Common use of The Asset Purchase Clause in Contracts

The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser hereby purchases from Seller, the Business and all the assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation: (i) all of Seller's right, title and interest in and to the Contracts, to the extent assignable; (ii) Seller's Accounts Receivable; (iii) all customer lists, sales data, brochures, catalogs, mailing lists, art work, photographs and advertising material that are used in the Business, whether in electronic form or otherwise; (iv) all of Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders and approvals necessary for the continued operation of the Business; (v) all trade secrets, Royalty Rights, work notes, market studies, consultant's reports and similar property, tangible or intangible, used in the Business; (vi) copies of all records of Seller material to the operation of the Business, including property, tax and marketing records and copies of personnel records of Transferred Employees; (vii) all right, title and interest in and to the goodwill incident to the Business; (viii) all prepaid expenses of, or for the benefit of, the Business; (ix) subject to any license agreements regarding such software, all software resident on computers used in the Business (other than any software not useful in the Business); (x) all computers used in the Business, including all laptop computers currently used by a Transferred Employee; and (xi) all other assets material to the operation of the Business (including without limitation all causes of action, contract rights and warranty and product liability claims, whether or not in litigation on the date hereof). (b) The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to Purchaser: (i) any right, title or interest in the names "K2" and "K2 Design" and any variants thereof containing "K2" and any related logos, trademarks, trade names or service marks incorporating such names, except as otherwise specifically transferred to Purchaser by Seller;

The Asset Purchase. (a) Upon At the Closing, on the terms and subject to the conditions set forth in this Agreement, the Seller shall sell, convey, assign and transfer to the Buyer, and the Buyer shall purchase and acquire from the Seller, all of the Seller’s right, title and interest as of the Closing Date in and to the following assets, in each case free and clear of any Liens, other than Permitted Liens (collectively, the “Assets”): a. all customer and supplier lists and sales and service records primarily related to the Acquired Business (other than sales and service records related to the purchase of goods and services of the Acquired Business sold through other brands of the Seller and its Affiliates); b. subject to Section 1.03(a)(xxi) and Section 1.03(a)(xxii), all Contracts relating primarily to the conduct of the Acquired Business (collectively, the “Business Contracts”); #93878383v22 c. all of the personal property, including equipment, machinery, furniture, office equipment, communications equipment, vehicles and tools, in each case used or held for use primarily in the Acquired Business, including those listed on Section 1.01(c) of the Seller Disclosure Letter (the “Personal Property”); d. all inventories, including finished goods, finished components, work-in-process, raw materials, byproducts, purchased parts, shipping containers, production and packaging materials and supplies, stores, spare parts and supplies including any such items consigned to others and any and all rights to the warranties received from suppliers with respect to such finished goods, finished components, work-in-process, raw materials, byproducts, purchased parts, shipping containers, production and packaging materials and supplies, stores, spare parts and supplies, in each case primarily attributable to, or used or held for use primarily in, the Acquired Business, except for the Excluded Inventory (the “Inventory”); e. except for the Retained Records, to the extent used in or related to the Acquired Business, the Assets or the Assumed Liabilities, all books, records, files and papers, whether in hard copy or computer format, including sales and sales promotional literature, other product literature, catalogs, quality control records and manuals, other manuals and data, product component lists, engineering designs and drawings, product specifications, cost and pricing information, sales and purchase correspondence, customer lists, lists of suppliers and any information relating to any Tax imposed on the Assets and payroll and personnel records relating to the Business Employees (to the extent permitted by applicable Law) ((i) and (ii) collectively, the “Records”); provided that the Seller shall not be required to deliver to Buyer any Records