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

Sale and Purchase of Transferred Assets. On the terms and subject to the conditions of this Agreement and except for the Excluded Assets (as defined in Section 1.2 hereof), effective as of the Closing Date, Seller agrees to transfer, convey, assign and deliver to ILOG or ILOG, U.S. and ILOG and ILOG, U.S. jointly and severally agree to buy from Seller, free and clear of any liens, charge, security interest, mortgage, pledge, easement, confidential sale or other title retention or other restriction ("ENCUMBRANCE") the Business as a going concern and all of Seller's rights, title and interest in and to all of the assets and properties, tangible and intangible, real, personal or mixed, owned or leased by Seller, of and pertaining to or used by Seller in the Business, wherever located, whether known or unknown, and whether or not on the books and records of Seller, including, for the avoidance of doubt, any assets to be transferred by Seller to ILOG pursuant to that certain asset contribution agreement (contrat d'apport) (the "ASSET CONTRIBUTION AGREEMENT") to be entered into on the Closing Date (as defined hereunder) among ILOG, Seller and Shareholders, substantially in the form annexed hereto as Exhibit A (the "TRANSFERRED ASSETS"), including by way of example but not limited to the following: (a) all equipment, furniture, fixtures, leasehold improvements, tooling, machinery and other tangible property of the Business, wherever located, which are currently carried on the books of Seller as listed on Schedule 1.1(b), hereto (the "FIXED ASSETS"); (b) all inventories, including finished goods, work in process, purchased parts, supplies and materials (the "INVENTORIES"); (c) all of Seller's rights to market, license and sell all products marketed, licensed or sold with respect to the Business; (d) all of Seller's claims against any third parties relating to items included in the Transferred Assets, including, without limitation, unliquidated rights under manufacturers' and vendors' warranties or guarantees, but only to the extent such claims do not relate to any liabilities retained by Seller and not assumed by Purchaser; (e) all of Seller's right, title and interest under the contracts, agreements, commitments, licenses from third parties, leases and similar documents to which Seller is a party listed on Schedule 1.3 hereto (the "ASSUMED CONTRACTS"); (f) all of Seller's right, title and interest under the agreements pursuant to which Seller has licensed its software products and any associated Seller Intellectual Property (the "ASSUMED LICENSE AGREEMENTS"); (g) the $5,000 security deposit paid pursuant to the sublease of Seller's premises (the "SELLER SUB-LEASE"); (h) all of Seller's transferable books and records used in connection with the Business, including, without limitation, all customer and supplier lists, all advertising materials and marketing plans, drawings, blueprints and manuals and other materials of Seller used in employee and management training in the Business; (i) all of Seller's business systems, including software programs, computer printouts, databases and related items used in the Business, including all of Seller's rights in such items; (j) all of Seller's Intellectual Property (as defined in Section 2.9 hereof) relating to or used in connection with the Business (including, without limitation, the registered trademark and the trade name "CPLEX" and the items listed on Schedule 2.9, and the business and goodwill of Seller associated therewith) and the right to sue xxx and recover damages for the past infringement of such Seller Intellectual Property; (k) all permits, licenses, franchises, consents and other similar authorizations, if any, of any federal, state, local or foreign governmental body which relate to the Business and which may be lawfully assigned or transferred, subject to any action by such body which may be required in connection with such assignment or transfer; and (l) all other properties, rights and assets owned by Seller and used in the Business, whether tangible or intangible, in whatever form or medium, absolute, contingent, or otherwise.

