Common use of Sale and Transfer of the Assets Clause in Contracts

Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Canadian Subsidiary will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Canadian Subsidiary, all of Seller’s and the Canadian Subsidiary’s and their other Subsidiaries’ right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Canadian Subsidiary and their other Subsidiaries set forth in this Section 2.1 (collectively, the “Transferred Assets”), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of: (a) the North America Navigator Platforms; (b) the North America Intellectual Property; (c) the Assigned Contracts; (d) the Canadian Lease; (e) all tangible personal property, including all plant, machinery, equipment, supplies, inventory, spare parts, tools, leasehold improvements, furniture, furnishings, software, hardware and vehicles, used, held for use or intended to be used to conduct the North America Business whether or not located at the Canadian Leased Property (including any and all Motorola or Scientific Atlanta equipment), except as otherwise provided in Section 2.2(j); (f) all transferable licenses, permits, orders, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority used, held for use or intended to be used in the North America Business; (g) except as provided in Section 2.2(l), all books and records (other than Tax records), relating to the North America Business or the Transferred Assets, including sales literature, product information, employment records relating to the Business Employees and files and other information and/or data related to or used by Seller or the Canadian Subsidiary or their other Subsidiaries in, or that arise out of, the operation of the North America Business or the Transferred Assets (the “Records”); (h) all prepaid expenses, credits, deferred charges, prepaid items, advances and deposits, or portions thereof, arising out of or related to the Transferred Assets or the North America Business and the Employee Receivables; (i) all causes of action, claims and rights against third parties that relate to the Transferred Assets or the North America Business other than the Retained Litigation, including the right to xxx and recover for past infringements of any rights under the North America Intellectual Property (except any causes of action or claims against Seller, its Subsidiaries and distributors and customers of the Non-North America Business) and all counterclaims and cross claims that relate to the Patent Lawsuit and including all warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Transferred Assets or the North America Business; and (j) all goodwill appurtenant to the Transferred Assets or the North America Business and the right to represent to third parties that Purchaser is the successor to the North America Business. In furtherance of the foregoing, Seller shall cause Seller Subsidiary to take all actions necessary to transfer and assign all of its right, title and interest in and to any of the Transferred Assets to Purchaser at the Closing, including the execution of instruments pursuant to Sections 2.5(c) and 2.5(g).

Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Canadian Netherlands Subsidiary will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Canadian Netherlands Subsidiary, all of Seller’s 's and the Canadian Netherlands Subsidiary’s and their other Subsidiaries’ 's right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Canadian Netherlands Subsidiary and their other Subsidiaries set forth in this Section 2.1 (collectively, the “"Transferred Assets”"), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of: (a) the Non-North America Navigator Platforms; (b) the Non-North America Intellectual Property; (c) the Assigned Contracts; (d) the Canadian San Mateo Lease; (e) all tangible personal property, including all plant, machinery, equipment, supplies, inventory, spare parts, tools, leasehold improvements, furniture, furnishings, software, hardware and vehicles, used, held for use or intended to be used to conduct the Non-North America Business whether or not located at the Canadian Leased Property (Business, including any and all Motorola or Scientific Atlanta equipmentwithout limitation such assets set forth on Schedule 2.1(e), except as otherwise provided in Section 2.2(j); (f) all transferable licenses, permits, orders, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority used, held for use or intended to be used in the Non-North America Business; (g) except as provided in Section 2.2(l), all books and records (other than Tax records), relating to the Non-North America Business or the Transferred Assets, including sales literature, product information, employment records relating to the Business Employees and files and other information and/or data related to or used by Seller or the Canadian Netherlands Subsidiary or their other Subsidiaries in, or that arise out of, the operation of the Non-North America Business or the Transferred Assets (the “"Records”"); (h) all prepaid expenses, credits, deferred charges, prepaid items, advances and deposits, or portions thereof, arising out of or related to the Transferred Assets or the Non-North America Business and the Employee ReceivablesBusiness; (i) all causes of action, claims and rights against third parties that relate to the Transferred Assets or the Non-North America Business other than the Retained Litigation, including the right to xxx and recover for past infringements of any rights under the Non-North America Intellectual Property (except any causes of action or claims against Seller, its Subsidiaries and distributors and customers of relating to the Non-North America Business) and all counterclaims and cross claims that relate to the Patent Lawsuit and including all warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Transferred Assets or the Non-North America Business; and (j) all goodwill appurtenant to the Transferred Assets or the Non-North America Business and the right to represent to third parties that Purchaser is the successor to the Non-North America Business. In furtherance of the foregoing, Seller shall cause Seller the Netherlands Subsidiary to take all actions necessary to transfer and assign all of its right, title and interest in and to any of the Transferred Assets to Purchaser at the Closing, including the execution of instruments pursuant to Sections 2.5(c2.5(b) and 2.5(g2.5(e).

Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Canadian Subsidiary Sellers will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Canadian SubsidiarySellers, all of Seller’s and the Canadian Subsidiary’s and their other SubsidiariesSellers’ right, title and interest in and to all of the business, properties, rights, claims and assets (except of Sellers to the Excluded Assets) extent that they are used, held for use or intended to be used in the operations of Seller and the Canadian Subsidiary and their other Subsidiaries set forth in this Section 2.1 Business, as the same shall exist on the Closing Date (collectively, the “Transferred Assets”), with such changesfree and clear of any Liens, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreementother than Permitted Liens. The Transferred Assets consist ofinclude, but are not limited to, the following: (a) the North America Navigator PlatformsETB; (b) the North America Intellectual PropertyESM; (c) the Assigned ContractsNMI; (d) AAA, other than such advanced advertising applications that have been developed specifically for or are used in the Canadian LeaseBroadway Business; (e) all tangible personal propertyproperty (other than tangible personal property identified in the Transition Services Agreement which are to be used in the Business only during the term of the Transition Services Agreement in order to facilitate the provision of services thereunder), including all plant, machinery, equipment, supplies, inventory, spare parts, tools, leasehold improvements, furniture, furnishings, software, hardware and vehicleshardware, used, held for use or intended to be used to conduct in the North America Business whether or not located at the Canadian Leased Property (Business, including any and all Motorola or Scientific Atlanta equipment), except as otherwise provided in Section 2.2(jtangible personal property listed on Schedule 2.1(e); (f) all items, in addition to tangible personal property referenced in Section 2.1(e), listed on Schedule 2.1(e); (g) subject to Section 2.3, all Intellectual Property used, held for use or intended to be used in the Business including all Intellectual Property listed on Sections 4.6(a)(i), (ii), (iii) and (viii) of the Sellers Disclosure Letter; (h) subject to Section 2.3, all products developed or under development for use in or derived from any of the assets described in subsection (a), (b), (c) or (d) of this Section 2.1, including the Bigfoot project; (i) all rights of Sellers under the Assigned Contracts; (j) all transferable licenses, permits, orders, indemnifications, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority used, held for use or intended to be used in or relating to the North America BusinessBusiness or the Transferred Assets; (gk) except as provided in Section 2.2(l), all books and records (other than Tax recordsrecords for Sellers’ Taxes not of the type specified in Section 2.10 that are applicable to any of the Transferred Assets), relating to the North America Business or the Transferred Assets, including sales literature, product information, employment records relating to the Business Employees and files and other information and/or data related to or used by Seller or the Canadian Subsidiary or their other Subsidiaries Sellers in, or that arise out of, the operation of the North America Business or the Transferred Assets (the “Records”); (hl) all prepaid expensesnotes, credits, deferred charges, prepaid items, advances drafts and depositsaccounts receivable, or portions thereof, arising out of or related to the Transferred Assets or for periods after the North America Business and the Employee ReceivablesClosing Date; (im) except as provided in Section 2.2(f), all causes of action, claims and rights against third parties that relate to the Transferred Assets or the North America Business other than the Retained LitigationBusiness, including the right to xxx and recover for past infringements of any rights under the North America Intellectual Property (except any causes of action or claims against Seller, its Subsidiaries and distributors and customers of the Non-North America Business) and all counterclaims and cross claims that relate to the Patent Lawsuit and including all warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Transferred Assets or the North America Business; andBusiness other than those that are in the process of being prosecuted or affirmatively pursued by Sellers, if any, as of the Closing Date as set forth on Schedule 2.1(m); (jn) all goodwill appurtenant to the Transferred Assets or the North America Business and the right to represent to third parties that Purchaser is the successor to the North America Business. In furtherance of the foregoing, Seller shall cause Seller Subsidiary to take ; and (o) all actions necessary to transfer and assign all of its right, title and interest rights in and to any products sold or leased (including products returned after the Closing and rights of rescission, replevin and reclamation) in the operation or conduct of the Transferred Assets to Purchaser at the Closing, including the execution of instruments pursuant to Sections 2.5(c) and 2.5(g)Business.

