FINISHED WORK, DELIVERABLES, INVENTORY, MATERIALS IN FINAL
FORM, WORKS-IN-PROCESS, RAW MATERIALS AND SUPPLIES, WHEREVER LOCATED, INCLUDING,
BUT NOT LIMITED TO, ALL RIGHTS OF SELLER AS TO ALL SUPPLIERS ASSOCIATED WITH THE
BUSINESS (COLLECTIVELY, THE "INVENTORY"). AN ITEMIZED LIST OF THE INVENTORY,
STATING THE COST OF THE INVENTORY AS OF THE EFFECTIVE DATE, IS SET FORTH ON
SCHEDULE 1.1(F) HEREOF;
(G)
CASH AND CASH EQUIVALENTS OF SELLER ON THE DATE HEREOF IN EXCESS
OF $25,000 AS SET FORTH ON SCHEDULE 1.1(G) HEREOF, PROVIDED THAT SUCH CASH OR
CASH EQUIVALENTS WILL BE USED BY BUYER TO DISPOSE OF THE ACCOUNTS PAYABLE (AS
DEFINED BELOW) ON A TIMELY BASIS;
(H)
ALL ACCOUNTS RECEIVABLE OF SELLER RELATING TO THE BUSINESS THAT
ARE OUTSTANDING AS OF THE EFFECTIVE DATE ("ACCOUNTS RECEIVABLE"); PROVIDED THAT
UPON RECEIPT OF ACCOUNTS RECEIVABLE NOT TO EXCEED $190,000 IN THE AGGREGATE,
BUYER SHALL USE SUCH PROCEEDS AS RECEIVED TO SATISFY ON A DOLLAR FOR DOLLAR
BASIS UP TO $190,000 OF THE ACCOUNTS PAYABLE. AN ITEMIZED LIST OF THE ACCOUNTS
RECEIVABLE IS SET FORTH ON SCHEDULE 1.1(H) HEREOF;
(I)
ALL RIGHT, TITLE AND INTEREST OF SELLER, AND ANY AFFILIATE OF
SELLER, IN AND TO THOSE CONTRACTS, AGREEMENTS, ARRANGEMENTS, COMMITMENTS AND
UNDERTAKINGS, WHETHER ORAL OR IN WRITING (THE "ASSIGNED CONTRACTS");
(J)
ALL BOOKS, RECORDS, AND PROJECT FILES, HELD FOR USE IN THE
CONDUCT OF THE BUSINESS, INCLUDING WITHOUT LIMITATION, CLIENT AND CUSTOMER
RECORDS, RESEARCH AND DEVELOPMENT RECORDS, PRODUCTION REPORTS AND RECORDS,
SERVICE AND WARRANTY RECORDS, EQUIPMENT LOGS, GUIDES AND MANUALS, CREATIVE
MATERIALS, ADVERTISING MATERIALS, PROMOTIONAL MATERIALS AND FINANCIAL AND
ACCOUNTING RECORDS RELATING TO THE BUSINESS;
(K)
ALL RIGHTS OF SELLER UNDER ANY WARRANTY OR GUARANTEE BY ANY
MANUFACTURER, SUPPLIER OR OTHER TRANSFEROR OF THE ASSETS;
(L)
TO THE EXTENT LEGALLY TRANSFERABLE, ALL PERMITS, LICENSES AND
APPROVALS RECEIVED FROM ANY GOVERNMENTAL ENTITY;
(M)
ALL LEASEHOLD IMPROVEMENTS, SIGNAGE AND PREPAID RIGHTS TO
PARTICIPATE IN TRADE SHOWS, TRADE FAIRS OR SIMILAR INDUSTRY OR RETAIL EVENTS;
AND
2
(N)
ANY AND ALL OTHER PROPERTIES, ASSETS AND RIGHTS OF SELLER WHICH
ARE USED IN SELLER'S CONDUCT OF THE BUSINESS AND ARE NOT EXPRESSLY LISTED OR
REFERRED TO IN SECTION 0 BELOW.
On the Effective Date, Seller will transfer the Assets to Buyer in accordance
with this agreement by delivering those documents specified in Article 4
together with all required consents of any and all third parties, free and clear
of all liabilities, obligations, liens, security interests, encumbrances or any
other adverse claims.
1.2
EXCLUDED ASSETS. THE FOLLOWING PROPERTY AND ASSETS OF SELLER ARE
EXCLUDED FROM THE SALE TO BUYER AND ARE INDICATED ON SCHEDULE 1.2 HERETO (THE
"EXCLUDED ASSETS"):
(A)
ANY OF THE RIGHTS OF SELLER UNDER THIS AGREEMENT OR ANY OTHER
AGREEMENT BETWEEN SELLER AND BUYER ENTERED INTO ON OR AFTER THE DATE OF THIS
AGREEMENT IN ACCORDANCE WITH THE TERMS HEREOF AND THEREOF, RESPECTIVELY;
(B)
SELLER'S MINUTE BOOKS, STOCK-TRANSFER JOURNALS, TAX RETURNS,
CORPORATE SEAL AND, EXCEPT AS PERTAINING DIRECTLY TO THE BUSINESS, BOOKS OF
ACCOUNT AND FINANCIAL RECORDS; AND
(C)
SELLER'S ASSETS WHICH (I) ARE