Common use of Asset Purchase Clause in Contracts

Asset Purchase. On the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated herein (the "Closing"), TransWestern agrees to purchase from Seller, and Seller agrees to (and Shareholder agrees to cause Seller to) sell, transfer, convey and deliver to TransWestern, free and clear of any Security Interest, all of Seller's right, title and interest in and to the following assets (collectively, the "Purchased Assets"): (i) customer files and records and data (whether in hard copy or in computer file format) contained therein (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) all Customer Contracts and the Purchased Receivables with respect to all Future Editions and all Prior Editions; (iii) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, reme dies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller or Shareholder in connection with the ownership, operation or publication of any Directories; (iv) all Advance Payments associated with any Customer Contracts and all accounts, notes and other receivables arising in connection with any edition of the Directories; (v) all Pre-Paid Direct Costs; (vi) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule"; (vii) the leases set forth on the attached "Assumed Leases Schedule"; (viii) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (ix) all franchises, approvals, permits, licenses, orders, registrations, certif icates, variances and similar rights obtained from governments and governmental agencies associated with, relating to or arising out of or as a result of the ownership or operation of the Directories; (x) rights to receive mail, telephone calls and other communications addressed to or directed at Seller or Shareholder (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others) and payments relating to the Purchased Assets; (xi) ad-copy, drawings, specifications, advertising and promotional materials, studies, reports and other printed or written materials relating to, associated with or used by Seller or Shareholder in connection with the ownership or publication of any Directories; and (xii) all other assets, rights, properties and interests of every kind and nature, whether tangible or intangible, and wherever located and possessed and owned by Seller or Shareholder as of the Closing Date to the extent such assets relate to the ownership of any Directories as now and as proposed to be owned and operated or the advertising, publication or printing of any Future Editions in a manner consistent with Seller's and TransWestern's current practice and the intent of the Parties as expressed in this Agreement; provided for further clarity that, the Purchased Assets shall not include Seller's fixed assets or office equipment (including any office supplies, furniture or computer and computer peripheral hardware)(collectively, the "Excluded Assets").

Asset Purchase. On the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated herein (the "Closing"), TransWestern agrees to purchase from Seller, and Seller agrees to (and Shareholder agrees Shareholders agree to cause Seller to) sell, transfertrans-fer, convey and deliver to TransWestern, free and clear of any Security Interest, Interest (other than Permitted Security Interests) all of Seller's right, title and interest in and to all of the following assets assets, rights, properties and interests of every kind and nature, whether tangible or intangible, and wherever located, which are owned or used by Seller in the operation of the Business (collectively, the "Purchased Assets"):), other than those assets identified on the attached "Excluded Assets Schedule", including, without limitation, all of Seller's right, title and interest in the following assets: (i) customer files and records and data (whether in hard copy or in computer file format) contained therein Records (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) all Customer Contracts and the Purchased Receivables with respect to all Future Editions and all Prior Editions; (iii) Intellectual Property, goodwill associated associ-ated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, reme reme-dies against infringements infringe-ments thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller or Shareholder in connection with the ownership, operation or publication of any Directories; (iv) all Advance Payments associated made in connection with any Customer Contracts and the Future Editions (other than the Transition Directories); (v) all accounts, notes and other receivables arising in connection with any edition Future Editions of the Directories; (vvi) all Pre-Paid Direct Costs; (vivii) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule"; (vii) the leases set forth on the attached "Assumed Leases Schedule"; (viii) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (ix) all franchises, approvals, permits, licenseslicens-es, orders, registrations, certif icatescertif-i--▇▇▇▇▇, variances and similar rights obtained from governments and governmental govern-mental agencies associated with, relating to or arising out of or as a result of the ownership or operation of the Directories; (x) rights to receive mail, telephone calls and other communications addressed to or directed at Seller or Shareholder (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others) ), but subject to Seller being able to fulfill its obligations under Section 4.4 after the Closing, and payments relating to the Purchased Assets; (xi) ad-copy, drawings, specifications, advertising advertis-ing and promotional materials, studies, reports and other printed or written materials materi-als relating to, associated with or used by Seller or Shareholder in connection with the ownership or publication of any Directories; and (xii) all other assets, rights, properties and interests of every kind and nature, whether tangible or intangible, and wherever located and possessed and owned by Seller or Shareholder as of the Closing Date to the extent such assets relate to the ownership of any Directories as now and as proposed to be owned and operated or the advertising, publication or printing of any Future Editions in a manner consistent with Seller's and TransWestern's current practice and the intent of the Parties as expressed in this Agreement; provided for further clarity that, the Purchased Assets shall not include Seller's fixed assets or office equipment (including any office supplies, furniture or computer and computer peripheral hardware)(collectively, listed on the attached "Excluded AssetsFixed Assets Schedule.").

