AND ASSUMPTION OF ASSUMED LIABILITIES.
(A)
PURCHASE AND SALE OF ASSETS.
UPON THE TERMS AND CONDITIONS HEREIN
SET FORTH, SELLER HEREBY AGREES TO (OR CAUSE CERTAIN OF ITS AFFILIATES TO) SELL,
CONVEY, TRANSFER, ASSIGN, GRANT AND DELIVER TO PURCHASER, AND PURCHASER HEREBY
AGREES TO PURCHASE, ACQUIRE AND ACCEPT FROM SELLER (AND CERTAIN OF ITS
AFFILIATES) AT THE CLOSING ALL OF SELLER'S RIGHT, TITLE AND INTEREST IN AND TO
THE FOLLOWING ASSETS OWNED OR USED BY SELLER AND RELATING TO THE TRANSFERRED
BUSINESS (COLLECTIVELY, THE "TRANSFERRED ASSETS"), FREE AND CLEAR OF ALL LIENS
OTHER THAN AS EXPRESSLY SET FORTH HEREIN:
(I)
THE RIGHTS TO CONDUCT, MANAGE AND OPERATE THE TRANSFERRED
BUSINESS, TOGETHER WITH ALL GOODWILL RELATED THERETO;
(II)
ALL TRANSFERRED INTELLECTUAL PROPERTY;
(III)
ALL TANGIBLE ASSETS SET FORTH ON SCHEDULE 2.1(A)(III);
(IV)
ALL OF SELLER'S RIGHT, TITLE, AND INTEREST IN AND UNDER ALL
PERMITS OF SELLER USED IN CONNECTION WITH THE TRANSFERRED BUSINESS THAT MAY BE
ASSIGNED BY SELLER TO THE PURCHASER;
(V)
ALL AVAILABLE LISTS AND DATABASES (IN AN ELECTRONIC OR OTHER FORM
REASONABLY REQUIRED OR ACCEPTABLE TO PURCHASER) OF VENDORS, SUPPLIERS,
ADVERTISERS,
6
SUBSCRIBERS, CUSTOMERS, REGISTRANTS, INDUSTRY EXPERTS, PARTNERS, SPONSORS,
ENDORSERS, USERS (INCLUDING, BUT NOT LIMITED TO, FEEDLOT OWNERS AND RANCHERS),
OTHER PERSONS OR ENTITIES REQUIRED TO ORGANIZE, PROMOTE, PRODUCE, OPERATE AND
MANAGE THE TRANSFERRED BUSINESS AND ALL PERSONS THAT HAVE INFORMED SELLER THAT
THEY DO NOT WISH TO BE CONTACTED IN CONNECTION WITH ANY FUTURE ACTIVITIES OF THE
TRANSFERRED BUSINESS, INCLUDING, WITH RESPECT TO EACH OF THE FORGOING
CATEGORIES, NAMES, ADDRESSES, TELEPHONE NUMBERS, EMAIL ADDRESSES, WEBSITE
ADDRESSES, DEMOGRAPHIC DATA, CALL HISTORIES, ORDER HISTORIES AND ALL OTHER
INFORMATION REQUIRED TO ORGANIZE, PROMOTE, PRODUCE AND MANAGE THE TRANSFERRED
BUSINESS (COLLECTIVELY, THE "PARTICIPANT LISTS" AND EACH PERSON SO IDENTIFIED, A
"PARTICIPANT");
(VI)
ALL OF SELLER'S RIGHT, TITLE, AND INTEREST IN THE CONTRACTS SET
FORTH ON SCHEDULE 3.16 (COLLECTIVELY, THE "ASSUMED CONTRACTS");
(VII)
ALL PRINTED OR ELECTRONIC MATERIALS (INCLUDING ON-LINE MATERIALS
AND CONTENT AND ON-LINE NEWSLETTERS AND PUBLICATIONS) RELATING TO THE
TRANSFERRED BUSINESS IN THE POSSESSION OF SELLER; AND
(VIII)
ALL OF SELLER'S AVAILABLE FINANCIAL RECORDS, CORRESPONDENCE, DATA,
FILES AND ALL OTHER BOOKS, RECORDS AND FILES RELATING TO THE TRANSFERRED
BUSINESS OR EMPLOYEES OF THE TRANSFERRED BUSINESS THAT ARE HIRED BY PURCHASER.
(B)
EXCLUDED ASSETS.
OTHER THAN THE ASSETS DESCRIBED IN
SECTION 2.1(A), ALL RIGHTS, INTERESTS AND ASSETS OF SELLER (COLLECTIVELY THE
"EXCLUDED ASSETS") ARE TO BE RETAINED BY SELLER AND DO NOT CONSTITUTE
TRANSFERRED ASSETS.
THE EXCLUDED ASSETS INCLUDE, WITHOUT LIMITATION, (A) ALL
CASH OF SELLER ASSOCIATED WITH OR ATTRIBUTABLE TO BILLINGS OF SELLER'S ACCOUNTS
PRIOR TO CLOSING AND ALL CASH ON HAND OF SELLER, (B) THE AGRILEACH SOFTWARE,
(C) THE AGTRADER ASSETS, AND (D) BUSINESS OR OTHER RECORDS AND DOCUMENTS THAT
PERTAIN TO THE INTERNAL AFFAIRS BETWEEN THE SELLER AND/OR OTHER DIVISIONS OR
AFFILIATES OF SELLER AND TO EMPLOYEES OF SELLER NOT HIRED BY PURCHASER OR WHO DO
NOT CONSENT TO THE RELEASE OF SUCH RECORDS WHICH CONSTITUTE THEIR PERSONAL
EMPLOYMENT FILE.
(C)
ASSUMPTION OF LIABILITIES.
EXCEPT AS EXPRESSLY