Common use of Transfer of Acquired Assets Clause in Contracts

Transfer of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 2.1 hereof) Sellers will sell, assign, convey or cause to be conveyed, transfer and deliver to Buyer, and Buyer will purchase and accept from Sellers, all of the assets and properties of Sellers, tangible or intangible, of every kind and description, used by Sellers that relate primarily to the business and operation of the Publications as a going concern (all such assets being referred to herein as the “Sellers’ Assets”), but excluding the Excluded Assets described in Section 1.2 below. In addition, upon the terms and subject to the conditions of this Agreement, on the Closing Date, Sellers will sell, assign, convey or cause to be conveyed, transferred and delivered to Buyer, and Buyer will purchase and accept from Sellers, the Publications’ “Mastheads” which consist of the mastheads, trademarks, trade dress, trade names, service marks, registrations, domain names, and other property rights relating thereto and all goodwill associated therewith. The Sellers’ Assets along with the Mastheads are hereinafter collectively referred to as the “Acquired Assets.” The Acquired Assets include, without limitation, the following: (a) The Owned Real Property (as defined in Section 3.10(a)); (b) All Real Property Leases for the Leased Real Property (as such terms are defined in Section 3.9 and Section 3.10(b) respectively); (c) All tangible personal property, editorial material, work in process, finished goods, manuscripts, notes and drafts, graphic artwork, cuts, photographs and negatives owned by Sellers to the extent they relate primarily to the Publications; all promotional materials, inserts, and direct mail materials owned by Sellers to the extent they relate primarily to the Publications; all stationery, supplies, purchase orders, forms, labels, shipping materials and catalogs owned by Sellers to the extent they relate primarily to the Publications; and all lists owned by Sellers of contributors, authors, correspondents, reviewers, photographers, illustrators and editors who contribute or have contributed to the Publications; all other inventory and supplies, and other assets and equipment relating primarily to the Publications; (d) All contracts, agreements and similar documents that relate primarily to the operation of the Publications or are otherwise specifically assumed pursuant hereto, together with all subscriptions and all orders and agreements for the sale of advertising, space reservations and insertion orders relating to the Publications, including without limitation those described in Schedule 3.9; (e) All of Sellers’ right, title and interest in and to all licenses, Permits (as defined in Section 3.16), variances, franchises, certifications, approvals and other governmental authorizations relating primarily to the Publications, together with any renewals, extensions or modifications thereof and additions thereto; (f) All publishable materials of any nature primarily used by the Publications, the names used by each Publication including but not limited to those set forth on Schedule 1.1(f), all copyrights, patents, trademarks, service marks, logotypes and trade names (including registrations and applications for registration of any of the foregoing), domain names (including HTML design and data related to said domain names), processes, inventions, computer software, computer programs and software and program rights, trade secrets, goodwill and other intangible rights and interests issued to or owned by Sellers and used primarily in connection with the operation, publication and distribution of the Publications or primarily in connection with the ownership of any of the Acquired Assets (collectively referred to herein as the “Rights”), it being understood that computers and servers located at Sellers’ home office in Augusta, Georgia, and software developed by Sellers for use beyond the Publications are not used primarily by the Publications and are not “Rights”; (g) All of Sellers’ accounts or other receivables, claims, evidences of debt owed to Sellers, utility deposits and other deposits and prepaid expenses arising out of Sellers’ operation of the Publications, together with all records relating thereto; (h) All of the Publications’ files and other records, in whatever form is reasonably practicable, relating to the operation of the Publications, including without limitation all of the historical materials relating to the Publications’ advertising, circulation and distribution, all circulation, subscriber, delivery and mailing lists and carrier routes maintained by Sellers, all data related to such lists, all circulation readership studies, audience surveys and research owned by Sellers, and all other mailing lists, together with all records, reports and disks of computer data owned by Sellers, rate cards, verification cards, advertising insertion orders, specimen copies of all advertisements carried in the Publications, and copies of current price lists, discount lists, catalogs, public relations materials, sales correspondence, call reports, call books, advertiser lists and sales promotion lists, in each case to the extent they relate primarily to the Publications; (i) All claims, causes of action, rights of recovery and rights of set-off of any kind (including, without limitation, rights under and pursuant to all warranties, representations and guarantees made by suppliers, distributors or vendors of products, materials or equipments, or components thereof) to the extent they relate to the Publications, which are owned by Sellers and relate to the period of time following the Closing; (j) All of Sellers’ libraries of back and current issues of the Publications, in whatever medium; (k) All of Sellers’ goodwill in and going concern value of the Publications; (l) Any prepaid Taxes of Sellers which are included as Acquired Assets on the Closing Date Balance Sheet (as defined in Section 1.6(c)); (m) All of Sellers’ right, title and interest in and to any non-solicitation, non-competition and non-disclosure agreements to the extent benefiting the Publications; (n) The bank accounts and the cash contained therein as of the Closing Date used as operating accounts for the Publications, a list of which shall be provided by Sellers to Buyer prior to Closing and the balances of which shall be included on the Closing Date Balance Sheet; and (o) Without duplication, all assets relating primarily to the operations of the Publications reflected in the Closing Date Balance Sheet.