Asset Purchase. On the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated herein (the "Closing"), TransWestern agrees to purchase from SellerSellers, and Seller Sellers agrees to (and Shareholder agrees to cause Seller to) sell, transfer, convey and deliver to TransWestern, free and clear of any Security Interest, all of Seller's Sellers' right, title and interest in and to the following assets (collectively, the "Purchased Assets"): (i) customer files and records and data (whether in hard copy or in computer file format) contained therein (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) all Customer Contracts and the Purchased Receivables with respect to all Future Editions and all Prior Editions; (iii) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, reme dies remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller or Shareholder Sellers in connection with the ownership, operation or publication of any Directories; (iv) all Advance Payments associated with any Customer Contracts and all accounts, notes and other receivables arising in connection with any edition Future Editions of the Directories; (v) all Pre-Paid Direct Costs and all Pre-Paid Deferred Costs; (vi) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule"; (vii) the leases set forth on the attached "Assumed Leases Schedule"; (viii) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (ix) all franchises, approvals, permits, licenses, orders, registrations, certif icatescertificates, variances and similar rights obtained from governments and governmental agencies associated with, relating to or arising out of or as a result of the ownership or operation of the Directories; (x) rights to receive mailmail (except mail solely involving the post-Closing Date operation of the Sellers' businesses (other than the ownership and operation of the Directories) and subject to the right of Sellers to review all mail relating to pre-Closing Date matters), telephone calls and other communications addressed to or directed at Seller or Shareholder Sellers (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others) and payments relating to the Purchased Assets; (xi) ad-copy, drawings, specifications, advertising and promotional materials, studies, reports and other printed or written materials relating to, associated with or used by Seller or Shareholder Sellers in connection with the ownership or publication of any Directories; (xii) the fixed assets set forth on the attached "Fixed Assets Schedule"; and (xiixiii) all other assets, rights, properties and interests of every kind and nature, whether tangible or intangible, and wherever located and possessed and owned by Seller Sellers or Shareholder used by Sellers or in connection with the operations of Sellers' business as of the Closing Date to the extent such assets relate to the ownership of any Directories as now and as proposed to be owned and operated or the advertising, publication or printing of any Future Editions in a manner consistent with Seller's Sellers' and TransWestern's current practice and the intent of the Parties as expressed in this Agreement; provided for further clarity that, the Purchased Assets shall not include Seller's fixed assets or office equipment (including any office supplies, furniture or computer and computer peripheral hardware)(collectively, the "Excluded Assets").

Asset Purchase. On At the Closing, subject to the terms and subject to the conditions set forth in of this Agreement, at the closing of the transactions contemplated herein (the "Closing")Seller shall sell, TransWestern agrees to purchase from Seller, and Seller agrees to (and Shareholder agrees to cause Seller to) sellassign, transfer, convey and deliver to TransWesternBuyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of any Security Interestall Liens (the “Asset Purchase”), all of Seller's right’s rights, title and interest in the Assets (as defined below). For purposes of this Agreement, the term “Assets” means: (a) All accounts receivable and to all notes receivable of the following assets Seller; (b) All inventory of the Seller; (c) All furniture, fixtures, equipment, other leasehold improvements and supplies of the Seller; (d) All other tangible personal property of the Seller (the “Tangibles”); (e) To the extent transferable under applicable law, all licenses, permits, consents, authorizations, approvals and certificates required for the operation of the Business as currently conducted (collectively, the "Purchased Assets"):“Permits”); (i) customer files The name “Digital Storage” and records and data (whether in hard copy or in computer file format) contained therein (includingall other material names, without limitationincluding Internet domain names, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) all Customer Contracts material patents, inventions, trade secrets, proprietary rights, computer software, trademarks, trade names, service marks, logos and the Purchased Receivables with respect to all Future Editions copyrights, and all Prior Editions; (iii) Intellectual Propertyapplications, goodwill associated therewithissuances, licenses and other filings therefor, registrations thereof and licenses, sublicenses granted and obtained agreements with respect thereto, including but not limited to those identified on Schedule 1.1(f); and rights thereunder(iii) all other intangible assets, reme dies against infringements thereofincluding without limitation all customer lists and files, accounting books and records, business records, operating and procedures manuals, prospect lists and databases (including without limitation names, addresses, telephone numbers and contact persons), business plans, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller or Shareholder in connection with the ownership, operation or publication of any Directories; marketing and advertising plans (iv) all Advance Payments associated with any Customer Contracts and all accounts, notes and other receivables arising in connection with any edition of the Directories; collectively (v) all Pre-Paid Direct Costs; (vi) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule"; (vii) the leases set forth on the attached "Assumed Leases Schedule"; (viii) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (ix) all franchises, approvals, permits, licenses, orders, registrations, certif icates, variances and similar rights obtained from governments and governmental agencies associated with, relating to or arising out of or as a result of the ownership or operation of the Directories; (x) rights to receive mail, telephone calls and other communications addressed to or directed at Seller or Shareholder (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contracti), suppliers, distributors, agents and others(ii) and payments relating to (iii), the Purchased Assets; (xi) ad-copy“Proprietary Rights”), drawingsowned by Seller, specifications, advertising and promotional materials, studies, reports and other printed or written materials relating to, associated with or used by Seller or Shareholder in connection with the ownership or publication of any Directories; and (xiig) all other assets, rights, properties All rights under the executory contracts and interests of every kind and nature, whether tangible or intangible, and wherever located and possessed and owned by Seller or Shareholder as of the Closing Date to the extent such assets relate to the ownership of any Directories as now and as proposed to be owned and operated or the advertising, publication or printing of any Future Editions in a manner consistent with Seller's and TransWestern's current practice and the intent of the Parties as expressed in this Agreement; provided for further clarity thatunexpired leases identified on Schedule 1.1(g) (collectively, the Purchased Assets shall not include Seller's fixed assets or office equipment (including any office supplies, furniture or computer and computer peripheral hardware)(collectively, the "Excluded Assets"“Assumed Contracts”).

