Common use of SALE OF ASSETS OF SELLER Clause in Contracts

SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller shall sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer shall purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets): (a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property owned by Seller or used by Seller in connection with the Business, including the tangible assets listed on SCHEDULE 1.1; (b) All of Seller's right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or SCHEDULE 3.7 hereto; (c) All of Seller's right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business; (d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business; (e) The Business as a going concern and its customer lists, vendor lists, restrictive covenants, lists of temporary employees, together with all books, computer software, files, papers, records and other data of Seller relating to their respective assets, properties, business and operations; (f) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary staff (the "Applications") and all telephone numbers and facsimile numbers; (g) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; and (h) All of Seller's utility, security and other deposits and prepaid expenses, except for lease deposits and all insurance premium refunds.

SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller shall will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer shall will purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have has an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' 's right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets): (a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property owned by Seller or used by Seller in connection with the Business, including including, without limitation, the tangible assets listed on SCHEDULE 1.1;1.1 hereto. (b) All of Seller's right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or on SCHEDULE 3.7 hereto; (c) All of Seller's right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business; (d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business; (e) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; (f) The Business as a going concern and and, to the extent assignable, its Permits (as hereinafter defined), licenses, telephone numbers, customer lists, vendor lists, advertising material and data, restrictive covenants, lists of temporary employees, choses in action, rights of recovery, rights of recoupment, together with all books, computer software, files, papers, records and other data of Seller relating to their its respective assets, properties, business and operations; (fg) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary staff (the "Applications") and all telephone numbers and facsimile numbers; (g) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; and). (h) All of Seller's utilityutility deposits, security and other deposits and prepaid expenses, except for lease deposits and all insurance premium refunds.

SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller shall will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer shall will purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have has an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' 's right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets): (a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property owned by Seller or used by Seller in connection with the Business, including including, without limitation, the tangible assets listed on SCHEDULE 1.11.1 hereto; (b) All of Seller's right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or on SCHEDULE 3.7 hereto; (c) All of Seller's right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business; (d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business; (e) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; (f) The Business as a going concern concern, its Permits (as hereinafter defined) which are subject to assignment or transfer under applicable law, and its the Business' licenses, telephone numbers, customer lists, vendor lists, advertising material and data, restrictive covenants, lists of temporary employees, choses in action, rights of recovery, rights of recoupment, together with all books, computer software, files, papers, records and other data of Seller relating to their its respective assets, properties, business and operations; (fg) All of Seller's utility, security and other deposits and prepaid expenses; and (h) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary staff (the "Applications") and all telephone numbers and facsimile numbers; (g) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; and (h) All of Seller's utility, security and other deposits and prepaid expenses, except for lease deposits and all insurance premium refunds).

SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller shall will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer shall will purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have has an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' 's right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets): (a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property owned by Seller or used by Seller in connection with the Business, including the tangible assets listed on SCHEDULE 1.1;. (b) All of Seller's right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or SCHEDULE 3.7 3.8 hereto; (c) All of Seller's right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business; (d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business; (e) The Business as a going concern and its its, customer lists, vendor lists, restrictive covenants, choses in action, rights of recovery, rights of recoupment, lists of temporary employees, together with all books, computer software, files, papers, records and other data of Seller relating to their respective assets, properties, business and operations; (f) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary staff (the "Applications") and all telephone numbers and facsimile numbers;). (g) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewiththerewith for a period of twelve (12) months from the date of Closing at no additional cost of any kind; and (h) All Buyer shall assume all of Seller's utilitySellers equipment and motor vehicle leases in respect of those items acquired by Buyer, security and other deposits shall bear full financial responsibility for those of Sellers real property leases as correspond to Sellers offices continued by Buyer and prepaid expenses, except partial financial responsibility for lease deposits and all insurance premium refundsthose of Sellers real property leases as correspond to Sellers offices discontinued by Buyer.

SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller shall will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer shall will purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have has an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' 's right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets): (a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements improvements, security deposits, (excluding all Liberty Mutual escrow account held for workers' compensation insurance) and other tangible property owned by Seller or used by Seller in connection with the Business, including the tangible assets listed on SCHEDULE 1.1;. (b) All of Seller's ' right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or SCHEDULE 3.7 hereto; (c) All of Seller's right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business; (d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business; (ed) The Business as a going concern and its customer lists, vendor lists, restrictive covenantschoses in action, rights of recovery, rights of recoupment, lists of temporary employees, together with all books, computer software, files, papers, records and other data of Seller relating to their respective assets, properties, business and operations. Buyer shall permit Seller access, on reasonable notice, to inspect, copy or duplicate such records and Buyer shall keep such records intact for a period of seven (7) years following Closing. At the end of the seven (7) year period Buyer shall not destroy such records without Sellers consent; (e) A non-exclusive right in and to Seller's trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith for a period of twelve (12) months from the date of Closing; and (f) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary and permanent staff (the "Applications") and all telephone numbers and facsimile numbers; (g) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; and (h) All of Seller's utility, security and other deposits and prepaid expenses, except for lease deposits and all insurance premium refunds).

SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller shall will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer shall will purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have has an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' 's right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets): (a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property owned by Seller or used by Seller in connection with the Business, including including, without limitation, the tangible assets listed on SCHEDULE 1.1;1.1 hereto. (b) All of Seller's right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or on SCHEDULE 3.7 hereto; (c) All of Seller's right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business; (d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business; (e) All rights of Seller in and to its corporate name, trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; (f) The Business as a going concern and its Permits (as hereinafter defined), licenses, telephone numbers, customer lists, vendor lists, advertising material and data, restrictive covenants, lists of temporary employees, choses in action, rights of recovery, rights of recoupment, together with all books, computer software, files, papers, records and other data of Seller relating to their its respective assets, properties, business and operations;; and (fg) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary staff (the "Applications") ), and all telephone numbers non-competition, confidentiality and facsimile numbers; (g) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; and (h) All non-solicitation agreements executed by employees of Seller's utility, security and other deposits and prepaid expenses, except for lease deposits and all insurance premium refunds.

SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller shall will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer shall will purchase and accept at the Closing, all designated assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets): (a) All supplies, equipment, vehicles, machinery, furniture, fixtures, fixtures and leasehold improvements and other tangible property owned by Seller or used by Seller in connection with the Business, including the tangible assets which will be listed on SCHEDULE 1.1;, by Buyer, within 10 days of Closing. (b) All of Seller's ' right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or SCHEDULE 3.7 3.8 hereto, with the exception of rights under Seller's agreements or contracts with (i) Productivity Partners, Inc., (ii) Productivity Partners II, Inc., (iii) liability insurance, and (iv) worker's compensation insurance; (c) All of Seller's ' right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business; (d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business; (e) The Business as a going concern and its its, customer lists, vendor lists, restrictive covenants, choices in action, rights of recovery, rights of recoupment, lists of temporary employees, together with all books, computer software, files, papers, records and other data of Seller relating to their respective assets, properties, business and operations; (f) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary staff (the "Applications") ). Buyer agrees that, after the Closing, Seller shall have unlimited right to access and copy said Applications during all telephone numbers normal business hours and facsimile numbers;Buyer shall provide, and not unreasonably withhold, reasonable assistance to the Seller in obtaining such information (such as copying and faxing copies to Seller). (g) All rights of Seller Seller's in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; and (h) All other property and rights of Seller's utilityevery kind or nature owned by Seller or used in the Business, security including but not limited to the employment applications of temporary and other deposits permanent staff (the "Applications") (Buyer agrees that, after the Closing, Seller shall have unlimited right to access and prepaid expenses, except for lease deposits and copy said Applications during all insurance premium refundsnormal business hours).

SALE OF ASSETS OF SELLER. Subject to the terms and conditions hereof, Seller shall will sell, convey, assign, transfer and deliver to Buyer at the Closing (as hereafter defined), and Buyer shall will purchase and accept at the Closing, all assets, properties, privileges, rights, interests, business and goodwill owned by Seller or in which Seller have has an interest (except the Excluded Assets, as hereinafter defined), and used or held for use in connection with the operation of the Business, of every kind and description, real, personal and mixed, tangible and intangible and wherever located (such assets, properties, privileges, rights, interests, business and goodwill being transferred hereunder are hereinafter referred to collectively as the "Assets"). Without limiting the generality of the foregoing, the Assets shall include all of Seller' 's right, title and interest in and to the following (except to the extent any of the following constitute Excluded Assets): (a) All supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property owned by Seller or used by Seller in connection with the Business, including the tangible assets listed on SCHEDULE 1.1;. (b) All of Seller's ' right, title and interest under all agreements or contracts to which it is a party or by which it or the Assets are bound or which otherwise relate to the Business, including, without limitation, the documents listed in EXHIBIT A or SCHEDULE 3.7 1.4 hereto; (c) All of Seller's ' right, title and interest in and to the Intellectual Property (as hereafter defined) owned by Seller or used in the Business; (d) All proprietary knowledge, trade secrets, technical information, quality control data, processes (whether secret or not), methods, and other similar know-how or rights used in the Business; (e) The Business as a going concern and its customer lists, vendor lists, restrictive covenants, choses in action, rights of recovery, rights of recoupment, lists of temporary employees, together with all books, computer software, files, papers, records and other data of Seller relating to their respective assets, properties, business and operations; (f) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith for a period of twelve (12) months from the date of Closing at no additional cost of any kind; and (g) All other property and rights of every kind or nature owned by Seller or used in the Business, including but not limited to the employment applications of temporary and permanent staff (the "Applications") and all telephone numbers and facsimile numbers; (g) All rights of Seller in and to its trade names and trademarks used in the Business, and variants thereof and all goodwill associated therewith; and (h) All of Seller's utility, security and other deposits and prepaid expenses, except for lease deposits and all insurance premium refunds).