Transfer of Acquired Assets. Upon Subject to the terms and subject to the conditions of this Agreement, on the Closing Date (and except as defined provided in Section 2.1 hereof1.2, Seller, which as to each particular Owned Location shall be the particular Subsidiary Owner of such Owned Location as designated on Exhibit B hereto and which as to the Management Agreements shall be SCI Ohio or Alderwoods Ohio, as applicable) Sellers will does hereby agree to sell, assigntransfer, convey or cause to be conveyedconvey, transfer assign and deliver to Buyer, and Buyer will does hereby agree to purchase and accept from SellersSeller free and clear of all Liens and Liabilities (other than the Assumed Liabilities (as defined below)), all of right, title and interest to the assets following property and properties of Sellers, tangible or intangible, of every kind and descriptionrights located at, used by Sellers that relate primarily in connection with, arising out of or relating to the business and operation of the Publications as a going concern Business (all such assets being referred to herein as the “Sellers’ Assets”)collectively, but excluding the Excluded Assets described in Section 1.2 below. In addition, upon the terms and subject to the conditions of this Agreement, on the Closing Date, Sellers will sell, assign, convey or cause to be conveyed, transferred and delivered to Buyer, and Buyer will purchase and accept from Sellers, the Publications’ “Mastheads” which consist of the mastheads, trademarks, trade dress, trade names, service marks, registrations, domain names, and other property rights relating thereto and all goodwill associated therewith. The Sellers’ Assets along with the Mastheads are hereinafter collectively referred to as the “Acquired Assets.” The Acquired Assets include, without limitation, the following:”): (a) The All of Seller’s real property used in the operation of the Owned Business as specifically described in the commitments for title insurance received from Land Services USA, Inc. (the “Title Company”), together with all buildings, structures, improvements, fixtures, easements, benefits and rights and appurtenances benefiting, belonging or pertaining thereto (the “Owned Real Property (as defined in Section 3.10(a)Property”); (b) All Real Property Leases for furniture, equipment, tools, supplies and other tangible personal property owned or used by Seller exclusively or primarily in the Leased Real Property (operation of the Owned Business as such terms are defined in Section 3.9 of the date hereof or acquired between the date hereof and Section 3.10(b) respectively)the Effective Time, including, without limitation, those items listed on Schedule 2 to this Agreement; (c) All tangible personal property, editorial material, work in process, finished goods, manuscripts, notes and drafts, graphic artwork, cuts, photographs and negatives owned by Sellers vehicles listed on Schedule 3 to the extent they relate primarily to the Publications; all promotional materials, inserts, and direct mail materials owned by Sellers to the extent they relate primarily to the Publications; all stationery, supplies, purchase orders, forms, labels, shipping materials and catalogs owned by Sellers to the extent they relate primarily to the Publications; and all lists owned by Sellers of contributors, authors, correspondents, reviewers, photographers, illustrators and editors who contribute or have contributed to the Publications; all other inventory and supplies, and other assets and equipment relating primarily to the Publicationsthis Agreement; (d) All contractscaskets, agreements crypts, urns, vaults, monuments, grave spaces, mausoleum spaces, niches, lawn crypts, supplies and similar documents that relate primarily other merchandise inventory of the Owned Business (“Inventory”), including, without limitation, the Inventory of the funeral homes, crematories and flower shops included in the Owned Business and the items stored for or delivered to customers at the cemeteries included in the Owned Business, plus or minus any changes to such Inventory which result from the ordinary course of operation of the Publications Owned Business, consistent with past practices, until the Effective Time (and specifically limited to the rights permitted by or are otherwise specifically assumed pursuant heretoprovided under applicable Laws with regard to merchandise designated as being stored for or delivered to customers under Pre-/At-Need Contracts (as defined below)), together with all subscriptions and all orders and agreements for the sale of advertising, space reservations and insertion orders relating to the Publications, including without limitation those described Services in