Sale and Assignment of Assets and Properties. The Seller does hereby sell, assign, transfer, convey and deliver to the Purchaser and its successors and assigns, forever, all of the right, title and interest of Seller and Affiliates of the Seller in and to the Assets, including, without limitation: (a) all rights of the Seller or Affiliates of the Seller in, to and under the Transferred Contracts; (b) all right, title and interest of the Seller or Affiliates of the Seller in the Owned Real Property; (c) all rights of the Seller or Affiliates of the Seller in, to and under the Leases; (d) all rights of the Seller or Affiliates of the Seller under all other contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all commitments, bids and offers (to the extent such offers are transferable), to the extent related primarily to the Business; (e) all inventories used or held for use primarily in the Business which are owned by the Seller or Affiliates of the Seller as of the Closing Date; (f) all receivables, to the extent related primarily to the Business; (g) all right, title and interest of the Seller or Affiliates of the Seller in the personal property owned by the Seller or Affiliates of the Seller at the Closing Date used or held for use primarily in the Business, except for the Excluded Personal Property; (h) all right, title and interest of the Seller or Affiliates of the Seller in, to and under the Business Intellectual Property; (i) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations primarily used or held for use by the Seller or Affiliates of the Seller primarily in connection with, or required for, the Business, to the extent transferable; (j) all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind primarily pertaining to or arising out of the Business; (k) all books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and all computer software and programs and any rights thereto primarily associated with or employed primarily in the conduct of the Business by the Seller or Affiliates of the Seller at the Closing Date; (l) all sales and promotional literature, customer lists and other sales-related materials used or held for use primarily in the Business by the Seller or Affiliates of the Seller at the Closing Date; (m) the assets of the Plans to the extent provided in Article VI; (n) the Business as a going concern and the goodwill of the Seller and Affiliates of Seller relating to the Business; and (o) all the right, title and interest of the Seller and Affiliates of the Seller on the Closing Date in, to and under all other assets, rights and claims of every kind and nature used primarily in the operation of the Business.
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Sale and Assignment of Assets and Properties. (a) The Seller Company (and, for the purposes of clause (xiii) only, Classic) does hereby sell, assign, transfer, convey convey, grant, bargain, set over, release, deliver, vest and deliver to confirm unto the Purchaser and Purchaser, its successors and assigns, forever, all of the right, title and interest of Seller and Affiliates of the Seller in and to the Assets, including, without limitation:
(a) all rights of the Seller or Affiliates of the Seller in, to and under the Transferred Contracts;
(b) all entire right, title and interest of the Seller or Affiliates Company (and, for the purposes of clause (xiii) only, Classic) in and to the Seller following property and assets (the "Assets"):
(i) the Business as a going concern;
(ii) all rights in the Owned respect of leased Real Property;
(ciii) all rights of the Seller or Affiliates of the Seller infurniture, to fixtures, equipment, machinery and under the Leases;
(d) all rights of the Seller or Affiliates of the Seller under all other contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all commitments, bids and offers (to the extent such offers are transferable), to the extent related primarily to the Business;
(e) all inventories used or held for use primarily in the Business which are owned by the Seller or Affiliates of the Seller as of the Closing Date;
(f) all receivables, to the extent related primarily to the Business;
(g) all right, title and interest of the Seller or Affiliates of the Seller in the tangible personal property owned by the Seller or Affiliates of the Seller at the Closing Date used or held for use primarily in the Business, except for the Excluded Personal Property;
(h) all right, title and interest of the Seller or Affiliates of the Seller in, to and under the Business Intellectual Property;
(i) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations primarily used or held for use by the Seller Company at the locations at which the Business is conducted, or Affiliates otherwise owned or held by the Company at the Closing Date for use in the conduct of the Seller primarily Business and not otherwise included in connection with, or required for, the Business, to the extent transferableclause (ii) above;
(jiv) all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind primarily pertaining to or arising out of the Businessvehicles;
(kv) all cash, cash equivalents and bank accounts (other than the Purchase Price Bank Account) owned by the Company at the Closing Date;
(vi) all Receivables;
(vii) all books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and all computer software and programs and any rights thereto primarily owned, associated with or employed primarily in by the conduct of Company or used in, or relating to, the Business by the Seller or Affiliates of the Seller at the Closing Date, other than organization documents, minute and stock record books and the corporate seal of the Company;
(lviii) the goodwill of the Company relating to the Business;
(ix) all the Company's right, title and interest in, to and under the Owned Intellectual Property and the Licensed Intellectual Property;
(x) except for the Excluded Assets, all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof), pertaining to, arising out of, and ensuring to the benefit of the Company;
(xi) all sales and promotional literature, customer lists and other sales-related materials used owned, used, associated with or held for use primarily in the Business employed by the Seller or Affiliates of the Seller Company at the Closing Date;
(mxii) except for the assets Excluded Assets, all rights of the Plans Company under all Company Contracts;
(xiii) except for the Excluded Assets, all rights of Classic (or its Affiliates, other than the Company) under all Classic Contracts;
(xiv) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or used by the Company in connection with, or required for, the Business, to the extent provided in Article VI;
(n) the Business as a going concern and the goodwill of the Seller and Affiliates of Seller relating to the Businesstransferable; and
(oxv) except for the Excluded Assets, all the Company's right, title and interest of the Seller and Affiliates of the Seller on the Closing Date in, to and under all other assets, rights and claims of every kind and nature used primarily or intended to be used in the operation of, or residing with, the Business. Each of the BusinessCompany and Classic warrants that upon delivery to the Purchaser of the Assets sold, assigned, transferred, conveyed, granted, bargained, set over, released, delivered, vested and confirmed from the Company and Classic to the Purchaser pursuant to this ▇▇▇▇ of Sale and Assignment, the Purchaser will own, with good and marketable title, or lease, under valid and subsisting leasehold interests, the Assets, free and clear of all Encumbrances, except as expressly contemplated by the Asset Purchase Agreement, including, without limitation, the Exhibits and the Disclosure Schedule that are a part thereof.
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