Sale and Transfer of the Assets. Subject to Upon the terms and subject to the conditions of this Agreement, on the Closing Date, Seller and the Canadian Subsidiary will agrees to sell, convey, transfer, assign and deliver to PurchaserBuyer, and Purchaser will purchase, acquire Buyer agrees to purchase and accept from Seller and the Canadian Subsidiary, all of Seller’s and the Canadian Subsidiary’s and their other Subsidiaries’ right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Canadian Subsidiary and their other Subsidiaries set forth in this Section 2.1 (collectively, the “Transferred Assets”), with such changes, additions or deletions therein or thereto from the date of this Agreement to at the Closing Date (as may be expressly permitted under this Agreement. The Transferred Assets consist of: (a) the North America Navigator Platforms; (b) the North America Intellectual Property; (c) the Assigned Contracts; (d) the Canadian Lease; (e) all tangible personal property, including all plant, machinery, equipment, supplies, inventory, spare parts, tools, leasehold improvements, furniture, furnishings, software, hardware and vehicles, used, held for use or intended to be used to conduct the North America Business whether or not located at the Canadian Leased Property (including any and all Motorola or Scientific Atlanta equipment), except as otherwise provided in Section 2.2(j); (f) all transferable licenses, permits, orders, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority used, held for use or intended to be used in the North America Business; (g) except as provided in Section 2.2(lhereinafter defined), all books assets, real, personal and records (mixed, tangible and intangible, other than Tax recordsthe Excluded Assets (as hereinafter defined), relating to the North America Business or the Transferred Assetsowned, including sales literature, product information, employment records relating to the Business Employees and files and other information and/or data related to leased or used by Seller or the Canadian Subsidiary any affiliate thereof and associated with or their other Subsidiaries in, or that arise out of, employed in the operation of the North America Business or Surgery Center, including, without limitation, the Transferred Assets following items (collectively, the “Records”); (h) all prepaid expenses, credits, deferred charges, prepaid items, advances and deposits, or portions thereof, arising out of or related to the Transferred Assets or the North America Business and the Employee Receivables; "Assets"): (i) leasehold title to, or interest in, the real property described in Schedule 4.12 hereto, together with all causes of actionimprovements, claims buildings, and rights against third parties that relate fixtures located thereon or therein (collectively, the "Leased Premises"); (ii) all major, minor or other equipment (whether movable or attached to the Transferred Leased Premises), all computer equipment and hardware, vehicles, furniture and furnishings, including, without limitation, the equipment listed on Schedule 4.11 hereto, together with any and all rights in and to all warranties of any manufacturer or vendor with respect thereto; (iii) all inventory and supplies; (iv) current financial, patient, credentialing and personnel records (including, without limitation, all equipment records, medical/ administrative libraries, medical records, documents, catalogs, books, records, files and operating manuals); (v) the interest of Seller in all commitments, contracts, leases, and agreements outstanding in respect of the Surgery Center which are described in Schedule 4.10 hereto and specifically designated therein to be assumed by Buyer (collectively, the "Contracts"); (vi) to the extent assignable, all licenses and permits held by Seller relating to the ownership, development and operations of the Surgery Center that Buyer determines are necessary; (vii) all patents and patent applications and all logos, names, trade names, trademarks and service marks (or variations thereof) associated with the Surgery Center, including, without limitation, the name "San Jacinto Surgery Center" and all variants thereof; (viii) all computer software, programs and similar systems owned by or licensed to Seller or its affiliates or used in the operation of the Surgery Center; (ix) all insurance proceeds arising in connection with damage to the Assets occurring prior to the Closing; (x) Seller's goodwill in the Surgery Center; and (xi) Seller's interest in all property, real, personal and mixed, tangible and intangible, arising or acquired between the North America Business date hereof and Closing (other than the Retained Litigation, including the right to xxx and recover for past infringements of any rights under the North America Intellectual Property (except any causes of action or claims against Seller, its Subsidiaries and distributors and customers of the Non-North America Business) and all counterclaims and cross claims that relate to the Patent Lawsuit and including all warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Transferred Assets or the North America Business; and (j) all goodwill appurtenant to the Transferred Assets or the North America Business and the right to represent to third parties that Purchaser is the successor to the North America BusinessExcluded Assets). In furtherance of the foregoingAt Closing, Seller shall cause Seller Subsidiary convey good and marketable title to take the Assets and all actions necessary parts thereof to transfer Buyer free and assign clear of all liens, pledges, rights of its rightfirst refusal, title options, restrictions, encumbrances, liabilities, claims, assessments, security interests and interest defects in and to any of the Transferred Assets to Purchaser at the Closing, including the execution of instruments pursuant to Sections 2.5(c) and 2.5(g)title.

