Common use of Description of Assets Clause in Contracts

Description of Assets. The "Assets" are all of the assets of Seller which comprise the Systems existing as of the date of this Agreement or acquired by Seller prior to Closing in the ordinary course of business (including without limitation all of the Right of Entry Agreements specified on Schedule 4.7). Specifically, the Assets consist of (i) the assets of Seller used to operate the Systems including its telephone switching and voice mail equipment, cable television equipment, all cable (including without limitation aerial cable and underground cable, conduit, and all spare parts and other items used in the maintenance, repair and testing of the Systems), all as specifically listed on Schedule 1.2 ("Equipment"); (ii) good and marketable right, title and interest in and to the Right of Entry Agreements and the Other Contracts listed on Schedule 4.7; (iii) business records pertaining to the subscribers of each System ("Customers"); and (iv) all leases, easements and licenses in the states in which Systems are located, to use real property and leases of personal property disclosed on Schedule 4.7 and the following other contractual arrangements: Circuit and Service Agreements with ILECs/CLECs, Long Distance Agreements with IXCs, E911 Services, all oral and written contracts included in the Assets, including all Customer contracts, programming agreements, franchise agreements, construction contracts, right-of-use agreements, pole attachments and conduit rights, Retransmission Consents with television broadcast stations, Operator Services Agreements, Internet Service Agreements (Reflex, Darwin, etc.), Security / Alarm Services Agreements (for equipment rooms, etc.), Utilities agreements (for equipment rooms, etc.) (all such leases, easements, licenses and other contractual arrangements being hereinafter collectively referred to as the "Other Contracts"). The Assets exclude all other items, including without limitation, any goodwill, intellectual property or software. The Assets will include the Other Contracts only to the extent Purchaser elects to take assignment (and Seller has the right to sell or assign) one or more of the Other Contracts by so notifying Seller prior to the end of the Inspection Period ("Selected Other Contracts"). Seller and Purchaser acknowledge and agree that Seller has not yet identified all of the Other Contracts to Purchaser. Within fifteen (15) days of the date of this Agreement Seller will furnish Purchaser with a complete written list of the Other Contracts and all such Other Contracts shall automatically become part of the Other Contracts under this Agreement and shall automatically be added to Schedule 4.7 hereof.

Description of Assets. The "Assets" are all of the assets of Seller which comprise the Systems existing Effective as of 12:01 a.m. eastern standard time on January 1, 2004 (the date of this Agreement or acquired by Seller prior to Closing in the ordinary course of business (including without limitation all of the Right of Entry Agreements specified on Schedule 4.7). Specifically, the Assets consist of (i) the assets of Seller used to operate the Systems including its telephone switching and voice mail equipment, cable television equipment, all cable (including without limitation aerial cable and underground cable, conduit, and all spare parts and other items used in the maintenance, repair and testing of the Systems“Effective Time”), TAC hereby contributes to the capital of Contour all as specifically listed on Schedule 1.2 ("Equipment"); (ii) good and marketable right, title and interest of TAC in, to and under the assets owned or held under lease by TAC relating to the Business, including all assets associated with the Business reflected in the balance sheet of the Contour Division as of November 30, 2003 (the “Balance Sheet”) prepared in the ordinary course consistent with past practice (the “Assets”), and Contour hereby acquires from TAC, all such right, title and interest of TAC in, to and under the Assets, including without limitation the following: (a) all of TAC’s accounts receivable relating to the Business (the “Receivables”), including without limitation the Receivables set forth on Schedule 1(a); (b) all of TAC’s inventories of raw materials, work in process, finished goods, supplies and other personal property held for sale, lease or consumption relating to the Business (the “Inventory”), including without limitation the Inventory described on Schedule 1(b); (c) all of TAC’s rights to prepaid license fees, option fees and other deposits and prepaid expenses and taxes relating to the Business (the “Prepaid Expenses”) including without limitation the Prepaid Expenses described on Schedule 1(c); (d) all of TAC’s furniture, furnishings, equipment, parts, machinery, transportation equipment, other vehicles, computer equipment, and other tangible personal property (other than Inventory, as defined above) relating to the Business (the “Equipment”), including without limitation the Equipment described on Schedule 1(d), and any additions or accessions thereto or substitutions therefor or proceeds thereof; (e) all agreements, contracts, leases (other than leases described in Section 1(h)), rental agreements, loan agreements, credit agreements, notes, guarantees, mortgages, deeds of trust, third-party licenses, options, rights to use or installment and conditional sale agreements, consensual obligations, promises or undertakings (whether written or oral and whether express or implied) relating to the Business (the “Contracts”), including without limitation Contracts relating to suppliers, sales representatives, distributors, purchase orders, marketing arrangements, manufacturing arrangements and options to acquire land, and including without limitation those described on Schedule 1(e), which Contracts shall be deemed assigned to Contour; (f) all rights of TAC in and to the Right of Entry Agreements trademarks, service marks, copyrights, patents and registrations thereof or applications therefor, and trade secrets, secret processes (whether or not patentable), customer lists, software, inventions (whether or not patentable), formulae and other intellectual property (collectively “IP”) used solely in the Other Contracts listed Business and set forth on Schedule 4.7; 1(f); (iiig) business records pertaining all of TAC’s federal, state and local governmental permits, licenses, and approvals required solely for, or held solely with respect to, the conduct of the Business (the “Licenses”) including without limitation the Licenses described on Schedule 1(g); (h) all leasehold interests in parcels and tracts of land relating to the subscribers Business (the “Leases”) and all interests of each System ("Customers"); TAC in any buildings, structures, fixtures and (iv) improvements thereon and all leasesprivileges, rights, easements and licenses in the states appurtenances related thereto in which Systems are located, to use real property and leases of personal property disclosed on Schedule 4.7 and the following other contractual arrangements: Circuit and Service Agreements with ILECs/CLECs, Long Distance Agreements with IXCs, E911 Services, all oral and written contracts included in the Assets, including all Customer contracts, programming agreements, franchise agreements, construction contracts, right-of-use agreements, pole attachments and conduit rights, Retransmission Consents with television broadcast stations, Operator Services Agreements, Internet Service Agreements (Reflex, Darwin, etc.), Security / Alarm Services Agreements (for equipment rooms, etc.), Utilities agreements (for equipment rooms, etc.) (all such leases, easements, licenses and other contractual arrangements being hereinafter collectively referred to as the "Other Contracts"). The Assets exclude all other itemsTAC has an interest, including without limitationlimitation those Leases described on Schedule 1(h), any goodwill, intellectual property or software. The Assets will include which Leases shall be deemed assigned to Contour; and (i) all goodwill and other identified intangible assets as reflected on the Other Contracts only to the extent Purchaser elects to take assignment (and Seller has the right to sell or assign) one or more of the Other Contracts by so notifying Seller prior to the end of the Inspection Period ("Selected Other Contracts"). Seller and Purchaser acknowledge and agree that Seller has not yet identified all of the Other Contracts to Purchaser. Within fifteen (15) days of the date of this Agreement Seller will furnish Purchaser with a complete written list of the Other Contracts and all such Other Contracts shall automatically become part of the Other Contracts under this Agreement and shall automatically be added to Schedule 4.7 hereofBalance Sheet.