Schedule 3.9Progress (as hereinafter defined); (e) All benefits, rights and entitlements of Sellers’ right, title and interest in and to all licenses, Permits (as defined in Section 3.16), variances, franchises, certifications, approvals and other governmental authorizations or relating primarily to the PublicationsBusiness under and in all contracts, together with any renewalsagreements, extensions or modifications thereof leases, licenses and additions theretocommitments (including the Management Agreements and those other items) listed on Schedule 5 to this Agreement (“Business Contracts”); (f) All publishable materials of benefits, rights and entitlements under any nature leases for any real property at the Owned Location or otherwise exclusively or primarily used by related to the PublicationsOwned Business (whether Seller is lessee or lessor thereunder) (“Real Property Leases”), the names used by each Publication including but not limited to including, without limitation, those set forth listed on Schedule 1.1(f)5 to this Agreement, all copyrights, patents, trademarks, service marks, logotypes and trade names (including registrations and applications for registration together with any security deposits held or paid on account of any of the foregoing), domain names Real Property Leases (including HTML design and data related to said domain names), processes, inventions, computer software, computer programs and software and program rights, trade secrets, goodwill and other intangible rights and interests issued to the real property leased by Seller as a lessee or owned by Sellers and used primarily in connection with sublessee under the operation, publication and distribution of the Publications or primarily in connection with the ownership of any of the Acquired Assets (collectively Real Property Leases being referred to herein as “Leased Real Property” and, together with the Owned Real Property, the “RightsReal Property”), it being understood that computers and servers located at Sellers’ home office in Augusta, Georgia, and software developed by Sellers for use beyond the Publications are not used primarily by the Publications and are not “Rights”; (g) All benefits, rights and entitlements under all of Sellers’ accounts the Contracts, engagements and commitments, written or other receivablesoral, claimsrelating to the provision or sale by the Owned Business of at-need or pre-need cemetery, evidences funeral or cremation merchandise, properties or services and all deposits, prepaid amounts, insurance policies and trust funds relating to such Contracts, engagements and commitments, including, without limitation, those items listed on Schedules 7 and 8 to this Agreement, plus or minus any similar items entered into or delivered or furnished in the ordinary course of debt owed to Sellers, utility deposits and other deposits and prepaid expenses arising out of Sellers’ the operation of the PublicationsOwned Business subsequent to the date(s) of the listing(s) on Schedules 7 and 8 until the Effective Time (collectively, the “Pre-/At-Need Contracts” and, together with all records relating theretothe Business Contracts, any collective bargaining or similar agreements included in Schedule 6 and the Real Property Leases, the “Assumed Contracts”); (h) All of the Publications’ files Permits of each of Seller necessary for the ownership, operation, maintenance or presently planned expansion (by Seller) of the Owned Business, to the extent transferable; (i) Intentionally omitted; (j) All utility and other recordsdeposits previously paid to and/or held by third parties in connection with the operation of the Business as of the Effective Time; (k) All accounts and notes receivable (i) of Alderwoods Ohio and SCI Ohio generated in or relating to the management of the Managed Businesses; (ii) of SCI California due from SVMP, in whatever form is reasonably practicable, and (iii) relating to the operation of the PublicationsOwned Business (“Owned Receivables”), including without limitation all of the historical materials relating to the Publications’ advertising, circulation and distribution, all circulation, subscriber, delivery and mailing lists and carrier routes maintained by Sellers, all data related to such lists, all circulation readership studies, audience surveys and research owned by Sellers, and all other mailing lists, together with all records, reports and disks of computer data owned by Sellers, rate cards, verification cards, advertising insertion orders, specimen copies of all advertisements carried in the Publications, and copies of current price lists, discount lists, catalogs, public relations materials, sales correspondence, call reports, call books, advertiser