, indemnification rights, warranty claims, guarantees, and rights of offset, including those identified on Schedule 2.1(p) (except to the extent existing on, or relating to periods on or prior to the Closing Date); (q) All performance records of or relating to the Business; (jr) all Permits primarily used in The Books and Records; and (s) Any other Contracts and assets of Seller, tangible or primarily intangible, relating to the operation of Acquired Assets or the Business, and all rights thereunder, to necessary for the extent legally transferable; (k) all books and records, payroll, sales, marketing and promotional materials, catalogues and advertising literature, employee manuals, customer lists, vendors lists, insurance records, maintenance and asset history records, ledgers, and copies of all books of original entry, and Occupational Safety and Health Administration and Environmental Protection Agency files (if any) (collectively, “Books and Records”), in each case, to the extent primarily used in or primarily relating to the operation conduct of the Business by Buyer that are not specifically identified as Excluded Assets, including those identified or described on Schedule 2.1(s). After the Closing, Seller shall not have any further rights, title and interest in, to or under, or to the extent relating to utilize, any Acquired Asset (including Seller’s name, logo, and any service xxxx included in the Acquired Assets, but specifically excluding subject to the rights granted to Seller pursuant to Section 5.3(j) relating to Seller’s use of its name on and after the Closing). If any Books of the Contracts or agreements or any other property or rights of Seller included in the Acquired Assets is not assignable or transferable either by virtue of the provisions thereof or under Applicable Law without the Consent of a party or parties and Records that are described in Section 1.4(a)(iv) such Consent has not been obtained prior to the Closing, this Agreement and the related instruments of transfer shall not constitute an assignment or Section 1.4(a)(v); and (l) all goodwill transfer thereof and going concern value Buyer shall not assume Seller’s obligations with respect thereto, but Seller shall, to the extent primarily related permitted by Applicable Law, use its commercially reasonable efforts to obtain any such Consent as soon as possible after the Business or Closing and, following any such Consent to assign, such Acquired AssetAssets shall be deemed assigned and transferred for purposes of this Agreement; provided, however, that the foregoing shall not affect the rights of Buyer to terminate this Agreement pursuant to Section 7.1(c) and shall not be deemed to be a waiver of any of the conditions set forth in Article VI.

Sale and Purchase of the Acquired Assets. In accordance with Subject to and upon the terms and upon the conditions of set forth in this Agreement, at the Closing Closing, Seller hereby agrees to shall (and the Class A Owners shall cause Seller to) sell, transfer, convey, assign and deliver (and cause each of its Affiliates (as applicable) to sell, transfer, assign and deliver) to Buyer Federated Hermes (or one or more to any designated Affiliate of its designated AffiliatesFederated Hermes), and Buyer agrees to, Federated Hermes (or cause its designated Affiliate toAffiliate) shall purchase or acquire from Seller, purchasefree and clear of all Encumbrances, acquire and accept from the Seller Entities all rightrights, title and interest in of Seller in, to and to any under (a) all assets of Seller (except for the Retained Assets) and (b) all goodwill of the Seller Entities’ assets, properties, rights and claims of all types (in each case, whether tangible or intangible) that are primarily used in or primarily related to the operation of such assets and the Business or that are otherwise described in this Section 1.2 as an Acquired Asset and that are not included in the Excluded Assets (collectively, but not including the Retained Assets, the “Acquired Assets”). For the avoidance of doubt, unless Federated Hermes otherwise agrees as contemplated in each case free and clear Section 2.10 hereof, an asset of all Liens other than Permitted Liens; provided, however, Seller that notwithstanding any provision of this Agreement or any provision of any Ancillary Agreement, none of the assets of requires Consent to be transferred shall not be an Acquired Company shall be considered Acquired Assets for purposes of this Agreement or 312419107.19 Asset to the extent any Ancillary Agreement. As used in this Agreementsuch required Consent is not obtained by, and effective on, the phrase “primarily used in or primarily related to” (or any similar phrase used to characterize particular assets or liabilities) refers to use in or relation to Closing Date. Also, for the balance avoidance of Seller’s business as of the date of this Agreement. Without limiting the generality of the foregoingdoubt, the Acquired Assets include: (a) all trade and other accounts receivable (collectively, the “Accounts Receivable”) attributable to the Business, and all rights in connection with deposits and prepaid expenses to the extent primarily relating to the Business, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital AmountAll SMA Contracts; (b) all inventory primarily used in or primarily relating to the operation of the Business, including raw materials and supplies, works in process and finished goods, whether located at Seller’s or its Affiliates’ facilities, in transit to or from Seller’s or its Affiliates’ facilities or held by Seller or its Affiliates or vendors on consignment, in each case (and notwithstanding anything to the contrary contained herein) to the extent included as a current asset in the final determination of the Working Capital Amount, but excluding for the avoidance of doubt the inventory described on Schedule 1.2(b) (the “Acquired Inventory”)All Direct Account Contracts; (c) all