Common use of Description of Assets Clause in Contracts

Description of Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as a going concern at closing, the undertaking and all the property and assets of the Vendor's Business of every kind and description wherever situate (except as provided in section 1.2), including, without limiting the foregoing: (a) the leases, leasehold property, interests in the leasehold property and the improvements, appurtenances and fixtures on the leasehold property (the "Leasehold Property") described in the Schedule of Leasehold Property; (b) the machinery and equipment, (the "Machinery and Equipment") described in the Schedule of Machinery and Equipment; (c) all inventories (the "Inventories"); (d) the accounts receivable and other debts owing to the Vendor in connection with the Vendor's Business, and the full benefit of all securities for cash accounts, notes or debts (the "Receivables"); (e) the benefit of all unfilled orders received by the Vendor in connection with the Vendor's Business, and all other contracts, engagements or commitments, whether written or oral, to which the Vendor is entitled in connection with the Vendor's Business, and in particular all right, title and interest of the Vendor in, to and under the material agreements and contracts (the "Material Contracts") described in the Schedule of Material Contracts; (f) all right and interest of the Vendor to all registered and unregistered trademarks, trade or brand names, copyrights, designs, restrictive covenants and other industrial or intellectual property used in connection with the Vendor's Business (the "Intangible Property"), including, without limitation, the intangible property described in the Schedule of Intangible Property; (g) the prepaid expenses (the "Prepaids"); and (h) the goodwill of the Vendor's Business and the right of the Purchaser to represent itself as carrying on the Vendor's Business in continuation of and in succession to the Vendor and the right to use the name "Inform Online Inc." or any variation thereof as part of or in connection with the Vendor's Business (the "Goodwill"); all of which are collectively called the "Assets".

Description of Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as a going concern at closing, the undertaking and all the property and assets of the Vendor's ’s Business of every kind and description wherever situate (except as provided in section 1.2), including, without limiting the foregoing: (a) the leases, leasehold property, interests in the leasehold property and the improvements, appurtenances and fixtures on the leasehold property (the "“Leasehold Property") described in the Schedule of Leasehold Property”); (b) the machinery and equipment, equipment (the "“Machinery and Equipment"”) described in the Schedule of Machinery and Equipment.; (c) all inventories (the "Inventories"); (d) the accounts receivable and other debts owing to the Vendor in connection with the Vendor's Business, and the full benefit of all securities for cash accounts, notes or debts (the "Receivables"); (e) the benefit of all unfilled orders received by the Vendor in connection with the Vendor's ’s Business, and all other contracts, engagements or commitments, whether written or oral, to which the Vendor is entitled in connection with the Vendor's Business’s Business (the “Material Contracts”), and in particular all right, title and interest of the Vendor in, to and under the material agreements and contracts (the "Material Contracts") described in the Schedule of Material Contractscontracts; (fd) all right and interest of the Vendor to all registered and unregistered trademarks, trade or brand names, copyrights, designs, restrictive covenants and other industrial or intellectual property used in connection with the Vendor's ’s Business (the "“Intangible Property"”), including, without limitation, the intangible property described in the Schedule of Intangible Propertyproperty; (ge) the prepaid expenses (the "“Prepaids"”); and (hf) the goodwill of the Vendor's ’s Business and the right of the Purchaser to represent itself as carrying on the Vendor's ’s Business in continuation of and in succession to the Vendor and the right to use the name "Inform Online Inc." “Stream Horizon Media” or any variation thereof as part of or in connection with the Vendor's ’s Business (the "“Goodwill"”); all of which are collectively called the "“Assets"”.