lists and sales promotion lists, in each case to the extent they relate primarily to the Publications; (i) All claims, causes of action, rights of recovery and rights of set-off of any kind (including, without limitation, rights under and pursuant those listed on Schedule 9 to all warrantiesthis Agreement, representations and guarantees made by suppliersplus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, distributors or vendors of productsconsistent with past practices, materials or equipments, or components thereof) subsequent to the extent they relate to the Publications, which are owned by Sellers and relate to the period of time following the Closing; (jdate(s) All of Sellers’ libraries of back and current issues of the Publicationslisting(s) on Schedule 9 until the Effective Time, but specifically excluding pending trust claims specified in whatever medium; (kSection 5.5(b)(ii) All of Sellers’ goodwill in and going concern value of the Publicationspending insurance claims; (l) Any prepaid Taxes All of Sellers which are included as the Seller’s rights and incidents of interest in and to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly or indirectly out of any of the Acquired Assets on or the Closing Date Balance Sheet (as defined Business, including, without limitation, all rights of the Seller against the prior owner of the Alexander Funeral Home, but specifically excluding pending trust claims specified in Section 1.6(c));5.5(b)(ii) and pending insurance claims; and (m) All goodwill associated with the Owned Business, together with all lists of Sellers’ present or former customers of the Owned Business, all business books, documents, records, files, databases and reports relating to the Acquired Assets and reasonably necessary for Buyer to continue the Owned Business to conduct the business of SVMP or to manage the Managed Businesses (collectively, “Seller Records”) (whether or not the Seller Records are physically located at the Owned Location or the Managed Locations), the wired telephone numbers and listings for the Owned Business, and all Intellectual Property owned and/or used by the Seller exclusively or primarily in connection with the Owned Business, (“Business Intellectual Property”), including, without limitation, all right, title and interest in and the right to any non-solicitationuse the trademarks, non-competition service marks and non-disclosure agreements to the extent benefiting the Publications; (n) The bank accounts and the cash contained therein as of the Closing Date used as operating accounts trade names for the Publications, a list of which Owned Location as listed on Exhibit B hereto. All Seller Records not physically located at the Managed or Owned Locations shall be provided by Sellers copied and, at the election of Buyer, either delivered in person to a representative of Buyer prior to Closing and at the balances of which shall be included location where such Seller Records are held on the Closing Date Balance Sheet; and (oas defined below) Without duplicationor shipped to Buyer by Seller at Buyer’s expense by such delivery service selected by Buyer. All requests and other communications from Buyer to Seller regarding Seller Records, all assets relating primarily either before or after the Closing (as defined below), shall be directed to Xxxxxxx Xxxxxxx, Service Corporation International, 0000 Xxxxx Xxxxxxx, Houston, Texas 77019, fax: (000) 000-0000. Except as specifically provided in Section 1.2, it is intended that the operations assets, properties and rights of the Publications Business to be sold to Buyer pursuant to this Agreement shall include all of the assets, properties and rights reflected in the Closing Date Balance SheetSchedules relating to the subsections of Section 1.1, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights of the Business that may have been acquired in the ordinary course of business since the dates of the listings in the Schedules relating to the subsections of Section 1.1 until the Effective Time. It is understood that in general the Buyer is not purchasing the assets that comprise SVMP or the assets that comprise the Managed Businesses (the “Managed Assets”). Following Closing, SVMP shall continue to own its assets, and the Managed Assets shall remain the property of the Ohio NFPs, the owners of the Managed Locations; however, SVMP shall consent to the termination of its current arrangement with SCI California, and the Ohio NFPs shall consent to the assignment of the Management Agreements. Notwithstanding the foregoing, Buyer shall acquire all assets, property and rights in the Managed Businesses that permit the Buyer to manage the Managed Businesses pursuant to the Management Agreements.

