CLOSING DATE;
(IX)
THE ORIGINAL PERSONNEL RECORDS (INCLUDING ALL HUMAN RESOURCES AND
OTHER RECORDS) OF EACH ASSET SELLING ENTITY RELATING TO THE TRANSFERRED
EMPLOYEES OF SUCH ASSET SELLING ENTITY;
(X)
ALL OF THE RIGHTS AND INTERESTS OF ANY ASSET SELLING ENTITY IN AND
TO THE CONTRACTS SPECIFIED IN SCHEDULE 2.3(A)(X) OF THE SELLER DISCLOSURE LETTER
(THE "EXCLUDED CONTRACTS");
(XI)
ANY ASSETS AND ASSOCIATED CLAIMS ARISING OUT OF THE RETAINED
LIABILITIES;
(XII)
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) NOT INCLUDED IN THE
PURCHASED ASSETS UNDER SECTION 2.2(M);
19
(XIII)
ALL OF THE RIGHTS AND INTERESTS OF SELLER AND ITS AFFILIATES
(INCLUDING THE SELLER ENTITIES) IN AND TO ALL CORRESPONDENCE AND DOCUMENTS,
INCLUDING THE CONFIDENTIALITY AGREEMENTS ENTERED INTO BY PURCHASER OR ANY OF ITS
AFFILIATES, IN CONNECTION WITH THE SALE OF THE BUSINESS;
(XIV)
ALL OF THE RIGHTS AND INTERESTS OF THE ASSET SELLING ENTITIES IN ALL
INFORMATION, FILES, RECORDS, DATA, PLANS, CONTRACTS AND RECORDED KNOWLEDGE
RELATED TO OR USED IN CONNECTION WITH THE BUSINESS, TO THE EXTENT THAT ANY OF
THE FOREGOING: (I) RELATE DIRECTLY AND PREDOMINANTLY TO THE EXCLUDED ASSETS;
(II) RELATE TO THE EXCLUDED ASSETS AND CAN BE EASILY SEPARATED FROM THE
PURCHASED ASSETS; OR (III) ARE COMPRISED PREDOMINANTLY OF WRITTEN MATERIALS THAT
A SELLER ENTITY IS REQUIRED BY LAW TO RETAIN AND WITH RESPECT TO WHICH SELLER
SHALL HAVE PROVIDED (OR CAUSED TO BE PROVIDED) A COPY TO PURCHASER
(COLLECTIVELY, THE "EXCLUDED RECORDS");
(XV)
ANY LEGAL OR BENEFICIAL INTEREST IN THE SHARE CAPITAL OF THE ENTITIES
AND OTHER ASSETS LISTED ON SCHEDULE 2.3(A)(XV) OF THE SELLER DISCLOSURE LETTER,
NOTWITHSTANDING THE FACT THAT SUCH ENTITIES OR ASSETS ARE RELATED DIRECTLY AND
PREDOMINANTLY TO THE BUSINESS;
(XVI)
ANY LEGAL OR BENEFICIAL INTEREST IN THE INTERNET WEBSITES LISTED ON
SCHEDULE 2.3(A)(XVI) OF THE SELLER DISCLOSURE LETTER, NOTWITHSTANDING THE FACT
THAT SUCH SITES ARE RELATED DIRECTLY AND PREDOMINANTLY TO THE BUSINESS;
(XVII)
ALL SELLER'S REFUNDS OR CREDITS OF TAXES DUE TO SELLER OR ITS
AFFILIATES PURSUANT TO SECTION 7.7;
(XVIII)
ALL OTHER ASSETS SET FORTH ON SCHEDULE 2.3(A)(XVIII) OF THE SELLER
DISCLOSURE LETTER;
(XIX)
ANY INTELLECTUAL PROPERTY OWNED BY AN ASSET SELLING ENTITY AND NOT
EXCLUSIVELY USED IN THE BUSINESS (INCLUDING ALL SELLER PATENTS AND SELLER
INFORMATION AS SUCH TERMS ARE DEFINED IN THE CROSS LICENSE AGREEMENT, BUT
EXCLUDING ITEMS SET FORTH ON SCHEDULE 2.2(G) OF THE SELLER DISCLOSURE LETTER);
AND
(XX)
ANY COMPUTER SOFTWARE PROGRAMS AND SOURCE CODES, OTHER THAN SUCH
COMPUTER SOFTWARE PROGRAMS AND SOURCE CODES SET FORTH ON SCHEDULE 2.2(I).
(B)
AFTER THE CLOSING DATE, PURCHASER SHALL TAKE ALL ACTIONS (OR SHALL CAUSE
ITS AFFILIATES TO TAKE ALL ACTIONS) REASONABLY REQUESTED BY THE SELLER ENTITIES
TO EFFECT THE PROVISIONS OF THIS SECTION 2.3, INCLUDING THE PROMPT RETURN OF ANY
EXCLUDED ASSETS AND ANY OTHER ASSETS THAT ARE NOT PURCHASED ASSETS THAT ARE
OWNED BY ANY ASSET SELLING ENTITY AND ARE TRANSFERRED TO