Asset Purchase. On Subject to the terms and subject to the conditions set forth in this Agreement, at the closing of the transactions contemplated herein (the "Closing"), TransWestern agrees to Buyer will purchase from Seller, and Seller agrees to (and Shareholder agrees to cause Seller to) will sell, transfer, assign, convey and deliver to TransWestern, free and clear of any Security InterestBuyer on the Closing Date (as defined in Section 8.1), all of Seller's right, title and interest in and to the assets used in or relating to the Business (other than the Excluded Assets), including without limitation the following assets of Seller (collectively, the "Purchased Assets"): (ia) customer files The titles, software and records other materials, published and unpublished, identified on Schedule 1.1 (a) hereto (the "Titles") including all documents, data (whether and information used in hard copy or in computer file format) contained therein (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contractstheir publication; (iib) all Customer Contracts and the Purchased Receivables with respect to all Future Editions The author and/or reseller contracts, license agreements, assignment agreements, distribution agreements, sales agreements, put rights agreements and all Prior Editions; (iii) Intellectual Propertyother agreements related to, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, reme dies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to necessary for or used by Seller or Shareholder arising in connection with the ownershipBusiness, operation or publication of any Directories; which are all identified on Schedule 1.1(b) (iv) all Advance Payments associated with any Customer Contracts the "Contracts"), and all accountsother intangible assets, notes and other receivables arising in connection with any edition including without limitation the goodwill of the Directories; (v) all Pre-Paid Direct Costs; (vi) agreementsBusiness, contractsinformal relations with customers, purchase orderscontractors, contractual authors, resellers and suppliers and rights and other similar arrangements identified as relating to the exclusive use of the name "Other Assumed Contracts" on the attached "Contracts Schedule▇▇▇▇▇ Enterprises"; (viic) The inventory identified on Schedule 1.1(c) (the leases set forth on the attached "Assumed Leases ScheduleInventory"); (viiid) All available artwork, film, plates and all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editionsother reproductive materials (the "Artwork"); (ixe) all franchisesThe computer program source code, approvalsobject code, permitsdocumentation, licenses, orders, registrations, certif icates, variances and similar rights obtained from governments and governmental agencies associated with, technical manuals relating to or arising out of or as a result the computerized versions of the ownership or operation Titles, any and all proprietary rights and information to all of the Directoriesforegoing (the "Source Code"); (xf) rights to receive mail, telephone calls and other communications addressed to or directed at Seller or Shareholder (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others) and payments relating All copyrights to the Titles, Artwork and any other Purchased Asset; (g) All trademark, service ▇▇▇▇, trade name and all other intellectual or proprietary rights, including without limitation all common law rights, to the Titles, Artwork and all other Purchased Assets; (xih) ad-copy, drawings, specifications, advertising All sales support and promotional materials, studiesadvertising materials and production, reports sales and marketing records relating to the Titles; (i) All customer lists or similar records of all sales and potential sales of the Titles (together with the right to solicit and service said customers) and files, a detailed sales history of products and quantities sold as identified on Schedule 1.1(i), all supplier lists, manuals, forms, computer programs and like data respecting the Business; (j) Author advances, if any, relative to the Titles as identified in Schedule 1.1(j); (k) All Trademarks and Licenses as defined in Section 4.6(a); (l) All Computer Software as defined in Section 4.6(b); (m) All unfilled sales orders, including back orders, for the Titles, which are identified in Schedule 1.1(m); and (n) All furniture, fixtures, equipment, machines and other printed or written materials relating to, associated with or used tangible assets which are owned by Seller or Shareholder and used in connection with the ownership or publication of any Directories; and (xii) all other assets, rights, properties and interests of every kind and nature, whether tangible or intangible, and wherever located and possessed and owned by Seller or Shareholder Business as of the Closing Date date of this Agreement, including but not limited to those set forth on Schedule 1.1(n). Coincident with the extent such assets relate to the ownership of any Directories as now above sale and as proposed to be owned transfer, and operated or the advertising, publication or printing of any Future Editions in a manner consistent with Seller's and TransWestern's current practice and the intent upon payment of the Parties purchase price at Closing as expressed in contemplated by Section 1.4 of this Agreement; provided for further clarity that, Seller shall deliver to Buyer possession of the Purchased Assets shall not include Seller's fixed assets or office equipment (including any office supplies, furniture or computer and computer peripheral hardware)(collectively, the "Excluded Assets").