Transfer of Acquired Assets. Upon At the terms Closing, upon and subject to the terms and conditions of set forth in this Agreement, on the Closing Date (as defined in Section 2.1 hereof) Sellers will sell, assign, convey or cause to be conveyed, transfer and deliver Seller shall sell to Buyer, and Buyer will purchase and accept shall acquire from SellersSeller, all of the assets Seller’s legal and properties of Sellersequitable rights, tangible or intangible, of every kind title and description, used by Sellers that relate primarily interest in and to the business Acquired Assets free and operation clear of the Publications as a going concern (all such assets being referred to herein as the “Sellers’ Assets”)Liens, but excluding the Excluded Assets described in Section 1.2 belowClaims and Interests. In addition, upon the terms and subject to the conditions of For all purposes under this Agreement, on the Closing Date, Sellers will sell, assign, convey or cause to be conveyed, transferred and delivered to Buyer, and Buyer will purchase and accept from Sellers, the Publications’ “Mastheads” which consist of the mastheads, trademarks, trade dress, trade names, service marks, registrations, domain names, and other property rights relating thereto and all goodwill associated therewith. The Sellers’ Assets along with the Mastheads are hereinafter collectively referred to as the term “Acquired Assets.” The Acquired Assets includeshall not include any Excluded Assets, without limitationand shall mean the following properties, the followingassets, Interests and rights of Seller: (a) The Owned Real Property (as defined in Section 3.10(a))[Reserved]; (b) All Real Property Leases all of Seller’s (i) woodworking equipment located at the Lexington Property, that is necessary for the production of all the Products in the volumes and as currently produced by Seller, a schedule of which shall be delivered by Seller to Buyer prior to the Closing, (ii) equipment, machinery, furniture, fixtures and improvements, woodworking equipment, engraving equipment, molds, forms, tooling and spare parts and any other tangible personal property (including without limitation consumables located at the premises of the Business) that is in any of the foregoing cases listed in this cause (ii) used for the ownership, operation or management of the Business, in each of the foregoing cases to the extent listed on Schedule 1.1(b), and (iii) molds, forms, tooling and spare parts which are not located at Seller’s Huntsville, Alabama or Ilion, New York facilities that are necessary for the production of all the Products in the volumes and as currently produced by Seller, a schedule of which shall be delivered by Seller to Buyer prior to the Closing (the foregoing clauses (i), (ii) and (iii) being collectively the “Owned FF&E”) (wherever such Owned FF&E is located, whether at any Owned Real Property, any Leased Real Property or any third party location (as such terms are defined including vendors or supplier locations)), in Section 3.9 each case other than real property and Section 3.10(bthat Owned FF&E specifically identified by Buyer for abandonment, and (iii) respectively)to the extent assignable, rights to any warranties and licenses received from manufacturers and sellers of the Owned FF&E; (c) All all of Seller’s (i) equipment, machinery, furniture, fixtures and improvements, woodworking equipment, engraving equipment, engraving equipment, roll marking equipment, box label printers, scanners, molds, forms, tooling and spare parts, and any other tangible personal propertyproperty that is in any of the foregoing cases used for the ownership, editorial materialoperation or management of the Business, work that are in processeach case leased pursuant to any Contract listed in Schedule 1.1(c), finished goodsin each case other than real property and those items specifically identified by Buyer for lease rejection or abandonment (the “Assigned FF&E Leases” and the equipment, manuscriptsmachinery, notes furniture, fixtures and draftsimprovements, graphic artworktooling and spare parts so leased, cutsthe “Leased FF&E”) (wherever such Leased FF&E is located, photographs whether at any Owned Real Property, any Leased Real Property or any third party location (including vendors or supplier locations)), (ii) rights under the Assigned FF&E Leases, and negatives owned by Sellers (iii) to the extent they relate primarily assignable, rights to any warranties and licenses received from manufacturers and lessors of the Publications; all promotional materials, inserts, and direct mail materials owned by Sellers to the extent they relate primarily to the Publications; all stationery, supplies, purchase orders, forms, labels, shipping