Transfer of Property and Assets. (a) Except as provided in Section 2.1(b), Section 2.1(c), Section 2.2 and Section 2.3(b), at the Closing Seller shall grant, sell, transfer, assign and deliver to XL Operations, and XL Operations shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to the assets and properties (the “XL Operations Transferred Assets”) of Seller of every kind, type or designation that are used or held for use primarily in connection with the Business, whether tangible or intangible, real, personal or mixed, wherever located, free and clear of all Liens, except Permitted Liens, including, without limitation:
(i) all packaging materials (except packaging materials bearing any Swift designation, trademark or other proprietary labeling), supplies and inventories other than the Seller Retained Inventory (the “Inventory”) located on the Owned Real Property;
(ii) all rights under (A) all contracts, leases, agreements, licenses, sales and purchase orders, binding arrangements and commitments to which Seller is a party or to which Seller or any of the Transferred Assets is subject and which relate primarily to the operation of the Business, except to the extent any of the foregoing relate to the Excluded Assets or the Retained Liabilities (collectively, the “Contracts”) and (B) all contracts relating primarily to the Business that are entered into or assumed by Seller between the date of this Agreement and 6:00 p.m., Mountain Daylight Time, on the Closing Date (the “Effective Time”) in accordance with the terms of Section 6.1(c) of this Agreement (collectively, the “Assumed Contracts”);
(iii) all data, books and records of the Business, including client and customer lists, production reports, service and warranty records, engineering and construction drawings, equipment logs, operating guides and manuals, financial and accounting records, studies and reports, correspondence and similar documents, wherever located, relating primarily to the Business, except to the extent any of the foregoing relate solely and exclusively to the Excluded Assets or the Retained Liabilities;
(iv) to the extent transfer is permitted under applicable Laws, all consents, licenses, registrations or permits granted by or under the authority of any Governmental Entity and necessary for the lawful ownership of the Transferred Assets or other lawful conduct of the Business (the “Permits”);
(v) all goodwill of the Business, including going concern value, goodwill and th...
Transfer of Property and Assets. (a) At the Closing, effective as of the close of business on the Closing Date, Seller shall sell, transfer, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s and its Affiliates’ right, title and interest in and to the following assets used or held for use in the Business, as they exist on the Closing Date, but excluding the Excluded Assets (collectively, together with the Trademarks, the “Transferred Assets”):
(i) the leases of real property in Northfield, Illinois, Lenexa, Kansas and Clayton, Missouri (the “Real Property Leases”) set forth in Schedule 1.01(a)(i) hereto, together with any leasehold improvements thereon and all other appurtenances thereto (the “Transferred Real Property”);
(ii) (A) all furniture, computer equipment, facsimile machines, copying machines, communications equipment and other office equipment and furnishings and vehicles located at the Northfield, Illinois or Lenexa, Kansas offices of Seller and (B) all computer equipment, facsimile machines, copying machines, communications equipment and vehicles located at the Montvale, New Jersey office of Seller and set forth on Schedule 1.01(a)(ii) hereto, all other office equipment, furniture and furnishings (excluding any computer equipment, facsimile machines, copying machines and communications equipment, but not excluding telephone handsets) located at the Montvale, New Jersey office of Seller that are used or held for use primarily in the conduct of the Business or located on the second floor of such office and not being used or required to be used by any employee of Seller (collectively, the “Equipment”);
(iii) without limiting the generality of clause (vi) below, the software and computer programs and data set forth on Schedule 1.01(a)(iii) hereto;
(iv) all inventory and supplies, including paper, editorial material (archived or otherwise), photographs, film, printing negatives, artwork, illustrations, printing plates, promotional materials, packaging materials, sales solicitation materials, direct mail materials, labels, stationery and other production materials, wherever located, in each case used or held for use primarily in the conduct of the Business (the “Inventory”);
(v) subject to Section 1.03, all rights under contracts, agreements, commitments, binding arrangements, leases of personal property, licenses, purchase orders, printing agreements, advertising agreements, confidentiality agreements, consulting agreements, contr...
Transfer of Property and Assets. On the Effective Date, or as soon as practical 45 thereafter, the City shall transfer to the Authority the following property, assets and records on 46 an “as is, where is” condition:
