at the Closing, Parent shall, and
shall cause the Seller and Parent's other Affiliates to, sell, assign, transfer,
convey and deliver, or cause to be sold, assigned, transferred, conveyed and
delivered, to the Purchaser, and the Purchaser shall purchase from such Persons,
all of such Persons' rights, title and interests in and to the following assets
(the "Purchased Assets"):
(I)
THE BUSINESS AS A GOING CONCERN, INCLUDING ALL GOODWILL RELATING
THERETO;
(II)
ALL THE OWNED REAL PROPERTY AND ALL RIGHTS IN RESPECT OF THE
LEASED REAL PROPERTY;
(III)
ALL TANGIBLE PERSONAL PROPERTY;
(IV)
ALL INVENTORIES AT THE CLOSING DATE;
(V)
ALL RECEIVABLES AT THE CLOSING DATE;
(VI)
TO THE EXTENT PERMITTED BY APPLICABLE LAW, ALL BOOKS OF ACCOUNT,
GENERAL, FINANCIAL, TAX (AS PROVIDED UNDER SECTION 2.01(A)(XIV)) AND PERSONNEL
RECORDS, INVOICES, SHIPPING RECORDS, SUPPLIER LISTS, CORRESPONDENCE AND OTHER
DOCUMENTS, RECORDS AND FILES, INCLUDING ALL MANAGEMENT PERFORMANCE RECORDS AND
HISTORICAL, FINANCIAL, SALES, PURCHASING AND OPERATING DATA AND INFORMATION
RELATED TO THE OPERATION OF THE BUSINESS SINCE JANUARY 1, 2003 (THE "BUSINESS
RECORDS") OWNED, ASSOCIATED WITH OR EMPLOYED SOLELY IN THE CONDUCT
16
OF THE BUSINESS OR SOLELY USED IN, OR SOLELY RELATING TO, THE BUSINESS AT THE
CLOSING DATE, UNLESS ANY OF SUCH DOCUMENTS ARE SUBJECT TO CONFIDENTIALITY
AGREEMENTS LIMITING THEIR RELEASE AND CONSENT SHALL NOT HAVE OBTAINED TO THEIR
RELEASE;
(VII)
ALL RIGHT, TITLE AND INTEREST IN, TO AND UNDER THE OWNED
CARBONLESS PAPER BUSINESS INTELLECTUAL PROPERTY AND THE CARBONLESS PAPER
BUSINESS IP AGREEMENTS, SUBJECT, HOWEVER, IN THE CASE OF THE MEAD LICENSED
CARBONLESS PAPER BUSINESS INTELLECTUAL PROPERTY, TO THE MEAD LICENSE AGREEMENT;
(VIII)
ALL CLAIMS, DEFENSES, CAUSES OF ACTION, CHOSES IN ACTION, RIGHTS
OF RECOVERY, RIGHTS OF REIMBURSEMENT AND RIGHTS OF SETOFF OF ANY KIND SOLELY
PERTAINING TO OR ARISING OUT OF THE PURCHASED ASSETS, THE ASSUMED LIABILITIES OR
THE CONDUCT OF THE BUSINESS FOLLOWING THE CLOSING AND INURING TO THE BENEFIT OF
PARENT, THE SELLER OR ANY OF PARENT'S OTHER AFFILIATES;
(IX)
ALL SALES AND PROMOTIONAL LITERATURE, CUSTOMER LISTS AND OTHER
SALES-RELATED MATERIALS OWNED, PREVIOUSLY OR CURRENTLY USED, ASSOCIATED WITH OR
EMPLOYED BY PARENT, THE SELLER OR ANY OF PARENT'S OTHER AFFILIATES AT THE
CLOSING DATE FOR USE SOLELY IN THE CONDUCT OF THE CARBONLESS PAPER BUSINESS (OR
COPIES THEREOF); PROVIDED, HOWEVER, THAT PARENT AND ITS AFFILIATES SHALL RETAIN
THE RIGHT TO USE SUCH LISTS IN THE CONDUCT OF ITS NON-CARBONLESS PAPER BUSINESS
TO THE EXTENT SUCH USE DOES NOT VIOLATE SECTION 5.06 OF THIS AGREEMENT;
(X)
ALL RIGHTS UNDER THE MATERIAL CONTRACTS AND UNDER ANY OTHER
CONTRACTS OR AGREEMENTS THAT PRIMARILY RELATE TO THE CARBONLESS PAPER BUSINESS
OR THAT SOLELY RELATE TO THE NON-CARBONLESS PAPER BUSINESS, INCLUDING ALL
CONTRACTS, PURCHASE ORDERS OR OTHER AGREEMENTS RELATING TO THE PURCHASE OF
MATERIALS, EQUIPMENT, SERVICES, SUPPLIES, WAREHOUSING AND TRANSPORTATION THAT
PRIMARILY RELATE TO THE CARBONLESS PAPER BUSINESS OR THAT SOLELY RELATE TO THE
NON-CARBONLESS PAPER BUSINESS;
(XI)
ALL RIGHTS OF THE SELLER UNDER THE (X) CHILLICOTHE SERVICES
AGREEMENT AND (Y) ENVIRONMENTAL ANNEX;
(XII)
RIGHTS UNDER THE SHARED CONTRACTS AS SET