materials and catalogs owned by Sellers to the extent they relate primarily to the Publications; and all lists owned by Sellers of contributors, authors, correspondents, reviewers, photographers, illustrators and editors who contribute or have contributed to the Publications; all other inventory and supplies, and other assets and equipment relating primarily to the PublicationsLeased FF&E; (d) All contractsall proceeds and recoveries from policies (but not, agreements and similar documents that relate primarily for the avoidance of doubt, any Insurance Policies themselves) to the operation extent such proceeds and recoveries are received in respect of any Acquired Assets regardless of when the Publications or are otherwise specifically assumed pursuant hereto, together with all subscriptions and all orders and agreements for related loss occurred (the sale of advertising, space reservations and insertion orders relating to the Publications, including without limitation those rights described in Schedule 3.9this Section 1.1(d) being collectively the “Acquired Policy Rights”); (e) All all Contracts set forth on Schedule 1.1(e) (collectively, the “Assigned Business Contracts” and, together with the Assigned FF&E Leases, the “Assigned Contracts”); (f) all (i) Intellectual Property owned or used by Seller primarily in connection with the ownership, operation and/or management of Sellers’ the Business and any and all corresponding rights that, now or hereafter, may be secured throughout the world, (ii) Intellectual Property licensed to Seller primarily in connection with the ownership, operation and/or management of the Business and (iii) Seller’s documents and records related to Seller’s actions and communications regarding the protection and enforcement of such Intellectual Property (the “Acquired Intellectual Property”); provided, that for the avoidance of doubt, the Acquired Intellectual Property includes all Intellectual Property set forth on Schedule 12.1(a); (g) [Reserved]; (h) all right, title and interest in and to all licensesinventory, Permits (as defined in Section 3.16)parts, variances, franchises, certifications, approvals supplies and other governmental authorizations relating primarily finished goods related to the PublicationsProducts or within the scope of the operations of the Business, together with any renewalsincluding, extensions without limitation, those located on the Owned Real Property and the Leased Real Property or modifications thereof and additions thereto; (fto the extent within the scope of the operations of the Business) All publishable materials in the possession of any nature primarily used by the Publicationsthird-party bailees (collectively, the names used by each Publication including but not limited to those set forth on Schedule 1.1(f), all copyrights, patents, trademarks, service marks, logotypes and trade names (including registrations and applications for registration of any of the foregoing), domain names (including HTML design and data related to said domain names), processes, inventions, computer software, computer programs and software and program rights, trade secrets, goodwill and other intangible rights and interests issued to or owned by Sellers and used primarily in connection with the operation, publication and distribution of the Publications or primarily in connection with the ownership of any of the Acquired Assets (collectively referred to herein as the “RightsInventory”), it being understood that computers and servers located at Sellers’ home office in Augustaincluding, Georgiawithout limitation, and software developed by Sellers for use beyond the Publications are not used primarily by the Publications and are not “Rights”; (g) All of Sellers’ accounts or other receivables, claims, evidences of debt owed to Sellers, utility deposits and other deposits and prepaid expenses arising out of Sellers’ operation of the Publications, together with all records relating thereto; (h) All of the Publications’ files and other records, in whatever form is reasonably practicable, relating to the operation of the Publications, including without limitation all of the historical materials relating to the Publications’ advertising, circulation and distribution, all circulation, subscriber, delivery and mailing lists and carrier routes maintained by Sellers, all data related to such lists, all circulation readership studies, audience surveys and research owned by Sellers, and all other mailing lists, together with all records, reports and disks of computer data owned by Sellers, rate cards, verification cards, advertising insertion orders, specimen copies of all advertisements carried in the Publications, and copies of current price lists, discount