IN AND TO ANY FIXTURES, STRUCTURES OR IMPROVEMENTS
APPURTENANT TO SUCH REAL PROPERTY (COLLECTIVELY, THE "LEASED REAL PROPERTY",
WITH THE LEASES RELATING TO SUCH LEASED REAL PROPERTY BEING COLLECTIVELY
REFERRED TO HEREIN AS THE "REAL PROPERTY LEASES"), AS SET FORTH ON SCHEDULE
2.2(A) OF THE SELLER DISCLOSURE LETTER;
(B)
THE REAL PROPERTY SET FORTH ON SCHEDULE 2.2(B) OF THE SELLER DISCLOSURE
LETTER;
(C)
ALL ASSET SELLING ENTITIES CLOSING CASH, IF ANY, TO THE EXTENT THAT IT IS
HELD IN BANK ACCOUNTS DEDICATED TO THE BUSINESS, NET OF WITHHOLDING OR SIMILAR
TAXES, IN ALL COUNTRIES (OTHER THAN IN THE UNITED STATES, THE UNITED KINGDOM AND
IRELAND) WHICH LEVY SUCH TAXES;
(D)
ALL PERSONAL PROPERTY AND INTERESTS THEREIN, INCLUDING ALL THE EQUIPMENT,
VEHICLES, MACHINERY, TOOLS, SPARE PARTS, FURNITURE AND OTHER TANGIBLE PERSONAL
PROPERTY OWNED, LEASED OR LICENSED BY THE ASSET SELLING ENTITIES AND USED
PRIMARILY IN THE BUSINESS (COLLECTIVELY, THE "EQUIPMENT", WITH THE LEASES
RELATING TO ANY EQUIPMENT SO LEASED BEING REFERRED TO HEREIN AS THE "EQUIPMENT
LEASES");
(E)
ALL OTHER CONTRACTS RELATING PRIMARILY TO THE BUSINESS (OTHER THAN THE
REAL PROPERTY LEASES, EQUIPMENT LEASES AND CONTRACTS RELATING TO THE EXCLUDED
ASSETS) (COLLECTIVELY, THE "ASSUMED CONTRACTS") AND ALL OUTSTANDING PURCHASE
ORDERS RELATING DIRECTLY AND PREDOMINANTLY TO THE BUSINESS (OTHER THAN SUCH
PURCHASE ORDERS RELATING TO THE EXCLUDED ASSETS);
(F)
ALL INVENTORY USED PRIMARILY IN THE BUSINESS;
(G)
THE REGISTERED TRADEMARKS AND COPYRIGHTS AND THE PATENTS AND ANY
APPLICATIONS FOR THE FOREGOING SET FORTH ON SCHEDULE 2.2(G) OF THE SELLER
DISCLOSURE LETTER AND ALL OTHER INTELLECTUAL PROPERTY USED EXCLUSIVELY IN THE
BUSINESS (COLLECTIVELY, THE "TRANSFERRED INTELLECTUAL PROPERTY");
(H)
ALL TRANSFERABLE PERMITS OWNED, UTILIZED, HELD OR MAINTAINED BY OR
LICENSED TO THE ASSET SELLING ENTITIES (SUBJECT TO THE TERMS OF SUCH PERMITS)
RELATING PRIMARILY TO THE BUSINESS;
17
(I)
THE COMPUTER SOFTWARE PROGRAMS AND SOURCE CODES OWNED, USED OR LEASED BY,
OR LICENSED TO, THE ASSET SELLING ENTITIES THAT ARE SET FORTH ON SCHEDULE
2.2(I) OF THE SELLER DISCLOSURE LETTER;
(J)
ALL CUSTOMER, VENDOR, SUPPLIER, CONTRACTOR, AND SERVICE-PROVIDER LISTS TO
THE EXTENT RELATING DIRECTLY AND PREDOMINANTLY TO THE BUSINESS, AND ALL FILES,
DOCUMENTS AND RECORDS (INCLUDING BILLING, PAYMENT, DISPUTE AND CREDIT
INFORMATION AND SIMILAR DATA) TO THE EXTENT RELATING DIRECTLY AND PREDOMINANTLY
TO CUSTOMERS, VENDORS, SUPPLIERS, CONTRACTORS OR SERVICE-PROVIDERS OF THE
BUSINESS, AND OTHER BUSINESS AND FINANCIAL RECORDS, FILES, BOOKS AND DOCUMENTS
(WHETHER IN HARD COPY OR COMPUTER FORMAT) TO THE EXTENT RELATING DIRECTLY AND
PREDOMINANTLY TO THE BUSINESS;
(K)
ALL ACCOUNTS AND NOTES RECEIVABLE OF THE BUSINESS, INCLUDING ASSUMED
INTERCOMPANY RECEIVABLES AND ALL LOANS AND OTHER ADVANCES OWING TO SELLER OR ANY
OF ITS AFFILIATES BY ANY BUSINESS EMPLOYEE WHO BECOMES A TRANSFERRED EMPLOYEE;
(L)
ALL PREPAID EXPENSES AND DEPOSITS AND REFUNDS OF THE BUSINESS (OTHER THAN
PREPAID INSURANCE) RECEIVED AFTER THE CLOSING DATE;
(M)
ALL CLAIMS, CAUSES OF ACTION, DEFENSES AND RIGHTS OF OFFSET OR COUNTERCLAIM
(AT ANY TIME OR IN ANY MANNER ARISING OR EXISTING, WHETHER CHOATE OR INCHOATE,
KNOWN OR UNKNOWN, CONTINGENT OR NONCONTINGENT) RELATING TO ANY OF THE