Common use of The Assets Clause in Contracts

The Assets. The Assets shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to all private cable system bulk service and right of entry or access agreements relating to the provision of cable and/or Internet services to the Properties and all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop lines, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), and other tangible personal property owned by the Seller, associated with the operation of the System and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closing, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyer.

The Assets. The Assets to be sold and purchased hereunder, include, but shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit B (“Assumed Contracts”) which shall include but not be limited to to: (i) all private cable system bulk service and right cash balances of entry or access agreements relating to SiTech; (ii) all of the provision accounts receivable of cable and/or Internet services to the Properties and SiTech; (iii) all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Propertiesinventories of SiTech, including without limitationlimitation all raw materials, work in progress, finished goods (including inventories of finished products held for packaging and/or shipping and all head end types of inventories which are in transit or being held by third parties) and all production, shipping and packaging supplies; (iv) all prepaid expenses, including deposits and credits of SiTech; (v) all fixed assets of SiTech, including all machinery, equipment, distribution equipmenttools, wiringhandling equipment and accessories and supplies; (vi) all office furniture and furnishings, conduitequipment and supplies of SiTech; (vii) all of SiTech's right, customer premise equipmenttitle and interest as tenant in and to leases and interests in real property (the "Real Property"), spare parts together with all of SiTech's right, title and inventory owned by the Seller interest in and to all easements, rights and appurtenances thereto; (viii) all of SiTech's right, title and interest in and to all plants, buildings, structures, erections, improvements and fixtures located on or forming part of the PropertiesReal Property; (ix) all of SiTech's right, equipment at title and interest in, to and under all domestic and foreign patents, patent applications, patent licenses, assignable software licenses, assignable know-how licenses and technology transfer agreements, trade names, trademarks, brand names, logos, copyrights, unpatented inventions, discoveries, conceptions, reductions to practice, service marks, trademark and service xxxx registrations and applications, including without limitation that certain License and Technology Transfer Agreement (the Properties relating "License and Technology Transfer Agreement") between SiTech and NuSil Technology ("NuSil"); (x) all of SiTech's right, title and interest in and to distributiontrade secrets, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, know-how (including, without limitation, drop linesproprietary know-how and use and application know-how) manufacturing, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), engineering and other tangible personal property owned by the Sellerdrawings, associated with the operation of the System technology, technical information, engineering data, design and located on the Properties; the buildingsengineering specifications, structuresformulae, improvements processes, blueprints, sketches, schematics, flow sheets, flow diagrams, magnetic media such as audio tapes, computer disks, micromedia such as microfilm and fixtures necessary for the operation of the Systemmicrofiche, owned by the Seller promotional literature and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closingsimilar data, including without limitation engineering the Master Device Files (as defined in the Supply Agreement) (all rights referred to in 1 .2(ix) and 1.2(x) together referred to as the "Intellectual Property"); (xi) all of the Business's existing books, general, financial, tax and personnel records, mapscorrespondence and other documents, rebuild/upgrade designs, records and files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files data systems and customer information to enable Mentor to continue the design, manufacture and sale of correspondence, recordsthe Business's products and services; (xii) the full benefit of all leases of, and reports concerning subscribers conditional sales contracts and prospective subscribers title retention agreements relating to, machinery and equipment of which SiTech is lessee; (xiii) the full benefit of all contracts or commitments to which SiTech is entitled, including without limiting the generality of the System. With respect foregoing, (A) all unfilled orders received by SiTech; and (B) all forward commitments to Assumed ContractsSiTech for fixed assets, the Assets include original executed contracts to the extent subleases, services, inventory, supplies or materials entered into in the Seller’s possessionusual and ordinary course of the Business, whether or copies thereof which not there are complete any written contracts with respect thereto; (xiv) the full benefit of all licenses, and accurate in all material respects. The Access Agreements registrations and permits of SiTech pertaining to environment, health and safety matters, and all other assignable registrations and permits; (xv) the goodwill of SiTech; (xvi) all computer aided design and other contracts comprising the Assets shall be complete product development equipment of SiTech; and (xvii) all claims, causes of action, rights of recovery, refunds and in their entirety in all material respects andrights of set-off of any kind of SiTech, except insofar as necessary to offset a claim against SiTech but for Assignment Consents which SiTech does not recover money. (as defined hereinxviii) obtained before all insurance proceeds and the Closing Datefull benefit of all insurance policies of SiTech, have not been modified since copies were delivered to Buyerincluding without limitation those described in Section 3.12 hereof.

The Assets. The Assets shall include the following, to the extent applicable: 1.2.1 The contracts set forth on Exhibit EXHIBIT B (“Assumed Contracts”) which shall include but not be limited to all private cable system bulk service and right of entry or access agreements relating to the provision of cable and/or Internet services to the Properties and all franchise agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop lines, converters and encoders, transformers and fittings, transmission, drop distribution systems and equipment, internal wiring to the extent not owned by the owners of the Properties (“Owners”), and other tangible personal property owned by the Seller, associated with the operation of the System and located on the Properties; the buildings, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable but excluding the right to recover accounts receivable for periods prior to the Closing Date); and all subscriber lists and agreements for the System. 1.2.2 Copies of all books and records of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closing, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyer.