lists, catalogs, public relations materials, sales correspondence, call reports, call books, advertiser lists and sales promotion lists, in each case to the extent they relate primarily to the PublicationsInventory listed on Schedule 1.1(h); (i) All claims, causes of action, rights of recovery and rights of set-off of any kind (including, without limitation, rights under and pursuant to all warranties, representations and guarantees made Claims held by suppliers, distributors or vendors of products, materials or equipments, or components thereof) to the extent they Seller that relate to the Publications, which are owned by Sellers and relate to the period of time following the ClosingAcquired Assets; (j) All copies of Sellers’ libraries (i) all preventative maintenance schedules and maintenance documents and records, (ii) all documents related to litigation involving the Products or the Business during the last ten (10) years (including any documents which may otherwise be subject to the attorney-client, attorney work product or any other privilege), (iii) the Historic Firearms Books and Records of back Seller, and current issues (iv) all documents, records and correspondence related to protection and enforcement of the Publications, in whatever medium;Acquired Intellectual Property; and (k) All rights to or claims for refunds, overpayments or rebates of Sellers’ goodwill all Taxes related to the Business or Acquired Assets other than refunds described in and going concern value of the PublicationsSection 1.2(g); (l) Any prepaid Taxes of Sellers which are included as Acquired Assets on all other tangible or intangible assets owned, controlled or used by Seller and necessary for the Closing Date Balance Sheet (as defined in Section 1.6(c)); (m) All of Sellers’ rightownership, title and interest in and to any non-solicitation, non-competition and non-disclosure agreements to the extent benefiting the Publications; (n) The bank accounts and the cash contained therein as operation and/or management by Buyer of the Closing Date used as operating accounts for the Publications, a list of which shall be provided by Sellers to Buyer prior to Closing and the balances of which shall be included on the Closing Date Balance Sheet; and (o) Without duplication, all assets relating primarily to the operations of the Publications reflected in the Closing Date Balance SheetBusiness.

Transfer of Acquired Assets. Upon the terms and subject to the conditions of this Agreement, on the Closing Date (as defined in Section 2.1 hereof) Sellers will sell, assign, convey or cause to be conveyed, transfer and deliver to Buyer, and Buyer will purchase and accept from Sellers, all of the assets and properties of Sellers, tangible or intangible, of every kind and description, used by Sellers that relate primarily to the business and operation of the Publications as a going concern (all such assets being referred to herein as the “Sellers’ Assets”), but excluding the Excluded Assets described in Section 1.2 below. In addition, upon the terms and subject to the conditions of this Agreement, on the Closing Date, Sellers will sell, assign, convey or cause to be conveyed, transferred and delivered to Buyer, and Buyer will purchase and accept from Sellers, the Publications’ “Mastheads” which consist of the mastheads, trademarks, trade dress, trade names, service marks, registrations, domain names, and other property rights relating thereto and all goodwill associated therewith. The Sellers’ Assets along with the Mastheads are hereinafter collectively referred to as the “Acquired Assets.” The Acquired Assets include, without limitation, the following: (a) The Owned Real Property (as defined in Section 3.10(a))Property; (b) All Real Property Leases for the Leased Real Property (as such terms are defined in Section 3.9 and Section 3.10(b) respectively); (c) All tangible personal property, editorial material, work in process, finished goods, manuscripts, notes and drafts, graphic artwork, cuts, photographs and negatives 05799 Asset Purchase AgreementMorris Publishing Group 2 owned by Sellers to the extent they relate primarily to the Publications; all promotional materials, inserts, and direct mail materials owned by Sellers to the extent they relate primarily to the Publications; all stationery, supplies, purchase orders, forms, labels, shipping materials and catalogs owned by Sellers to the extent they relate primarily to the Publications; and all lists owned by Sellers of contributors, authors, correspondents, reviewers, photographers, illustrators and editors who contribute or have contributed to the Publications; all other inventory and supplies, and other assets and equipment relating primarily to the Publications; (d) All