Common use of Assets to be Conveyed Clause in Contracts

Assets to be Conveyed. Subject to and in reliance upon the representations, warranties, covenants, conditions and agreements herein contained, and except as specifically excluded in Section 1.2 hereof, at the Closing (as defined in Section 3.1 below), Seller shall convey, sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the Assets, including without limitation the following assets and properties as they exist on the Closing Date (collectively, the “Purchased Assets”): (a) the tangible personal property of Seller used in connection with the Assets, including but not limited to software and other tangible personal property used or useful in or for the Assets, including the assets identified on Schedule 1.1(a), together with all third party warranties (express or implied), operating manuals and all tangible and intangible property related to the foregoing “Tangible Personal Property”); (b) all rights of Seller under all agreements, contracts, sales and purchase orders and other instruments used in connection with the Assets, whether written or oral, in effect on the Closing Date, including but not limited to, supplier and vendor agreements, other agreements, which are listed on Schedule 4.14 (collectively, the “Contracts”); (c) all of Seller’s: patents, patent applications or rights, trademarks, trade names and service marks and registrations thereof and applications therefor, copyrights, registered copyrights and applications for copyright registration, domain names, marketing data, computer software, licenses, databases, products, data and documentation, know how and other proprietary rights used in or for the Assets and any tangible media, including source codes, relating to the foregoing (the “Proprietary Rights”), including but not limited to the Proprietary Rights listed on Schedule 4.12 and including all causes of action, demands, judgments and claims of any nature relating to the Proprietary Rights; and (d) All Governmental Approvals (and pending applications therefor), including the Governmental Approvals listed on Schedule 1.1(d) (to the extent the same are transferable).

Assets to be Conveyed. Subject to and in reliance upon the representations, warranties, covenants, conditions and agreements herein contained, and except as specifically excluded in Section 1.2 hereof, at the Closing (as defined in Section 3.1 below), Seller shall convey, sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the AssetsAssets specified in schedule 1.1, including without limitation the following assets and properties as they exist on the Closing Date (collectively, the “Purchased Assets”): (a) the tangible personal property of Seller used in connection with the Assets, including but not limited to software software, hardware, personal computers, machinery, equipment, tools, furniture, furnishings, fixtures, goods, and other tangible personal property used or useful in or for the Assets, including the assets identified on Schedule 1.1(a), together with all third party warranties (express or implied), operating manuals and all tangible and intangible property related to the foregoing “Tangible Personal Property”); (b) all rights of Seller under all agreements, contracts, sales and purchase orders and other instruments used in connection with the Assets, whether written or oral, in effect on the Closing Date, including but not limited to, supplier and vendor agreements, other agreementsrestrictive covenants and the Material Commitments, which are listed on Schedule 4.14 4.6 (collectively, the “Contracts”); (c) all of Seller’s: patents, patent applications or rights, trademarks, trade names and service marks and registrations thereof and applications therefor, copyrights, registered copyrights and applications for copyright registration, domain names, marketing data, computer software, licenses, databases, products, data and documentation, know how documentation and other proprietary rights used in or for the Assets and any tangible media, including source codes, media relating to the foregoing compiled on schedule 1.1 (c) (the “Proprietary Rights”), including but not limited to the Proprietary Rights listed on Schedule 4.12 4.17 and including all causes of action, demands, judgments and claims of any nature relating to the Proprietary Rights; and; (d) All Governmental Approvals (and pending applications therefor), including the Governmental Approvals listed on Schedule 1.1(d) (to the extent the same are transferable).;