machinery, furniture, fixtures, tools, supplies, spare parts, vehicles, trailers, equipment, hardware, computers and other tangible personal property primarily used in or primarily relating to the operation of the Business, including such property as set forth on Schedule 1.2(c) (which schedule may be updated by Seller between the date of this Agreement and the Closing to reflect changes in the Ordinary Course of All Other Business in compliance with the terms of Section 4.3) together with the third-party Software products that were provided with and are integrated with or otherwise used primarily in connection with the operation of such machinery, tools, equipment, hardware, computers or other tangible personal propertyContracts; (d) all Owned Real All Intellectual Property listed on Schedule 1.2(d) and all tangible assets and property physically located in the structures, improvements, buildings and facilities located on such Owned Real Property on the Closing DateContracts; (e) all leasehold interests in and to the Leased Real Property listed on Schedule 1.2(e) and each of the Leases and all tangible assets and property physically located in the structures, improvements, buildings and facilities located on such Leased Real Property on the Closing DateAll Vendor Contracts; (f) all leasehold interests in and to all personal property primarily used in or primarily relating to the operation of the BusinessAll Personal Property Lease Contracts; (g) all Assigned Intellectual All Real Property and other rights and technology to the extent provided for in the Intellectual Property Assignment and License AgreementLease Contracts; (h) all Contracts primarily used in or primarily relating to the operation of the Business, including the Contracts described in Schedule 1.2(h) (the “Acquired All Solicitation Contracts”); (i) all claims and rights (and benefits arising therefrom) with or against all Persons that primarily relate to the Business, including all rights against suppliers under warranties covering any inventory, equipment or other tangible assets, all claims and rights under sales contracts, statements of work, purchase orders and other similar commitments, all rights to rebates (including rebates under the rebate agreements listed on Schedule 1.2(i)) and rights under agreements with employees concerning confidentiality, non-competition and assignment of inventions, in each case, to the extent primarily relating to the BusinessAll Confidentiality Contracts; (j) all Permits primarily used in or primarily relating to the operation of the Business, and all rights thereunder, to the extent legally transferableAll Business Related Contracts; (k) All Personal Property (including any warranties thereon); (l) All intangible rights and intangible property of Seller, including Seller’s name, logo and any service marks, all Investment Models, all Intellectual Property comprising such Investment Models, all Contracts relating to any of the foregoing, and the other Intellectual Property identified or required to be identified on Schedule 3.1.16, going concern value and goodwill; (m) Any Governmental Approvals, and any pending applications therefor or renewals thereof, identified on Schedule 2.1(m) in each case to the extent transferable to Federated Hermes (or its designated Affiliates); (n) All insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets, the Business, the Products or the Assumed Liabilities; (o) All rights, demands, causes of action, Litigation and other claims of Seller against third parties relating to the Acquired Assets, the Assumed Liabilities, the Business or the Products, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, or otherwise, including all such rights, demands, causes of action, Litigation and claims identified on Schedule 2.1(o); (p) All performance records of or relating to any Product or the Business; 312419107.19 (q) General books and records relating to the Business or the Products and, to the extent not considered a part of such general books and records, payrollbooks of account, salesledgers and general, financial and accounting records, all policies and procedures, logs, marketing and Client lists, price lists, Client files, account information, information relating to security holdings, credit files, computer stored or generated reports, performance records, referral sources, advertising, marketing and promotional materials, catalogues service and advertising literature, employee manuals, customer lists, vendors lists, insurance warranty records, maintenance and asset history recordscreative materials, ledgerspersonnel records (subject to requirements under Applicable Law), studies, reports, correspondence, and copies of all books of original entryother data, records and Occupational Safety and Health Administration and Environmental Protection Agency files information on any tangible medium or that is stored in any electronic or other medium (if any) (collectively, “Books and Records”including email), in each case, to the extent primarily used in or primarily relating to the operation of the Business or to the extent relating to the Acquired Assets, but specifically excluding the Assumed Liabilities, the Business or any Books Product, and Records that are described in Section 1.4(a)(iv) wherever located or Section 1.4(a)(v)stored; and (lr) all goodwill Any other Contracts and going concern value assets, tangible or intangible, relating to the extent primarily related to Acquired Assets, the Assumed Liabilities, the Business or any Product, and necessary for the conduct of the Business by Federated Hermes (or its designated Affiliate) that are not specifically identified as Retained Assets, including those identified or described on Schedule 2.1(r). After the Closing, except as provided in Section 6.8, Seller shall have no further rights, title and interest in, to or under, or to utilize, any Acquired AssetAsset (including Seller’s name, logo, and any service xxxx included in the Acquired Assets).