Sale and Transfer of the Assets. Subject to On the terms and subject to satisfaction or a waiver of the conditions of set forth in this Agreement, on at the Closing DateClosing, Seller and the Canadian Subsidiary will shall sell, conveyassign, transfer, assign convey and deliver deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Purchaser, and Purchaser will purchase, acquire shall purchase and accept from Seller and the Canadian SubsidiarySeller, all rights, titles and interests of Seller’s and the Canadian Subsidiary’s and their other Subsidiaries’ right, title and interest Seller in and to the properties and assets of Seller that are described below, wherever located, as the same shall exist on the Closing Date free and clear of all of the businessLiens, propertiesbut excluding, in each case, any such rights, claims properties and assets (except the that constitute Excluded Assets) of Seller and the Canadian Subsidiary and their other Subsidiaries set forth in this Section 2.1 Assets (collectively, the “Transferred Acquired Assets”), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of:): (a) all inventory of the North America Navigator PlatformsCRM Division, including raw materials, work-in-progress and finished goods (the “Inventory”); (b) all of the North America Intellectual machinery and equipment, tools, furniture, supplies, spare parts, replacement and component parts and other tangible personal property of the CRM Division listed on Schedule 2.1(b) (the “Personal Property”); (c) the all Assigned ContractsIntellectual Property Rights; (d) the Canadian Leaseall Proprietary Asset and Acquired Technology; (e) all tangible personal propertyassignable rights of Seller relating to the CRM Products or the CRM Division in and to all agreements, including all plant, machinery, equipment, supplies, inventory, spare parts, tools, leasehold improvements, furniture, furnishings, software, hardware contracts and vehicles, used, held for use arrangements that are listed or intended to be used to conduct described on Schedule 2.1(e) (the North America Business whether or not located at the Canadian Leased Property (including any and all Motorola or Scientific Atlanta equipment), except as otherwise provided in Section 2.2(j“Assumed Contracts”); (f) all transferable licenses, permits, orders, approvals and other authorizations by, and accounts receivable due to Seller from any applications for any of Person prior to the foregoing filed with, any Governmental Authority used, held for use or intended to be used in the North America BusinessClosing; (g) except as provided in Section 2.2(l), all books and records (other than Tax records), of Seller relating to the North America Business or the Transferred Acquired Assets, including ; (h) Seller’s marketing and sales literature, product information, employment records materials relating exclusively to the Business Employees CRM Division; (i) Seller’s backlog relating exclusively to the CRM Division; (j) all customer or client lists, files, documentation, and records used exclusively in connection with the CRM Division; (k) all general, financial and personnel records, ledgers, sales invoices, accounts and payable records, files, correspondence and other files and records of Seller relating exclusively to the CRM Division; (l) all leases of equipment, machinery or other information and/or data related tangible personal property relating exclusively to or used by Seller or the Canadian Subsidiary or their other Subsidiaries in, or that arise out of, the operation of the North America Business or the Transferred Assets CRM Division (the “RecordsPersonal Property Leases”); (hm) all prepaid expenses, credits, deferred charges, prepaid items, advances and deposits, or portions thereof, arising out of or related goodwill relating exclusively to the Transferred Assets or the North America Business and the Employee ReceivablesCRM Division; (in) all other assets and property of Seller of whatever kind and nature, real or personal, tangible or intangible, that are owned, leased or licensed by Seller as of the Closing and which are used by Seller exclusively in Seller's operation of the CRM Division, other than the Excluded Assets; (o) all causes of action, claims and judgments, claims, deposits, refunds, rebates, rights against third parties that relate of recovery, rights of set-off, rights of recoupment or demands of whatever kind or description exclusively relating to the Transferred Assets CRM Division which Seller has or the North America Business may have against any other than the Retained Litigationperson or entity, including the right as set forth on Schedule 2.1(o); (p) all rights of Seller pursuant to xxx and recover for past infringements of any rights under the North America Intellectual Property (except any causes of action or claims against Seller, its Subsidiaries and distributors and customers of the Non-North America Business) and all counterclaims guaranties, warranties, indemnities and cross claims that relate to the Patent Lawsuit and including all warranties and guaranties received from vendors, suppliers or manufacturers other similar rights in favor of Seller with respect to the Transferred Assets or the North America Business; and (jitems described in Sections 2.1(a)-(o) all goodwill appurtenant to the Transferred Assets or the North America Business and the right to represent to third parties that Purchaser is the successor to the North America Business. In furtherance of the foregoing, Seller shall cause Seller Subsidiary to take all actions necessary to transfer and assign all of its right, title and interest in and to any of the Transferred Assets to Purchaser at the Closing, including the execution of instruments pursuant to Sections 2.5(c) and 2.5(g)above.