Description of Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as a going concern at closing, the undertaking and all the property and assets of the Vendor's Business of every kind and description wherever situate (except as provided in section 1.2), including, without limiting the foregoing: (a) the leases, fee simple lands ("the Lands") described in the Schedule of Lands; (b) the buildings and improvements (the "Buildings and Improvements") described in the Schedule of Buildings; (c) the leasehold property, interests in the leasehold property and the improvements, appurtenances and fixtures on the leasehold property (the "Leasehold Property") described in the Schedule of Leasehold Property; (bd) the machinery and machinery, equipment, trucks, cars and other vehicles (the "Machinery Machinery, Equipment and EquipmentVehicles") described in the Schedule of Machinery Machinery, Equipment and EquipmentVehicles; (ce) all inventories (the "Inventories"); (df) the accounts receivable, trade accounts noted receivable and other debts owing to the Vendor in connection with the Vendor's Business, and the full benefit of all securities for cash accounts, notes or debts (the "Receivables"); (eg) the benefit of all unfilled orders received by the Vendor in connection with the Vendor's Business, and all other contracts, engagements or commitments, whether written or oral, to which the Vendor is entitled in connection with the Vendor's Business, and in particular all right, title and interest of the Vendor in, to and under the material agreements and contracts (the "Material Contracts") described in the Schedule of Material Contracts; (fh) all right and interest of the Vendor to all registered and unregistered trademarks, trade or brand names, copyrights, designs, restrictive covenants and other industrial or intellectual property used in connection with the Vendor's Business (the "Intangible Property"), including, without limitation, including the intangible property Intangible Property described in the Schedule of Intangible Property; (gi) the prepaid expenses (the "PrepaidsPrepaid Expenses"); and; (hj) the goodwill of the Vendor's Business and the right of the Purchaser to represent itself as carrying on the Vendor's Business in continuation of and in succession to the Vendor and the right to use the name "Inform Online Inc." or any variation thereof as part of or in connection with the Vendor's Business (the "Goodwill"); all of which are collectively called the "Assets".

Description of Assets. Upon the terms and subject to the conditions of this Agreement, the Vendor agrees to sell, assign and transfer to the Purchaser, and the Purchaser agrees to purchase from the Vendor, as a going concern at closing, Vendor 100 common shares of the undertaking Company which constitutes 100% of the issued and outstanding shares of the Company. The purchase by the Purchaser includes all the property and assets of the VendorCompany's Business business of every kind and description wherever situate (except as provided in section 1.2), including, without limiting including the foregoingfollowing: (a) all right and interest of the leasesVendor to all patents and patent applications, leasehold propertyregistered and unregistered trademarks, interests trade or brand names, copyrights, designs, restrictive covenants and other industrial or intellectual property used in connection with the leasehold property and the improvements, appurtenances and fixtures on the leasehold property Company (the "Leasehold Intangible Property") ), including the Intangible Property described in the Schedule of Leasehold Intangible Property; (b) the machinery and equipment, (the "Machinery and Equipment") described in the Schedule of Machinery and Equipment; (c) all inventories (the "Inventories")) of the Company; (dc) the accounts receivable, trade accounts noted receivable and other debts owing to the Vendor in connection with the Vendor's BusinessCompany, and the full benefit of all securities for cash accounts, notes or debts (the "Receivables"); (ed) the benefit of all unfilled orders received by the Vendor Company or in connection with the Vendor's BusinessCompany, and all other contracts, engagements or commitments, whether written or oral, to which the Vendor is entitled in connection with the Vendor's BusinessCompany, and in particular all right, title and interest of the Vendor in, to and under the material agreements and contracts (the "Material Contracts") described in the Schedule of Material Contracts; (f) all right and interest of the Vendor to all registered and unregistered trademarks, trade or brand names, copyrights, designs, restrictive covenants and other industrial or intellectual property used in connection with the Vendor's Business (the "Intangible Property"), including, without limitation, the intangible property described in the Schedule of Intangible Property; (ge) the prepaid expenses (the "PrepaidsPrepaid Expenses")) of the Company; and, (hf) the goodwill of the Vendor's Business Company and the right of the Purchaser to represent itself as carrying on the VendorCompany's Business business in continuation of and in succession to the Vendor and the right to use the name "Inform Online SagaX Inc." or any variation thereof as part of or in connection with the VendorCompany's Business business (the "Goodwill"); , all of which are collectively called the "Assets".