shall mean collectively all of the assets, properties and business
of Seller to be sold, transferred, conveyed and assigned to Purchaser hereunder
as provided in paragraph 2.1 hereof.
2.
Assets, Properties and Business Being
Sold
2.1
SALE ASSETS.
ON THE TERMS AND SUBJECT TO THE
CONDITIONS HEREIN SET FORTH, AT THE CLOSING, SELLER SHALL SELL, ASSIGN, TRANSFER
AND CONVEY TO PURCHASER, AND PURCHASER SHALL PURCHASE AND ACQUIRE, ALL OF THE
PROPERTIES, ASSETS AND CHOOSES IN ACTION, RIGHTS, LICENSES, PERMITS, FRANCHISES
AND INTERESTS OF EVERY KIND AND DESCRIPTION, REAL, PERSONAL AND MIXED, TANGIBLE
AND INTANGIBLE, WHEREVER LOCATED, OWNED BY SELLER (EXCLUDING THE EXCLUDED
ASSETS), AS A GOING CONCERN, TOGETHER WITH ANY GOODWILL ASSOCIATED THEREWITH.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE SALE ASSETS SHALL INCLUDE
THE FOLLOWING:
2.1.1
ALL RECEIVABLES OF EVERY
KIND AND CHARACTER, INCLUDING WITHOUT LIMITATION ALL OF SELLER'S TRADE ACCOUNTS
AND CUSTOMER NOTES RECEIVABLE, DRAFTS AND LETTERS OF CREDIT AND GUARANTEES OF
ANY OF THE FOREGOING (HEREIN CALLED COLLECTIVELY "RECEIVABLES"), BUT EXCLUDING
THOSE RECEIVABLES SET FORTH IN PARAGRAPH 2.2.4 HEREOF.
2
2.1.2
ALL OF SELLER'S
INVENTORIES, IF ANY, OF EVERY KIND AND CHARACTER, WHEREVER LOCATED, INCLUDING
WITHOUT LIMITATION ALL RAW MATERIALS, PURCHASED PARTS, MANUFACTURED PARTS AND
COMPONENTS, WORK IN PROCESS AND FINISHED GOODS (HEREIN CALLED COLLECTIVELY
"INVENTORY").
2.1.3
ALL OF SELLER'S FIXED
ASSETS, INCLUDING, WITHOUT LIMITATION, ALL MACHINERY AND EQUIPMENT, ACCESSORIES,
ATTACHMENTS AND PARTS THEREFOR, LEASEHOLD IMPROVEMENTS, OFFICE FURNITURE AND
EQUIPMENT, COMPUTERS AND COMPUTER EQUIPMENT, FIXTURES (HEREIN CALLED
COLLECTIVELY "FIXED ASSETS").
2.1.4
ALL OF SELLER'S FORMS,
OFFICE SUPPLIES, CATALOGS AND WAREHOUSE AND OTHER SUPPLIES, INCLUDING WITHOUT
LIMITATION PALLETS, STRAPPING AND OTHER PACKAGING, PRODUCTION AND MANUFACTURING
SUPPLIES AND MAINTENANCE SUPPLIES (HEREIN CALLED COLLECTIVELY "SUPPLIES").
2.1.5
ALL OF SELLER'S PREPAID
EXPENSES AND DEPOSITS (HEREIN CALLED COLLECTIVELY "PREPAID ITEMS").
2.1.6
ALL OF SELLER'S BOOKS,
RECORDS, COMPUTER TAPES AND DISCS, COMPUTER SOFTWARE, FILES AND OTHER PAPERS AND
DOCUMENTS OF SELLER, INCLUDING WITHOUT LIMITATION ALL PRICE LISTS, SALES
RECORDS, SALES CORRESPONDENCE, LEDGERS, JOURNALS, STATEMENTS, BILLS, INVOICES,
CUSTOMER AND SUPPLIER LISTS, FILES AND RECORDS, DATA PROCESSING RECORDS AND
PAYROLL AND EMPLOYMENT RECORDS (HEREIN CALLED COLLECTIVELY "BOOKS AND RECORDS");
PROVIDED, HOWEVER, THAT ECC SHALL BE ENTITLED TO KEEP COPIES OF SUCH BOOKS AND
RECORDS TO THE EXTENT REASONABLY REQUIRED FOR ECC TO COMPLY WITH ANY AND ALL
APPLICABLE LAWS AND REGULATIONS TO WHICH ECC AND/OR SELLER MAY BE SUBJECT TO AND
FOR NO OTHER PURPOSES.
2.1.7
ALL OF SELLERS PATENTS,
TRADENAMES, TRADEMARKS, TRADEMARK REGISTRATIONS AND APPLICATIONS, KNOW HOW,
COPYRIGHTS AND COPYRIGHT REGISTRATIONS, LABEL FILINGS; BRAND NAMES, LOGOS AND
APPLICATIONS THEREFOR, INVENTIONS, TECHNICAL EXPERTISE, RESEARCH DATA, TRADE
SECRETS, PATTERNS, INDUSTRIAL DESIGNS, ALL OTHER INTELLECTUAL PROPERTY RIGHTS,
AND THE GOODWILL SYMBOLIZED THEREBY, AND ALL RIGHTS TO RECOVER FOR ANY PAST
INFRINGEMENT THEREOF, AND ALL RIGHT, TITLE AND INTEREST OF SELLER TO THE NAME
"SWITCHBOARD APPARATUS, INC." AND ALL VARIANTS WHETHER OWNED BY, LICENSED TO,
USED IN THE SWITCHBOARD BUSINESS OR IN WHICH SELLER HAVE ANY RIGHTS.
2.1.8
ALL OF SELLER'S RIGHT,
TITLE AND INTEREST IN AND UNDER THE ASSUMED CONTRACTS.
2.1.9
ALL OF SELLER'S OTHER