Asset Purchase Agreement (Page 2 of 5) in pdf

receive payments from any Person;

(c)rights relating to prepayments, deferred charges, security deposits and similar items;

(d)machinery, equipment, furnishings, vehicles, tools, dies, molds and parts and similar

property;

(e)Real Property and permits, approvals and other qualifications relating to Real Property;

(f)Intellectual Property, tangible embodiments thereof and rights thereunder or in respect

thereof primarily relating to or used or held for use in connection with the Business (including rights

and remedies in respect of infringements) (together with all Intellectual Property rights included in the

other clauses of this Section 1.1, the “Intellectual Property Assets”);

(g)rights under contracts, licenses, leases and other agreements (“Contracts”), including rights

to receive payment, goods or services and to assert claims and take other actions;

(h)Books and Records (provided that Seller shall retain a right of reasonable access to Books

and Records to the extent reasonably required with respect to rights or liabilities retained by Seller);

(i)Governmental Approvals, including pending applications therefor or renewals thereof, to

the extent their transfer is permitted by law;

(j)rights to claims, demands, lawsuits and judgments with respect to the Business or the

ownership, use or value of any Asset; and

(k)insurance benefits, including rights and proceeds, arising from or relating to the Assets or

Assumed Liabilities prior to Closing.

Subject to the terms and conditions hereof, at the Closing, the Assets shall be transferred to

the Buyer Parties free and clear of all liabilities, obligations, liens and encumbrances excepting only

Assumed Liabilities and Permitted Liens.

1.2.Excluded Assets. Sellers will retain and not transfer, and none of the Buyer Parties will

purchase or acquire, the following assets (collectively, the “Excluded Assets”):

(a)the assets listed on Schedule 1.2;

(b)(i) the name and mark “Seller Corporation”, (ii) the name and mark “Seller”, in

whole or in part (other than the name “Noisivid”), (iii) any name or mark derived from or

including any of the foregoing and (iv) all of Seller’s right, title and interest in the

cross-licensing agreement, dated ________, 20__, between Ultimate Technology Company

and Seller with respect to certain Intellectual Property;

(c)all cash and cash equivalents, other than petty cash held on ____, 20__; and

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Asset Purchase Agreement Page 2