any
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Encumbrances other than Permitted Encumbrances, all of such Seller's right,
title, and interest in and to all of the following:
(A)
ALL REAL PROPERTY LEASES DESCRIBED IN
SECTION 3.6 OF THE SELLER DISCLOSURE LETTER;
(B)
ALL TANGIBLE PERSONAL PROPERTY, INCLUDING
THOSE ITEMS DESCRIBED IN SECTION 3.5(A) OF THE SELLER DISCLOSURE LETTER;
(C)
ALL INVENTORIES;
(D)
ALL ACCOUNTS RECEIVABLE;
(E)
ALL SELLER CONTRACTS, INCLUDING THOSE
LISTED IN SECTION 3.17(A) OF THE SELLER DISCLOSURE LETTER, AND ALL OUTSTANDING
OFFERS OR SOLICITATIONS MADE BY OR TO ANY SELLER TO ENTER INTO ANY SELLER
CONTRACT ("BIDS"), OTHER THAN SELLER CONTRACTS OR BIDS DESCRIBED IN SECTION
2.2(E);
(F)
ALL GOVERNMENTAL AUTHORIZATIONS RELATED
TO OR USED IN THE OPERATION OF THE BUSINESS AND ALL PENDING APPLICATIONS
THEREFOR OR RENEWALS THEREOF, INCLUDING THOSE LISTED IN SECTION 3.14(B) OF THE
SELLER DISCLOSURE LETTER, IN EACH CASE TO THE EXTENT PERMITTED BY APPLICABLE
LEGAL REQUIREMENT AND OTHERWISE TRANSFERABLE TO BUYER;
(G)
THE DATA AND RECORDS OF EACH SELLER RELATED
PRIMARILY TO OR USED IN THE OPERATION OF THE BUSINESS AND LOCATED AT A BUSINESS
PROPERTY INCLUDING CLIENT AND CUSTOMER LISTS AND RECORDS, REFERRAL SOURCES,
RESEARCH AND DEVELOPMENT REPORTS AND RECORDS, PRODUCTION REPORTS AND RECORDS,
SERVICE AND WARRANTY RECORDS, EQUIPMENT LOGS, OPERATING GUIDES AND MANUALS,
ENGINEERING DESIGN DRAWINGS USED IN THE OPERATION OF THE BUSINESS, FINANCIAL AND
ACCOUNTING RECORDS, CREATIVE MATERIALS, ADVERTISING MATERIALS, PROMOTIONAL
MATERIALS, STUDIES, REPORTS, CORRESPONDENCE, FILES RELATING TO THE PREPARATION,
PROSECUTION, REGISTRATION, ENFORCEMENT OR DEFENSE OF ANY BUSINESS INTELLECTUAL
PROPERTY AND OTHER SIMILAR DOCUMENTS AND RECORDS ("BUSINESS RECORDS").
IN
ADDITION, TO THE EXTENT ANY SUCH DATA OR RECORDS ARE NOT LOCATED AT A BUSINESS
PROPERTY, COPIES OF ANY PARTICULAR DATA OR RECORDS FOLLOWING REASONABLE REQUEST
THEREFOR, AND, SUBJECT TO LEGAL REQUIREMENTS, COPIES OF ALL PERSONNEL RECORDS;
(H)
ALL OF THE INTANGIBLE RIGHTS AND PROPERTY OF
SELLERS THAT RELATE EXCLUSIVELY TO THE OPERATION OF THE BUSINESS, INCLUDING ANY
SUCH GOODWILL AND BUSINESS INTELLECTUAL PROPERTY, AS WELL AS THE RIGHT TO SUE,
AT LAW OR IN EQUITY, OR OTHERWISE RECOVER DAMAGES FOR ANY AND ALL INFRINGEMENTS,
MISAPPROPRIATIONS OR DILUTIONS OF ANY BUSINESS INTELLECTUAL PROPERTY;
(I)
ALL RIGHTS OF SELLERS RELATING TO
DEPOSITS AND PREPAID EXPENSES, CLAIMS FOR REFUNDS AND RIGHTS TO OFFSET IN
RESPECT THEREOF, IN EACH CASE RELATED TO OR USED IN THE OPERATION OF THE
BUSINESS, THAT ARE NOT LISTED IN SECTION 2.2(C) OF THE SELLER DISCLOSURE LETTER
AND THAT ARE NOT EXCLUDED UNDER SECTION 2.2(H);
(J)
ALL RIGHTS IN INTERNET DOMAIN NAMES
USED, RESERVED OR OWNED BY ANY SELLER OR ITS AFFILIATES THAT ARE EXPRESSLY SET
FORTH IN SECTION 2.1(J) OF THE SELLER DISCLOSURE LETTER;
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(K)
ALL CASH IN THE BANK ACCOUNTS LISTED IN
SECTION 2.1(K) OF THE SELLER DISCLOSURE LETTER; AND
(L)
ALL OF SUCH SELLER'S OTHER PROPERTY AND
ASSETS, REAL, PERSONAL, OR MIXED, TANGIBLE AND INTANGIBLE, OF EVERY KIND AND
DESCRIPTION, WHEREVER LOCATED, BELONGING TO SUCH SELLER AND WHICH RELATE
PRIMARILY TO OR ARE USED PRIMARILY IN THE OPERATION OF THE BUSINESS CURRENTLY
CONDUCTED BY THE ENGINEERED PRODUCTS SEGMENT