THE OUT-BOUND LICENSES IDENTIFIED ON SCHEDULE 1.1(A)(V) (THE
"PURCHASED OUT-BOUND LICENSES");
(VI)
THE OUTSTANDING SHARES OF CAPITAL STOCK OF
EACH OF THE SUBSIDIARIES OF SELLER LISTED ON SCHEDULE 1.1(A)(VI) (COLLECTIVELY,
"PURCHASED SHARES") AND ALL MINUTE BOOKS AND OTHER CORPORATE RECORDS RELATING TO
THE PURCHASED SUBSIDIARIES;
(VII)
ALL ACCOUNTS RECEIVABLE ARISING PURSUANT TO THE
PURCHASED CONTRACTS OR OTHERWISE DERIVED FROM THE OPERATIONS OF THE BUSINESS;
(VIII)
ALL FEDERAL, FOREIGN, STATE, LOCAL OR OTHER
GOVERNMENTAL CONSENTS, LICENSES, PERMITS, GRANTS OR AUTHORIZATIONS AND THE LIKE
OWNED, HELD OR UTILIZED BY SELLER IN THE OPERATION OF THE BUSINESS, SUBJECT TO
SECTION 7.2 OF THIS AGREEMENT, TO THE EXTENT SELLER IS PERMITTED TO TRANSFER OR
ASSIGN THE SAME TO BUYER AND DOES NOT NEED TO RETAIN THEM TO OPERATE THE
RETAINED BUSINESS (THE "AUTHORIZATIONS");
(IX)
THE TANGIBLE ASSETS OF SELLER, INCLUDING
INVENTORY, MACHINERY, EQUIPMENT, OFFICE SUPPLIES, FURNITURE, LEASEHOLD
IMPROVEMENTS, VEHICLES AND OTHER TANGIBLE PERSONAL PROPERTY OF SELLER, THAT ARE
IDENTIFIED ON SCHEDULE 1.1(A)(IX), PLUS SUCH ADDITIONS OR LESS ANY SUCH
DELETIONS THEREFROM AS OCCUR IN THE ORDINARY COURSE OF BUSINESS (COLLECTIVELY,
THE "PURCHASED PERSONAL PROPERTY");
(X)
ALL OF SELLER'S RIGHTS, CLAIMS, CREDITS,
CAUSES OF ACTION OR RIGHTS OF SET-OFF AGAINST THIRD PARTIES RELATING TO THE
PURCHASED ASSETS, INCLUDING ALL RIGHTS TO SEEK AND OBTAIN INJUNCTIVE RELIEF AND
TO RECOVER DAMAGES FOR PAST, PRESENT AND FUTURE INFRINGEMENT OF PURCHASED IP
RIGHTS;
(XI)
TO THE EXTENT PERMITTED BY APPLICABLE LAW,
COPIES OF ALL BOOKS AND RECORDS OF SELLER (INCLUDING THOSE KEPT IN ELECTRONIC
FORM) TO THE EXTENT EXCLUSIVELY PERTAINING TO OR NECESSARY FOR THE OPERATION OF
THE BUSINESS, THE PURCHASED ASSETS OR THE ASSUMED LIABILITIES;
(XII)
ANY EMPLOYEE PLAN OR INTEREST IN ANY EMPLOYEE
PLAN OF THE FOREIGN PURCHASED SUBSIDIARIES; AND
(XIII)
THE OTHER ASSETS OF SELLER IDENTIFIED IN
SCHEDULE 1.1(A)(XIII).
(B)
EXCLUDED ASSETS.
SELLER IS NOT SELLING,
ASSIGNING, TRANSFERRING OR CONVEYING TO BUYER HEREUNDER AND BUYER IS NOT
PURCHASING HEREUNDER ANY ASSETS OF SELLER OTHER THAN THE PURCHASED ASSETS
(COLLECTIVELY, "EXCLUDED ASSETS"), INCLUDING, WITHOUT LIMITATION, THE FOLLOWING:
2
(I)
ALL CASH AND CASH EQUIVALENTS ON HAND
AND IN BANKS, INCLUDING PETTY CASH, SECURITY DEPOSITS, LETTERS OF CREDIT ISSUED
BY SELLER AND ANY OTHER RESTRICTED CASH OR CASH ASSETS;
(II)
ALL ACCOUNTS RECEIVABLE ARISING PURSUANT
TO CONTRACTS OR OTHER DOCUMENTS OTHER THAN THE PURCHASED CONTRACTS;
(III)
ALL RIGHTS TO REFUNDS AND CREDITS WITH
RESPECT TO ANY TAXES PAID BY SELLER FOR ALL TAXABLE PERIODS ENDING ON OR PRIOR
TO THE EFFECTIVE DATE;
(IV)
ALL OF SELLER'S RIGHTS UNDER INTRA-COMPANY
LICENSES;
(V)
ANY EMPLOYEE PLAN OR INTEREST IN ANY
EMPLOYEE PLAN, OTHER THAN EMPLOYEE PLANS OR INTEREST IN EMPLOYEE PLANS OF THE
FOREIGN PURCHASED SUBSIDIARIES;
(VI)
ALL RIGHTS AND INTEREST IN INSURANCE POLICIES
OF SELLER AND ANY SUBSIDIARY OF SELLER, INCLUDING PREPAID INSURANCE PREMIUMS,
UNEARNED REFUNDS AND CLAIM PROCEEDS; AND
(VII)
ALL OF SELLER'S RIGHTS, TITLES AND INTERESTS,
WHETHER PRESENTLY EXISTING OR ARISING HEREAFTER, IN ASSETS OTHER THAN THE
PURCHASED ASSETS.
(C)
LIABILITIES ASSUMED BY BUYER.
UPON THE
TERMS AND SUBJECT TO THE CONDITIONS OF THIS AGREEMENT,