Sale and Purchase of Transferred Assets. On (a) Subject to --------------------------------------- the terms and subject to conditions set forth herein, and in reliance upon the conditions of this Agreement representations and except for warranties contained herein, at the Excluded Assets (as defined in Section 1.2 hereof)Closing, effective as of the Closing Date, each Seller agrees to transfersell, assign, convey, assign transfer and deliver to ILOG Buyer, or, at Buyer's option, one or ILOGmore direct or indirect Subsidiaries of Buyer (collectively, U.S. and ILOG and ILOG, U.S. jointly and severally agree to buy from Seller, free and clear of any liens, charge, security interest, mortgage, pledge, easement, confidential sale or other title retention or other restriction ("ENCUMBRANCENewco") the Business as a going concern and all of Seller's rightsthe right, title and interest in of such Seller in, to and to under the Business and all of the assets and assets, properties, rights, contracts, claims and operations of such Seller of every kind and description, related to or necessary for the ownership or operation of the Business, wherever located, whether tangible and or intangible, real, personal or mixed, owned or leased by Seller, of and pertaining to or used by Seller in the Business, wherever located, whether known or unknown, and whether or not appearing on the books and records of Seller, including, for such Seller as the avoidance of doubt, any assets to same shall be transferred by Seller to ILOG pursuant to that certain asset contribution agreement (contrat d'apport) (the "ASSET CONTRIBUTION AGREEMENT") to be entered into existing on the Closing Date (collectively and as defined hereunder) among ILOGfurther described below, Seller and Shareholders, substantially in the form annexed hereto as Exhibit A (the "TRANSFERRED ASSETSTransferred Assets"), other than the Excluded Assets, free and clear of all Liens (other than Permitted Liens), including by way of example but not limited to the following: (ai) all equipment, furniture, fixtures, leasehold improvements, tooling, machinery each Subscriber to the Business and other tangible property information relating to or identifying any Subscriber to the Business (including any Subscriber whose account is active as of the Business, wherever located, which are currently carried on Closing Date and any Subscriber whose account has not been disconnected as of the books of Seller as listed on Schedule 1.1(bClosing Date), hereto (the "FIXED ASSETS"); (b) all inventoriestogether with any subscription Contracts, including finished goods, work in process, purchased parts, supplies and materials (the "INVENTORIES"); (c) all of Seller's rights to market, license and sell all products marketed, licensed equipment rental Contracts or sold other Contracts with respect such Subscriber Related to the Business; (dii) all accounts, loans and notes receivable (whether or not current), advances, performance and surety bonds and letters of Seller's claims against any third parties relating to items included credit or similar instruments in the Transferred Assets, including, without limitation, unliquidated rights under manufacturers' and vendors' warranties favor of such Seller or guarantees, but only its Subsidiaries to the extent such claims do not relate to any liabilities retained by Seller and not assumed by Purchaser;included in Net Working Capital in accordance with Section 4.2; ----------- (eiii) all of Seller's rightLeases and Contracts Related to the Business, title including Distributor Contracts, servicer Contracts, Contracts with programming providers, agency Contracts and interest under the contracts, agreements, commitments, licenses from third parties, leases and similar documents to which Seller is a party Contracts with installers listed on Schedule 1.3 hereto 2.1(a)(iii) -------------------- (the "ASSUMED CONTRACTS"other than Excluded Contracts); (fiv) all Primestar Inventory; (v) all IRDs, LNBs, Dishes and Primefinder Remotes installed in the home or place of Seller's rightbusiness of any Subscriber; (vi) all Unrecovered Inventory; (vii) all Customer Premises Equipment (wherever located, title and interest under the agreements pursuant to which Seller has licensed its software products and any associated Seller Intellectual Property (the "ASSUMED LICENSE AGREEMENTS"whether in warehouses or in transit); (gviii) all equipment and software used in the $5,000 security deposit paid pursuant to the sublease delivery of Seller's premises (the "SELLER SUB-LEASE")satellite signals; (hix) all rights, claims and causes of action in respect of the assets set forth in clauses (i) through (viii) above; (x) all of Seller's transferable books the equity securities owned by MDU in ResNet Communications, LLC or Global Interactive Communications Corporation; (xi) all credits, prepaid expenses, deposits and records used in connection with the Businessretentions held by third parties, including, without limitation, all customer including those held by third parties under Leases and supplier lists, all advertising materials and marketing plans, drawings, blueprints and manuals and other materials of Seller used in employee and management training in Contracts Related to the