Assets to be Conveyed. Subject to and in reliance upon the representations, warranties, covenants, conditions warranties and agreements herein set forth, and subject to the terms and conditions herein contained, and except as specifically excluded in Section 1.2 hereof, at the Closing (as defined in Section 3.1 below), Seller shall hereby agrees to convey, sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Sellerhereby agrees to purchase, as of the Effective Date (as defined in Section 3.1 below), all of Seller’s right, title and interest in and to all of the Assetsassets and properties of the Business and Seller, other than the Excluded Assets (as defined in Section 1.2 below), including without limitation the following assets and properties as they exist on the Closing Date (collectively, the “Purchased Assets”): (ai) the tangible personal property of Seller used or useful and necessary in connection with the Assetsoperation of the Business, including but not limited to software hardware, personal computers, machinery, equipment, vehicles, tools, furniture, furnishings, fixtures, catalogs, goods, and other tangible personal property used or useful in or for property, together with the Assets, including the assets motor vehicle identified on Schedule 1.1(a1.1(i), together with all third party warranties (express or implied), operating manuals and all tangible and intangible property related to the foregoing (“Tangible Personal Property”); (bii) all rights of Seller under all those agreements, contracts, sales and purchase orders and other instruments used in connection with relating to the AssetsBusiness, whether written or oral, in effect on the Closing Date, including but not limited towithout limitation, supplier and vendor agreements, other agreements, which are those listed on Schedule 4.14 1.1(ii) and all rights under all sales and purchase orders relating to the Business, whether written or oral, in effect on the Closing Date (collectively, the “Assumed Contracts”); (ciii) all rights under those leases of Seller’s: patentspersonal property relating to the Business in effect on the Closing Date listed on Schedule 1.1(iii) (collectively, the “Assumed Leases”); (iv) all patents and patent applications or rightsapplications, trademarks, websites, domain names, trade names and service marks and registrations thereof and applications therefor, copyrights, registered copyrights and applications for copyright registration, domain namesknow-how, trade secrets, inventions, designs, formulae, proprietary ideas or concepts, marketing data, computer software, licenses, databases, products, data and documentation, know how documentation and other proprietary rights used in or for the Assets and any tangible media, including source codes, media relating to the foregoing (the “Proprietary RightsIntellectual Property”), including but not limited to all rights associated with the Proprietary Rights names “Real Time Systems” and the License Agreements (as defined in Section 4.10) and other Intellectual Property listed on Schedule 4.12 and including 4.10, together with all causes of action, demands, judgments and claims of any nature relating to the Proprietary Rights; andIntellectual Property. (dv) All Governmental Approvals (and pending applications therefor)all licenses, including franchises, permits or other governmental authorizations affecting, or relating in any way to, the Governmental Approvals listed on Schedule 1.1(d) Business (to the extent the same are transferable); (vi) all accounts receivable, other than the Excluded A/R as set forth in Section 1.2(v) below, notes receivable and trade receivables, billed and unbilled, of the Seller, including, without limitation, those listed on Schedule 4.9, and all related rights as of the Closing Date; (vii) all inventory, including goods in transit, raw materials, work-in-process, finished goods, active job orders, and office and other supplies of Seller (the “Inventory”) as of the Closing Date; (viii) all bank accounts, cash and cash equivalents on hand or in bank deposits and all certificates of deposit as of the Closing, subject to the provisions of Section 6.9(ix); (ix) all prepaid expenses of Seller, except to the extent an Excluded Asset (as defined in Section 1.2 below); (x) all rights under the Real Property Agreements (as defined in Section 4.13 below) described on Schedule 4.13, together with any options to purchase the underlying property and leasehold improvements thereon, and in each case all other rights, subleases, licenses, permits, deposits and profits appurtenant to or related to such Real Property Agreements; (xi) all security deposits deposited by or on behalf of Seller as lessee or sublessee under the Real Property Agreements and any other security deposits under the Assumed Contracts or Assumed Leases and any other security deposits of customers of Seller; (xii) Seller’s current and prospective customer list and all customer and prospect data; (xiii) all books, records, files and papers pertaining to the Purchased Assets and the Assumed Obligations (as defined in Section 1.4 below), whether in hard copy or computer format, including, without limitation, financial records and information, personnel files, sales and promotional literature, catalogs, photography, brochures, manuals and data, lists of present, former and prospective customers and all other marketing materials and correspondence; (xiv) except as otherwise specifically provided herein, all other assets (other than Excluded Assets), properties, claims, credits, rights, choses in action, rights of set-off and interests of Seller relating to the Purchased Assets or the Business of every kind, nature and description whether or not disclosed herein and whether tangible or intangible, personal or mixed; and (xv) all goodwill associated with the Business or the Purchased Assets.

Assets to be Conveyed. Subject to and in reliance upon the representations, warranties, covenants, conditions and agreements herein contained, and except as specifically excluded in Section 1.2 hereof, at the Closing (as defined in Section 3.1 below), Seller shall convey, sell, assign, transfer and deliver to Buyer, and Buyer shall purchase from Seller, all of Seller’s right, title and interest in and to the AssetsAssets specified in schedule 1.1, including without limitation the following assets and properties as they exist on the Closing Date (collectively, the “Purchased Assets”): ): (a) the tangible personal property of Seller used in connection with the Assets, including but not limited to software software, hardware, personal computers, machinery, equipment, tools, furniture, furnishings, fixtures, goods, and other tangible personal property used or useful in or for the Assets, including the assets identified on Schedule 1.1(a), together with all third party warranties (express or implied), operating manuals and all tangible and intangible property related to the foregoing “Tangible Personal Property”); ; (b) all rights of Seller under all agreements, contracts, sales and purchase orders and other instruments used in connection with the Assets, whether written or oral, in effect on the Closing Date, including but not limited to, supplier and vendor agreements, other agreementsrestrictive covenants and the Material Commitments, which are listed on Schedule 4.14 4.6 (collectively, the “Contracts”); ; (c) all of Seller’s: patents, patent applications or rights, trademarks, trade names and service marks and registrations thereof and applications therefor, copyrights, registered copyrights and applications for copyright registration, domain names, marketing data, computer software, licenses, databases, products, data and documentation, know how documentation and other proprietary rights used in or for the Assets and any tangible media, including source codes, media relating to the foregoing compiled on schedule 1.1 (c) (the “Proprietary Rights”), including but not limited to the Proprietary Rights listed on Schedule 4.12 4.17 and including all causes of action, demands, judgments and claims of any nature relating to the Proprietary Rights; and (d) All Governmental Approvals (and pending applications therefor), including the Governmental Approvals listed on Schedule 1.1(d) (to the extent the same are transferable).;