that are not exclusively used in the or exclusively related to the Acquired Business (including Records commingled with information, data or files of the Retained Business or that also relate to the Retained Business, Retained Liabilities or Retained Liabilities), and instead, the Seller shall provide access to such Records in accordance with Section 6.01; f. all rights in, to and under all Permits and other rights of the Seller under any Law, in each case relating primarily to, or used or held for use primarily in respect of, the Acquired Business; g. all rights, title and interest of the Seller under all equipment leases primarily related to the Acquired Business or equipment used or held for use primarily in the Acquired Business, including those set forth on Section 1.01(g) of the Seller Disclosure Letter (the “Assumed Equipment Leases”); h. all Business IT Assets; i. all Business Intellectual Property owned by the Seller, including the Business Restricted Marks and all Intellectual Property set forth in Section 1.01(i) of the Seller Disclosure Letter; j. all Contracts under which the Acquired Business is granted rights in the Business Intellectual Property from, or under which the Seller has granted rights in its Business Intellectual Property to, any Person, including those that are listed on Section 1.01(j) of the Seller Disclosure Letter; #93878383v22 k. all interests of the Seller in the owned, leased or rented real property described or listed in Section 1.01(k) of the Seller Disclosure Letter (the “Real Property”), together with all buildings, fixtures and improvements erected thereon and all appliances, computer equipment, telephone systems, copy machines, fax machines, supplies, furniture and all other tangible personal property of every kind and description located on such Real Property as of the Closing Date other than the items listed, as of the date of this Agreement, in Section 1.01(k) of the Seller hereby sellsDisclosure Letter; l. any information prepared by attorneys or under their direction as to which the Seller or any of its Affiliates would be entitled to assert a privilege, conveysincluding the attorney-client and attorney work product privileges, assigns, transfers and delivers to Purchaser free and clear of all Encumbrances the extent relating to or resulting from the Assumed Liabilities (other than Permitted Encumbrances and except as expressly provided hereinTransaction Privileged Communications), which privileges after the Closing will be controlled by the Buyer, and Purchaser hereby purchases from Sellermay be waived only by the Buyer, whether or not such information is in the possession or under the control of the Buyer and whether or not the Seller retains a copy of such information; m. all prepaid expenses, including in respect of ad valorem taxes, leases and rentals, to the extent included as Current Assets in the Final Net Working Capital; n. all rights, claims, credits, causes of action, rights of subrogation or rights of set-off against third parties, including rights under manufacturers’ and vendors’ warranties, to the extent related primarily to the Acquired Business or to the extent related to the Assets or the Assumed Liabilities; o. all telephone numbers (other than personal telephone numbers of individuals), facsimile numbers, email addresses and other communication identifiers used exclusively by the Acquired Business; p. all Accounts Receivable in respect of sales made (and products delivered or services provided) prior to the Closing Date to the extent included as Current Assets in the Final Net Working Capital; q. all insurance proceeds receivable that were or are generated exclusively in respect of the Acquired Business or Assets that are, or had the event giving rise to such insurance proceeds not occurred, would have been included in the Assets; r. any Tax refund, rebate or credit not described in Section 1.03(a)(xiii); s. without duplication, all other Current Assets to the extent included in the Final Net Working Capital; and t. other than (i) the Retained Assets and (ii) assets used for the provision of Accounts Receivable and Accounts Payable services (each as defined in the Transition Services Agreement), all other assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation: (i) all of Seller's right, title and interest a type not expressly covered in and to the Contracts, to the extent assignable; (ii) Seller's Accounts Receivable; (iii) all customer lists, sales data, brochures, catalogs, mailing lists, art work, photographs and advertising material this Section 1.01 that are primarily related to, primarily used in or primarily held for use in the Acquired Business, whether in electronic form and, without duplication, the assets, property or otherwise; (ivrights listed on