Business; (ixii) all of Seller's business systemslock boxes (but not the proceeds thereof or cash or cash equivalents contained therein, including software programsin each case, computer printouts, databases and related items used in through the Business, including all of Seller's rights in such itemsClosing Date); (jxiii) all of Seller's Intellectual Property (as defined in Section 2.9 hereof) relating to Licenses issued by any Governmental Entity held or used by such Seller in connection with the operation of the Business (includingto the extent permitted by applicable Law to be transferred), without limitation, the registered trademark and the trade name "CPLEX" and the items including those listed on Schedule 2.9, and the business and goodwill of Seller associated therewith2.1(a)(xiii) and the right to sue xxx and recover damages for the past infringement of such Seller Intellectual Property; (k) all permits, licenses, franchises, consents and other similar authorizations, if any, of any federal, state, local or foreign governmental body which relate to the Business and which may be lawfully assigned or transferred, subject to any action by such body which may be required in connection with such assignment or transferhereto; and (l) all other properties, rights and assets owned by Seller and used in the Business, whether tangible or intangible, in whatever form or medium, absolute, contingent, or otherwise.---------------------

Sale and Purchase of Transferred Assets. On (a) Subject to the terms and subject to conditions set forth herein, and in reliance upon the conditions of this Agreement representations and except for warranties contained herein, at the Excluded Assets (as defined in Section 1.2 hereof)Closing, effective as of the Closing Date, each Seller agrees to transfersell, assign, convey, assign transfer and deliver to ILOG Buyer, or, at Buyer's option, one or ILOGmore direct or indirect Subsidiaries of Buyer (collectively, U.S. and ILOG and ILOG, U.S. jointly and severally agree to buy from Seller, free and clear of any liens, charge, security interest, mortgage, pledge, easement, confidential sale or other title retention or other restriction ("ENCUMBRANCENewco") the Business as a going concern and all of Seller's rightsthe right, title and interest in of such Seller in, to and to under the Business and all of the assets and assets, properties, rights, contracts, claims and operations of such Seller of every kind and description, related to or necessary for the ownership or operation of the Business, wherever located, whether tangible and or intangible, real, personal or mixed, owned or leased by Seller, of and pertaining to or used by Seller in the Business, wherever located, whether known or unknown, and whether or not appearing on the books and records of Seller, including, for such Seller as the avoidance of doubt, any assets to same shall be transferred by Seller to ILOG pursuant to that certain asset contribution agreement (contrat d'apport) (the "ASSET CONTRIBUTION AGREEMENT") to be entered into existing on the Closing Date (collectively and as defined hereunder) among ILOGfurther described below, Seller and Shareholders, substantially in the form annexed hereto as Exhibit A (the "TRANSFERRED ASSETSTransferred Assets"), other than the Excluded Assets, free and clear of all Liens (other than Permitted Liens), including by way of example but not limited to the following: (ai) all equipment, furniture, fixtures, leasehold improvements, tooling, machinery each Subscriber to the Business and other tangible property information relating to or identifying any Subscriber to the Business (including any Subscriber whose account is active as of the Business, wherever located, which are currently carried on Closing Date and any Subscriber whose account has not been disconnected as of the books of Seller as listed on Schedule 1.1(bClosing Date), hereto (the "FIXED ASSETS"); (b) all inventoriestogether with any subscription Contracts, including finished goods, work in process, purchased parts, supplies and materials (the "INVENTORIES"); (c) all of Seller's rights to market, license and sell all products marketed, licensed equipment rental Contracts or sold other Contracts with respect such Subscriber Related to the Business; (dii) all accounts, loans and notes receivable (whether or not current), advances, performance and surety bonds and letters of Seller's claims against any third parties relating to items included credit or similar instruments in the Transferred Assets, including, without limitation, unliquidated rights under manufacturers' and vendors' warranties favor of such Seller or guarantees, but only its Subsidiaries to the extent such claims do not relate to any liabilities retained by Seller and not assumed by Purchaserincluded in Net Working Capital in accordance with Section 4.2; (eiii) all of Seller's rightLeases and Contracts Related to the Business, title including Distributor Contracts, servicer Contracts, Contracts with programming providers, agency Contracts and interest under the contracts, agreements, commitments, licenses from third parties, leases and similar documents to which Seller is a party Contracts with installers listed on Schedule 1.3 hereto 2.1(a)(iii) (the "ASSUMED CONTRACTS"other