Common use of Sale of Assets Related Transactions Clause in Contracts

Sale of Assets Related Transactions. (a) At the Closing, the Company shall cause to be sold, assigned, transferred, conveyed, and delivered to the Buyer good and valid title to the Assigned Assets, free and clear of any encumbrance. The Assigned Assets shall include, without limitation, the assets described in 2.1(a)(i) through 2.1(a)(xi). The Schedules referenced therein may have been prepared as of a period prior to the Closing Date and may not tie to the Working Capital Assets and Working Capital Liabilities at Closing without reconciling adjustments. Such Schedules shall be updated after the Closing Date to bring them current to the date of Closing in connection with the post-Closing adjustments under Section 2.5. (i) Intellectual Property Rights and related goodwill owned, used or held for use by the Company in connection with the operation of the Business (including the Intellectual Property Rights identified on Schedule 2.1(a)(i) (“Assigned Intellectual Property Rights”); (ii) all rights of the Company under (a) all Contracts with customers for the purchase of products and/or services of the Business identified in Schedule 2.1(a)(ii) (the “Assigned Customer Contracts”), (b) all Contracts with vendors, suppliers, licensors and service providers relating to the Business identified in Schedule 3.5(a)(v) (the “Assigned Vendor Contracts”), and (c) the Facility Lease identified in Schedule 3.14(b) (the “Assigned Lease”) and, together with the Assigned Customer Contracts, the Assigned Vendor Contracts and the Assigned Intellectual Property Rights Agreements, the “Assigned Contracts”; (iii) all equipment, materials, prototypes, tools, supplies, furniture, improvements, computer hardware and other tangible assets owned, used or held for use by the Company in connection with the operation of the Business including the assets described on Schedule 2.1(a)(iii), which lists the material assets in such categories; (iv) all rights, claims (including claims for past infringement or misappropriation of Intellectual Property Rights) and causes of action of the Company relating to the Business against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Company), and all rights of indemnity, warranty rights, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Company and related to the Business (regardless of whether such rights are currently exercisable); (v) all Assigned Receivables including the assets described on Schedule 2.1(a)(v); (vi) Intentionally Deleted; (vii) all Business Records; (viii) any prepaid expenses and any deposits, prepayments, guaranties, letters of credit and other security deposits held by the Company or by a third party on behalf of the Company in connection with the operation of the Business, including but not limited to, those shown on Schedule 2.1(a)(viii); (ix) to the extent not covered in this Section 2.1, any assets included in the calculation of Working Capital Assets as finally determined under Section 2.5; and (x) unpaid amounts on invoices dated January 1, 2012, as of the Closing Date, which were issued on December 15, 2011 as set forth on Schedule 2.1(a)(x), net of amounts that relate to services rendered prior to the Closing Date (e.g., those shown as overages on Schedule 2.1(a)(x) (the “Advance Invoice Amounts”). (xi) all other tangible and intangible assets owned, used or held for use by Company that are related to the Business that the Buyer reasonably determines are necessary, appropriate or desirable in the operation of the Business after the Closing Date, including, without limitation, software licenses resident on or for laptops, desktops, servers, and other hardware and all customer application software (and related source code).