Common use of Sale, Assignment and Transfer Clause in Contracts

Sale, Assignment and Transfer. 1.1 Subject to the provisions of this Agreement, Purchaser agrees to purchase, and Seller agrees to sell, all of Seller’s rights, title and interest, in and to: a) the completed websites located at each of the domains specified on Exhibit A attached hereto (the “Websites”), including, but not limited to, any and all associated software specified on Exhibit C used in building and/or maintaining the Websites, each of the Websites’ users lists and databases containing any of the Websites’ user information or other information related to the Websites and any other intellectual property related to the Websites, including, but not limited to, trademarks related to the Websites, its products and services, copyrights in software and creative content, trade secrets, patents or patents pending and other intellectual property rights and licenses of various kinds related to the Website; b) the domain names listed on Exhibit A (the “Domain Names”); c) name registrations; d) any goodwill symbolized thereby; and e) and all rights to ▇▇▇ for past infringement, if any, and to receive any recoveries therefore (collectively, the “Purchased Assets”). Seller hereby sells, assigns, conveys and transfers to Purchaser and Purchaser hereby acquires, all of Seller’s rights, title and interest including, but not limited to, all of Seller’s common law rights in and to the Purchased Assets. In addition, Seller hereby sells, assigns, conveys and transfers to Purchaser all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites. Seller will also assist Purchaser in transferring all revenue generating vendor accounts to Purchaser. Except as otherwise expressly set forth in Exhibit B attached hereto, the Purchaser does not assume any liabilities associated with the business associated with the Websites and Domain Names (the “Business”).

Sale, Assignment and Transfer. 1.1 Subject to the provisions of this Agreement, Purchaser agrees to purchase, and Seller agrees to sell, all of Seller’s rights, title and interest, in and to: a) the completed websites located at each of the domains specified on Exhibit A attached hereto (the “Websites”), including, but not limited to, any and all associated software specified on Exhibit C used in building and/or maintaining the Websites, each of the Websites’ Websites users lists and databases containing any of the Websites’ user information or other information related to the Websites and any other intellectual property related to the Websites, including, but not limited to, trademarks related to the Websites, its products and services, copyrights in software and creative content, trade secrets, patents or patents pending and other intellectual property rights and licenses of various kinds related to the Website; b) the domain names listed on Exhibit A (the “Domain Names”); c) name registrations; d) any goodwill symbolized thereby; and e) and all rights to ▇▇▇ for past infringement, if any, and to receive any recoveries therefore (collectively, the “Purchased Assets”). Seller hereby sells, assigns, conveys and transfers to Purchaser and Purchaser hereby acquires, all of Seller’s rightsright, title and interest including, but not limited to, all of Seller’s common law rights in and to the Purchased Assets. In addition, Seller hereby sells, assigns, conveys and transfers to Purchaser all data, programming code, user or customer lists, moderator contact information and all other information as it pertains to the operation of the Websites. Seller will also assist Purchaser in transferring all revenue generating vendor accounts to Purchaser. Except as otherwise expressly set forth in Exhibit B attached hereto, the Purchaser does not assume any liabilities associated with the business associated with the Websites and Domain Names (the “Business”).