than Excluded Contracts); (fiv) all Primestar Inventory; (v) all IRDs, LNBs, Dishes and Primefinder Remotes installed in the home or place of Seller's rightbusiness of any Subscriber; (vi) all Unrecovered Inventory; (vii) all Customer Premises Equipment (wherever located, title and interest under the agreements pursuant to which Seller has licensed its software products and any associated Seller Intellectual Property (the "ASSUMED LICENSE AGREEMENTS"whether in warehouses or in transit); (gviii) all equipment and software used in the $5,000 security deposit paid pursuant to the sublease delivery of Seller's premises (the "SELLER SUB-LEASE")satellite signals; (hix) all rights, claims and causes of action in respect of the assets set forth in clauses (i) through (viii) above; (x) all of Seller's transferable books the equity securities owned by MDU in ResNet Communications, LLC or Global Interactive Communications Corporation; (xi) all credits, prepaid expenses, deposits and records used in connection with the Businessretentions held by third parties, including, without limitation, all customer including those held by third parties under Leases and supplier lists, all advertising materials and marketing plans, drawings, blueprints and manuals and other materials of Seller used in employee and management training in Contracts Related to the Business; (ixii) all lock boxes (but not the proceeds thereof or cash or cash equivalents contained therein, in each case, through the Closing Date); (xiii) all Licenses issued by any Governmental Entity held or used by such Seller in connection with the operation of Seller's business systemsthe Business (to the extent permitted by applicable Law to be transferred), including software programs, computer printouts, databases those listed on Schedule 2.1 (a) (xiii) hereto; (xiv) all Records and related items other books and records Related to the Business; (xv) all Field Assets; (xvi) all Intellectual Property used in the Business, including all of Seller's rights in such itemsthe "PRIMESTAR" name; (jxvii) all of Seller's Intellectual Property (as defined in Section 2.9 hereof) relating to or used in connection with the Business (including, without limitation, the registered trademark and the trade name "CPLEX" and the items listed on Schedule 2.9, and the business and goodwill benefits of Seller associated therewith) and the right to sue xxx and recover damages for the past infringement coverage provided by insurance policies of such Seller Intellectual Propertyand its Subsidiaries in respect of matters occurring, or claims made, on or prior to the Closing Date; (kxviii) all permitsequipment and software used to support Subscriber operations, licensesincluding any distribution support, franchisescustomer order processing, consents and other similar authorizations, if any, of any federal, state, local or foreign governmental body which relate to the Business billing and which may be lawfully assigned or transferred, subject to any action by such body which may be required in connection with such assignment or transfercustomer care; and (lxix) all other properties, rights goodwill and assets owned by Seller and used in going concern value of the Business, whether tangible or intangible, in whatever form or medium, absolute, contingent, or otherwise.

Sale and Purchase of Transferred Assets. On Subject to the terms and subject to the conditions of this Agreement Agreement, at the Closing Sellers shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase, acquire and accept from Sellers, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Sellers’ right, title and interest as of the Closing Time in and to all assets, properties and rights owned or leased by Sellers on the Closing Date, whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and relating primarily to the Business conducted or owned by Sellers, including the assets, properties and rights identified below to the extent relating primarily to the Business conducted or owned by Sellers, but excluding the Excluded Assets of Sellers (as defined in Section 1.2 hereofcollectively, the “Transferred Assets”): (a) all Contracts (including the Office Leases of Sellers), effective other than those Contracts that constitute Excluded Assets; (b) all prepaid expenses and deposits made or paid by Sellers to the extent transferable; (c) all lease receivables, notes receivable and other receivables due to Sellers, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto; (d) all books of account, general, financial and accounting records, files, invoices, customers and suppliers lists, other distribution lists, marketing materials, compilations of industry data, billing records, engineering records, drawings, blueprints, schematics, copyright, regulatory records, manuals, customer and supplier correspondence, and personnel records owned by Sellers relating to employees that are Hired Employees as of the Closing Date, Seller agrees but excluding personnel records relating to transfer, convey, assign and deliver to ILOG or ILOG, U.S. and ILOG and ILOG, U.S. jointly and severally agree to buy from Seller, free and clear of any liens, charge, security interest, mortgage, pledge, easement, confidential sale or other title retention or other