Section 1.01(t) all of Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders and approvals necessary for the continued operation of the Business; (v) all trade secrets, Royalty Rights, work notes, market studies, consultant's reports and similar property, tangible or intangible, used in the Business; (vi) copies of all records of Seller material to the operation of the Business, including property, tax and marketing records and copies of personnel records of Transferred Employees; (vii) all right, title and interest in and to the goodwill incident to the Business; (viii) all prepaid expenses of, or for the benefit of, the Business; (ix) subject to any license agreements regarding such software, all software resident on computers used in the Business (other than any software not useful in the Business); (x) all computers used in the Business, including all laptop computers currently used by a Transferred Employee; and (xi) all other assets material to the operation of the Business (including without limitation all causes of action, contract rights and warranty and product liability claims, whether or not in litigation on the date hereof)Disclosure Letter. (b) The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to Purchaser: (i) any right, title or interest in the names "K2" and "K2 Design" and any variants thereof containing "K2" and any related logos, trademarks, trade names or service marks incorporating such names, except as otherwise specifically transferred to Purchaser by Seller;

The Asset Purchase. (a) Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, conveys, assigns, transfers and delivers to Purchaser Buyer free and clear of all Encumbrances (other than Permitted Encumbrances and except as expressly provided herein), and Purchaser Buyer hereby purchases from Seller, the Business and all the assets, properties and rights owned or leased by Seller and constituting the Business (the "Purchased Assets"), including without limitation: (i) all of Seller's right, title and interest in and to the Contracts, to the extent assignable;inventory of nutritional supplements for sale listed on Schedule 2.1 and having a cost basis of not less than $100,000. (ii) Seller's Accounts Receivable; (iii) all customer lists, sales data, brochures, catalogs, mailing lists, art work, photographs and advertising material that are used in the Business, whether in electronic form or otherwise; (iviii) all of Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders and approvals necessary for the continued operation of the Business; (viv) all trade secrets, Royalty Rightsproprietary formulations, work notes, market studies, consultant's reports of scientific studies and similar property, tangible or intangible, used in the Business; (viv) copies of all records of Seller material to the operation of the Business, including property, tax and marketing records records, and copies of personnel records of Transferred Employees; (viivi) all right, title and interest in and to the goodwill incident to the Business; (viiivii) all prepaid expenses of, or for the benefit of, the Business; (viii) all computers used in the Business, including all laptop computers currently used by a Transferred Employee; (ix) subject to any license agreements regarding such software, all software resident on computers used in the Business (other than any software not useful in the Business); (x) all computers used in the Business, including all laptop computers currently used by a Transferred Employee; and (xix) all other assets material to the operation of the Business (including without limitation all furniture, fixtures, and equipment, all causes of action, contract rights and warranty and product liability claims, whether or not in litigation on the date hereof). (b) The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to PurchaserBuyer: (i) any right, title or interest in sales of nutritional supplements where such supplements are sold and shipped to buyers outside North America (the names "K2" United States, Canada, or Mexico); (ii) any right, title or interest in the copyrights to books or booklets sold by Seller; (iii) cash and "K2 Design" cash equivalents and similar type investments; (iv) Seller's accounts receivable; (v) leases and contracts, other than those set forth on Schedule 1.3 or otherwise specifically transferred pursuant to the terms hereof; (vi) assets constituting any variants thereof containing "K2" pension funds or segregated funds for the benefit of Transferred Employees; (vii) corporate minute books and any related logos, trademarks, trade names or service marks incorporating such names, stock books; and (viii) except as otherwise specifically transferred to Purchaser by provided herein, all of Seller;'s assets not associated with the Business.