Sale and Transfer of the Assets. Subject to the terms and conditions of this Agreement, on the Closing Date, Seller and the Canadian Netherlands Subsidiary will sell, convey, transfer, assign and deliver to Purchaser, and Purchaser will purchase, acquire and accept from Seller and the Canadian Netherlands Subsidiary, all of Seller’s and the Canadian Netherlands Subsidiary’s and their other Subsidiaries’ right, title and interest in and to all of the business, properties, rights, claims and assets (except the Excluded Assets) of Seller and the Canadian Netherlands Subsidiary and their other Subsidiaries set forth in this Section 2.1 (collectively, the “Transferred Assets”), with such changes, additions or deletions therein or thereto from the date of this Agreement to the Closing Date as may be expressly permitted under this Agreement. The Transferred Assets consist of: (a) the Non-North America Navigator Platforms; (b) the Non-North America Intellectual Property; (c) the Assigned Contracts; (d) the Canadian San Mateo Lease; (e) all tangible personal property, including all plant, machinery, equipment, supplies, inventory, spare parts, tools, leasehold improvements, furniture, furnishings, software, hardware and vehicles, used, held for use or intended to be used to conduct the Non-North America Business whether or not located at the Canadian Leased Property (Business, including any and all Motorola or Scientific Atlanta equipmentwithout limitation such assets set forth on Schedule 2.1(e), except as otherwise provided in Section 2.2(j); (f) all transferable licenses, permits, orders, approvals and other authorizations by, and any applications for any of the foregoing filed with, any Governmental Authority used, held for use or intended to be used in the Non-North America Business; (g) except as provided in Section 2.2(l), all books and records (other than Tax records), relating to the Non-North America Business or the Transferred Assets, including sales literature, product information, employment records relating to the Business Employees and files and other information and/or data related to or used by Seller or the Canadian Netherlands Subsidiary or their other Subsidiaries in, or that arise out of, the operation of the Non-North America Business or the Transferred Assets (the “Records”); (h) all prepaid expenses, credits, deferred charges, prepaid items, advances and deposits, or portions thereof, arising out of or related to the Transferred Assets or the Non-North America Business and the Employee ReceivablesBusiness; (i) all causes of action, claims and rights against third parties that relate to the Transferred Assets or the Non-North America Business other than the Retained Litigation, including the right to xxx and recover for past infringements of any rights under the Non-North America Intellectual Property (except any causes of action or claims against Seller, its Subsidiaries and distributors and customers of relating to the Non-North America Business) and all counterclaims and cross claims that relate to the Patent Lawsuit and including all warranties and guaranties received from vendors, suppliers or manufacturers with respect to the Transferred Assets or the Non-North America Business; and (j) all goodwill appurtenant to the Transferred Assets or the Non-North America Business and the right to represent to third parties that Purchaser is the successor to the Non-North America Business. In furtherance of the foregoing, Seller shall cause Seller the Netherlands Subsidiary to take all actions necessary to transfer and assign all of its right, title and interest in and to any of the Transferred Assets to Purchaser at the Closing, including the execution of instruments pursuant to Sections 2.5(c2.5(b) and 2.5(g2.5(e).