purchase of the Acquired Assets; (ii) Seller
agreeing to the Non-Compete Obligations; (iii) Buyer paying Seller the Purchase
Price; and (iv) the dismissal of all pending Litigation between the Parties,
including, without limitation, the Parties' execution and delivery of the
Litigation Stipulation and the mutual general release, in each case as provided
in Section 2.2(d).
2.2
(A)
ACQUIRED ASSETS.
ON THE TERMS AND CONDITIONS SET FORTH
IN THIS AGREEMENT, BUYER SHALL PURCHASE FROM SELLER, AND SELLER SHALL SELL,
CONVEY, TRANSFER, ASSIGN AND DELIVER TO BUYER, AS OF THE CLOSING DATE, ALL
RIGHT, TITLE AND INTEREST, FREE AND CLEAR OF ANY AND ALL LIENS, IN AND TO EACH
OF THE FOLLOWING:
(I)
ALL PRODUCTS;
(II)
ALL INVENTORY, AS SET FORTH IN SCHEDULE 4.22(A);
(III)
THE SHUFFLER AND DECKCHECKER INTELLECTUAL PROPERTY, INCLUDING,
WITHOUT LIMITATION, THE SHUFFLER AND DECKCHECKER INTELLECTUAL PROPERTY SET FORTH
IN SCHEDULE 4.13(A), TOGETHER WITH ALL INCOME, ROYALTIES, DAMAGES AND PAYMENTS
DUE OR PAYABLE (OTHER THAN ACCOUNTS RECEIVABLE CONTEMPLATED BY
SECTION 2.2(C)(I) AND INSTALLMENT PAYMENTS DUE OR THAT BECOME DUE IN THE FUTURE
UNDER ANY INSTALLMENT CONTRACT ENTERED INTO BY SELLER PRIOR TO THE CLOSING DATE)
WITH RESPECT TO ANY PERIODS ENDING AFTER THE CLOSING DATE (INCLUDING, WITHOUT
LIMITATION, DAMAGES AND PAYMENTS FOR PAST AND FUTURE INFRINGEMENTS OR
MISAPPROPRIATIONS THEREOF), THE RIGHT TO SUE AND RECOVER FOR PAST AND FUTURE
INFRINGEMENTS OR MISAPPROPRIATIONS THEREOF, ANY AND ALL CORRESPONDING
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RIGHTS THAT, NOW OR HEREAFTER, MAY BE SECURED THROUGHOUT THE WORLD AND ALL
COPIES AND TANGIBLE EMBODIMENTS OF ANY SUCH SHUFFLER AND DECKCHECKER
INTELLECTUAL PROPERTY;
(IV)
[INTENTIONALLY OMITTED];
(V)
THE RIGHT TO RECEIVE AND RETAIN MAIL AND OTHER COMMUNICATIONS TO THE
EXTENT RELATING TO THE INVENTORY, THE PRODUCTS OR THE SHUFFLER AND DECKCHECKER
INTELLECTUAL PROPERTY FROM THE CLOSING DATE AND THEREAFTER;
(VI)
[INTENTIONALLY OMITTED];
(VII)
ALL OF THE FOLLOWING, IF APPLICABLE AND IN EXISTENCE, COVERING OR
RELATING TO ANY OF THE PRODUCTS, WHETHER IN WRITING, ELECTRONIC DATA, COMPUTER
SOFTWARE OR OTHERWISE: BILLS OF MATERIALS, ENGINEERING DRAWINGS, DIAGRAMS AND
SPECIFICATIONS, CIRCUIT DIAGRAMS, SCHEMATICS, MASK WORKS, PARTS LISTS, MODELS,
FILES, HISTORIES, REPORTS, CERTIFICATIONS, USER MANUALS, SERVICE MANUALS,
TRAINING MANUALS, SALES LITERATURE, TECHNICAL BULLETINS, PARTS BREAKDOWNS,
MANUFACTURING WORK INSTRUCTIONS, QUALITY CONTROL WORK INSPECTION CRITERIA,
SUBMISSION PACKAGES TO REGULATORS, VALIDITY STUDIES, NOVELTY STUDIES, CLEARANCE
STUDIES, INFRINGEMENT STUDIES AND ANY OTHER DOCUMENTS OR INFORMATION NECESSARY
TO MANUFACTURE THE PRODUCTS.
IN THIS RESPECT, A COMPLETE INDEX OF THE ABOVE
INFORMATION AND DOCUMENTS WITH RESPECT TO THE DECKCHECKER THAT EXIST AS AT THE
CLOSING DATE IS SET FORTH IN SCHEDULE 2.2(A)(VII).
FOR THE AVOIDANCE OF DOUBT,
BUYER ACKNOWLEDGES THAT SOME OF THE ABOVE MENTIONED INFORMATION AND DOCUMENTS
MAY NEVER EXIST AND SOME OF THEM MIGHT HAVE EXISTED IN THE PAST BUT DUE TO
PASSAGE OF TIME, MAY HAVE GONE ASTRAY;
(VIII)
ALL LISTS OF CUSTOMERS AND SUPPLIERS FOR ANY OF THE PRODUCTS; ALL
SHUFFLER AND DECKCHECKER INTELLECTUAL PROPERTY FILES, ATTORNEY CORRESPONDENCE,
AND PROSECUTION FILE HISTORIES, INCLUDING, WITHOUT LIMITATION, ALL ORIGINAL
COPIES OF ISSUED PATENTS AND TRADEMARK REGISTRATIONS; ALL ADVERTISING, MARKETING
AND PROMOTIONAL MATERIALS RELATING TO ANY PRODUCTS;