contracts, agreements and similar documents that relate primarily to the operation of the Publications or are otherwise specifically assumed pursuant hereto, together with all subscriptions and all orders and agreements for the sale of advertising, space reservations and insertion orders relating to the Publications, including without limitation those described in Schedule 3.9, and excluding contracts related to the Employee Benefit Programs (as defined in Section 3.13(g)(i)); (e) All of Sellers’ right, title and interest in and to all licenses, Permits (as defined in Section 3.16), variances, franchises, certifications, approvals and other governmental authorizations relating primarily to the Publications, together with any renewals, extensions or modifications thereof and additions thereto; (f) All publishable materials of any nature primarily used by the Publications, the names used by each Publication and all businesses acquired hereunder including but not limited to those set forth on Schedule 1.1(f), all copyrights, patents, trademarks, service marks, logotypes and trade names (including registrations and applications for registration of any of the foregoing), domain names (including HTML design and data related to said domain names), processes, inventions, computer software, computer programs and software and program rights, trade secrets, goodwill and other intangible rights and interests issued to or owned by Sellers and used primarily in connection with the operation, publication and distribution of the Publications or primarily in connection with the ownership of any of the Acquired Assets (collectively referred to herein as the “Rights”), it being understood that computers and servers located at Sellers’ home office in Augusta, GeorgiaGeorgia (i.e. outside of the space subject to the Operating Lease for The Augusta 05799 Asset Purchase AgreementMorris Publishing Group 3 Chronicle), and software developed by Sellers for use beyond the Publications are not used primarily by the Publications and are not “Rights”; (g) All of Sellers’ accounts or other receivables, claims, evidences of debt owed to Sellers, utility deposits and other deposits and prepaid expenses arising out of Sellers’ operation of the Publications, together with all records relating thereto; (h) All of the Publications’ files and other records, in whatever form is reasonably practicable, relating to the operation of the Publications, including without limitation all of the historical materials relating to the Publications’ advertising, circulation and distribution, all circulation, subscriber, delivery and mailing lists and carrier routes maintained by Sellers, all data related to such lists, all circulation readership studies, audience surveys and research owned by Sellers, and all other mailing lists, together with all records, reports and disks of computer data owned by Sellers, rate cards, verification cards, advertising insertion orders, specimen copies of all advertisements carried in the Publications, and copies of current price lists, discount lists, catalogs, public relations materials, sales correspondence, call reports, call books, advertiser lists and sales promotion lists, in each case to the extent they relate primarily to the Publications; (i) All claims, causes of action, rights of recovery and rights of set-off of any kind (including, without limitation, rights under and pursuant to all warranties, representations and guarantees made by suppliers, distributors or vendors of products, materials or equipmentsequipment, or components thereof) to the extent they relate to the Publications, which are owned by Sellers and relate to the period of time following the Closing; (j) All of Sellers’ libraries of back and current issues of the Publications, in whatever medium; (k) All of Sellers’ goodwill in and going concern value of the Publications; (l) Any prepaid Taxes of Sellers which are included as Acquired Assets on the Closing Date Balance Sheet (as defined in Section 1.6(c)); (m) All of Sellers’ right, title and interest in and to any non-solicitation, non-competition and non-disclosure agreements to the extent benefiting the Publications; (n) The bank accounts and the cash contained therein as of the Closing Date used as operating accounts for the Publications, a list of which shall be provided by Sellers to Buyer prior to Closing and the balances of which shall be included on the Closing Date Balance Sheet; and (o) Without duplication, all assets relating primarily to the operations of the Publications reflected in the Closing Date Balance Sheet.; and (o) all assets to be transferred to Buyer’s FSA pursuant to Section 10.5(d). 05799 Asset Purchase AgreementMorris Publishing Group 4