The Asset Purchase. (a) Upon At the Closing, on the terms and subject to the conditions this Agreement sets forth, the Seller will sell, convey, assign and transfer to the Buyer or one or more Acquisition Entities, as the case may be, and the Buyer or such Acquisition Entity or Entities, as the case may be, will purchase and acquire from the Seller, all of this Agreementthe Seller’s rights, Seller hereby sellstitle and interest, conveys, assigns, transfers and delivers to Purchaser in each case free and clear of all Encumbrances (other than Liens, except for Permitted Encumbrances Liens, in, under and except as expressly provided herein), and Purchaser hereby purchases from Seller, the Business and to all of the assets, rights, titles, interests, and properties of the Seller (of whatever kind or nature, real or personal, tangible or intangible, and rights owned wherever located and by whomever possessed), whether owned, licensed or leased by Seller and constituting the Business Seller, that are used in, devoted to or necessary to the operations of the Acquired Business, except for the Retained Assets (the "Purchased “Assets"), including including, without limitation, the following: (a) all Owned Real Property and all Leased Real Property; (b) all customer lists, sales and service records, credit data and other information relating to present and past customers of the Acquired Business; (c) all written executory contracts, agreements and open purchase orders under which the Acquired Business provides or will provide products or services to its customers, including those Section 2.1(c) of the Seller Disclosure Letter identifies (collectively, the “Customer Contracts”); (d) all written executory contracts and open purchase orders under which the Acquired Business acquires or will acquire products or services from its suppliers, including those Section 2.1(d) of the Seller Disclosure Letter identifies (collectively, the “Supplier Contracts”); (e) all written executory contracts and agreements under which the Seller rents or leases furniture, fixtures, equipment or vehicles used or held for use in the Acquired Business, including those Section 2.1(e) of the Seller Disclosure Letter identifies; (f) all vehicles and other transportation equipment used or held for use by the Seller in the Acquired Business, including those Section 2.1(f) of the Seller Disclosure Letter identifies; (g) all the equipment, machinery, tools, appliances, telephone systems, copy machines, fax machines, implements, spare parts, supplies, furniture and all other tangible personal property of every kind and description used or held for use by the Acquired Business, including all the items Section 2.1(g) of the Seller Disclosure Letter identifies, together with any rights or claims of the Seller arising out of the breach of any express or implied warranty by the constructors, fabricators, manufacturers or sellers of any of those assets; (h) all inventories and other materials and supplies, including finished goods, finished components, prepayments, in transit, work-in-process, raw materials and purchased parts, purchased for use by the Acquired Business; (i) all of Seller's right, title and interest in and to the Contractsextent transferable under applicable Governmental Requirements, copies of all sales and sales promotional data, advertising materials, credit information, cost and pricing information, equipment maintenance data, research and development reports and records, production reports and records, service and warranty records, preventative maintenance manuals, operating guides and manuals, purchasing records and information, supplier lists, business plans, reference catalogs, payroll and personnel records, stationery, purchase orders, sales forms, labels, catalogs, brochures, artwork, photographs, product display and other similar property, rights and information, in each case used or held for use in the Acquired Business; (j) all Intellectual Property of the Seller used by the Acquired Business, including those Section 3.15 of the Seller Disclosure Letter identifies, and all tangible embodiments of the Intellectual Property of the Seller used by the Acquired Business, including all engineering, production and other designs, drawings, specifications, formulas, technology, computer and electronic data processing programs and software, inventions, processes and know-how used by the Acquired Business; (k) all contracts and agreements under which the Acquired Business is granted rights in the Intellectual Property used in the Acquired Business from, or under which the Seller has granted rights in any Intellectual Property of the Seller and used in the Acquired Business to, any Person, to the extent assignable; (ii) Seller's Accounts Receivable; (iiil) all customer lists, sales data, brochures, catalogs, mailing lists, art work, photographs and advertising material that are used in the Business, whether in electronic form or otherwise; (iv) all of Seller's interest in governmental permits, licenses, registrations, certificates, consents, orders and approvals necessary for the continued operation of the Business; (v) all trade secrets, Royalty Rights, work notes, market studies, consultant's reports and similar property, tangible or intangible, used in the Business; (vi) copies of all records of Seller material to the operation of the Business, including property, tax and marketing records and copies of personnel records of Transferred Employees; (vii) all rightrights, title and interest in and to of the goodwill incident to the Business; (viii) all prepaid expenses of, or for the benefit of, the Business; (ix) subject to any license agreements regarding such software, all software resident on computers used Seller in the Business (other than name “Excalibar” or any software not useful in the Business); (x) all computers used in the Business, including all laptop computers currently used by a Transferred Employeevariants of such name; and (xim) all rights in, to and under all Permits and other assets material rights under any applicable Laws relating to the operation of Acquired Business, to the Business (including without limitation all causes of action, contract extent such rights and warranty and product liability claims, whether or not in litigation on the date hereof)are transferable under applicable Laws. (b) The following assets (collectively, the "Excluded Assets") shall be excluded from this Agreement, and shall not be assigned or transferred to Purchaser: (i) any right, title or interest in the names "K2" and "K2 Design" and any variants thereof containing "K2" and any related logos, trademarks, trade names or service marks incorporating such names, except as otherwise specifically transferred to Purchaser by Seller;