restriction ("ENCUMBRANCE") the Business Employees that are not Hired Employees as a going concern and all of Seller's rights, title and interest in and to all of the assets and properties, tangible and intangible, real, personal or mixed, owned or leased by Seller, of and pertaining to or used by Seller in the Business, wherever located, whether known or unknown, and whether or not on the books and records of Seller, including, for the avoidance of doubt, any assets to be transferred by Seller to ILOG pursuant to that certain asset contribution agreement (contrat d'apport) (the "ASSET CONTRIBUTION AGREEMENT") to be entered into on the Closing Date (as defined hereunder) among ILOG, Seller the “Books and Shareholders, substantially in the form annexed hereto as Exhibit A (the "TRANSFERRED ASSETS"Records”), including by way of example but not limited to the following: (a) all equipment, furniture, fixtures, leasehold improvements, tooling, machinery and other tangible property of the Business, wherever located, which are currently carried on the books of Seller as listed on Schedule 1.1(b), hereto (the "FIXED ASSETS"); (b) all inventories, including finished goods, work in process, purchased parts, supplies and materials (the "INVENTORIES"); (c) all of Seller's rights to market, license and sell all products marketed, licensed or sold with respect to the Business; (d) all of Seller's claims against any third parties relating to items included in the Transferred Assets, including, without limitation, unliquidated rights under manufacturers' and vendors' warranties or guarantees, but only to the extent such claims do not relate to any liabilities retained by Seller and not assumed by Purchaser; (e) all of Seller's rightguarantees, title and interest under the contractswarranties, agreements, commitments, licenses from third parties, leases indemnities and similar documents rights in favor of Sellers to which Seller is a party listed on Schedule 1.3 hereto (the "ASSUMED CONTRACTS")extent transferable; (f) all of Seller's righttelephone numbers and IP addresses assigned to Sellers, title and interest under the agreements pursuant to which Seller has licensed its software products and any associated Seller Intellectual Property (the "ASSUMED LICENSE AGREEMENTS")other than those that constitute Excluded Assets; (g) the $5,000 security all advance payments to, or funds of third parties on deposit paid pursuant to the sublease of Seller's premises (the "SELLER SUB-LEASE")with, Sellers; (h) the loans, leases in process, and lease lines/equipment financing leases, all as set forth in Schedule 2.1(h) (the “Loans and Leases”), and all rights (including all amounts due and payable) with respect thereto; (i) cash and cash equivalents, to the extent constituting collateral or supporting a guaranty of Seller's transferable books a lease included in the Loans and records Leases, in each case as set forth in Schedule 2.1(i) (the “Collateral Cash”); (j) all Intellectual Property Rights of Sellers in or with respect to the Lease Plus software system used in connection with the Business, including, without limitation, all customer and supplier lists, all advertising materials and marketing plans, drawings, blueprints and manuals and other materials of Seller used in employee and management training in the Business; (i) all of Seller's business systems, including software programs, computer printouts, databases and related items used in the Business, including all of Seller's rights in such items; (j) all of Seller's Intellectual Property (as defined in Section 2.9 hereof) relating to or used in connection with the Business (including, without limitation, the registered trademark and the trade name "CPLEX" and the items listed on Schedule 2.9, and the business and goodwill of Seller associated therewith) and the right to sue xxx and recover damages for the past infringement of such Seller Intellectual Property; (k) all permitsLease Funding 2015-1’s beneficial ownership in that certain “Trust Estate” created under, licensesand defined in, franchisesthat certain Amended and Restated Trust Agreement (S/N 1146) dated as of September 1, consents 2015, as amended by the Amendment No. 1 to Amended and other similar authorizationsRestated Trust Agreement (S/N 1146) dated as of September 1, if any2015, between Lease Funding 2015-1 and Xxxxx Fargo Bank Northwest, National Association, not in its individual capacity, but solely as owner trustee, the transfer of any federalwhich beneficial ownership shall further be effected under that certain Assignment and Assumption Agreement (N315RX), statedated the date hereof, local or foreign governmental body which relate to the Business between Lease Funding 2015-1 and which may be lawfully assigned or transferred, subject to any action by such body which may be required in connection with such assignment or transferBuyer; and (l) all other properties, rights and assets any vehicles or equipment owned by any Seller and used in the Business, whether tangible that is subject to any Loan or intangibleLease (or available for lease), in whatever form each case together with any transferable manufacturer or medium, absolute, contingent, or otherwisevendor warranties related thereto (the “Tangible Personal Property”).