The Assets. At the Closing (as hereinafter defined) the Seller will sell, transfer, assign, convey and deliver to the Purchaser, and the Purchaser will purchase, acquire and accept from the Seller, all of the Seller's right, title and interest in and to the assets of the Seller relating to the Business, excluding only those assets delineated in Section 1.3 hereof (all of such assets, property and business to be acquired by the Purchaser are hereinafter collectively referred to as the "Acquired Assets"), upon the terms and subject to the conditions hereinafter set forth. The Acquired Assets shall include include, without limitation, the following: (a) all notes, trade and other accounts receivable, royalties, deferred charges, advance payments, prepaid items and rights of offset and credits (other than income tax credits) relating to the extent applicable:Business (the "Accounts"); 1.2.1 The contracts set forth (b) all property, plant and equipment listed on Exhibit B (“Assumed Contracts”) which shall include Schedule 1.1(b), including but not be limited to all private cable system bulk service fee simple, possessory and right leasehold interests of entry or access agreements relating to the provision of cable and/or Internet services to the Properties Seller in any and all franchise land, leaseholds, easements, rights of way, licenses, railroad and other use agreements relating to the Properties (“Access Agreements”), programming agreements, tangible personal property owned by the Seller and located on the Properties, including without limitation, all head end equipment, distribution equipment, wiring, conduit, customer premise equipment, spare parts and inventory owned by the Seller and located on the Properties, equipment at the Properties relating to distribution, trunk and distribution pedestals, grounding and pole hardware, cable systems plant, machinery, installed subscribers’ devices, including, without limitation, drop linesrights arising under all options to purchase, converters or lease, rights of first refusal and encodersthe like), transformers certain office computer and fittings, transmission, drop distribution systems and telephone equipment, internal wiring to machinery, equipment, tools, motor vehicles, transportation and packing and delivery equipment and supplies, furniture and fixtures (the extent not owned by the owners of the Properties "Equipment and Supplies"); (“Owners”)c) all computers, peripherals, components and other tangible personal property owned by accessories constituting the Seller, 's inventory associated with the operation of Business, (the System "Inventory"); (d) all contracts and located on the Properties; the buildingscontract rights, structures, improvements and fixtures necessary for the operation of the System, owned by the Seller and located on the Properties; all microwave related assets, if any, located on the Properties or used exclusively to provide service to the Properties, any interdiction control units located on the Properties or used exclusively to provide service to the Properties, certain field technical equipment including, including but not limited to spectrum analyzers, and related assets; all permits, licenses, certificates, concessions, approvals, consents, ratifications, permissions, clearances, confirmations, endorsements, waivers, certifications, designations, ratings, registrations, qualifications and authorizations issued, granted, given or otherwise made available by or under the authority of any governmental body or pursuant to any legal requirement or right under any contract with any governmental body related to the Assets or the System and used or owned by the Seller; all refundable deposits and advance payments from subscribers with respect to the System; all rights, claims and causes of action against third parties with respect to the System or the Assets, including, without limitation, any rights, claims and causes of action arising under warranties from vendors and other third parties and all rights of indemnity, rights of contribution, contractual and other rights of recovery possessed by and licenses under outstanding purchase orders, supply agreements, sales orders, agreements pursuant to which the Seller is to be indemnified, permits, leases, joint venture agreements, restrictive covenant agreements running in favor of the Seller, representative agreements, dealer agreements, export agent agreements, consulting agreements, confidentiality agreements, development agreements, assignment agreements and all other contracts (regardless of whether such rights are currently exercisable the "Contracts"), all as more particularly described on Schedule 1.1(d) hereof; (e) all customer lists, supplier lists, engineering data, customer records, patents, trade names (including but excluding the right to recover accounts receivable for periods prior not limited to the Closing Datename "Datatrend"), trademarks, all other intellectual property rights and intangible assets associated with the Business ("Intangible Assets"); and (f) all cash on hand and in all subscriber lists checking, savings, investment and agreements for the System. 1.2.2 Copies of all books and records other similar accounts of the Seller in the Seller’s possession to the extent relating to the Assets or to the extent necessary to operate the System as operated prior to the date of Closing and conduct the business as conducted prior to the date of Closing, including without limitation engineering records, maps, rebuild/upgrade designs, files, data, drawings, blueprints, schematics, reports, lists, plans, processes, and all files of correspondence, records, and reports concerning subscribers and prospective subscribers of the System. With respect to Assumed Contracts, the Assets include original executed contracts to the extent in the Seller’s possession, or copies thereof which are complete and accurate in all material respects. The Access Agreements and other contracts comprising the Assets shall be complete and in their entirety in all material respects and, except for Assignment Consents (as defined herein) obtained before the Closing Date, have not been modified since copies were delivered to Buyer.