WC owns the brand:
all cash (including, without limitation, checking account balances, certificates of deposit and other time deposits and petty cash) and marketable and other securities;
(b)
all Accounts Receivable;
(c)
all Equipment;
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(d)
all Contracts and Leases listed or described on Schedule 2.1(d), including all rights, benefits and interests to any Contract or Lease, as well as any orders received by Sellers in the ordinary course of business which have not been filled on or prior to the Closing Date (the “Assumed Contracts”);
(e)
all Permits and pending applications therefor, in each case to the extent assignable, including those Permits listed on Schedule 2.1(e);
(f)
all Intellectual Property (including all goodwill associated therewith), including the Intellectual Property listed on Schedule 2.1(f);
(g)
all Products, including all products in development by Sellers;
(h)
all prepaid expenses, trade credits, accounts receivable, note receivables, take or pay amounts receivable, other receivables, and prepayments attributable to the Business, which includes prepayments under any Assumed Contracts;
(i)
all Documents except those (i) relating solely to any Excluded Asset or Excluded Liability; or (ii) relating to Employees of Sellers who are not transferred Employees;
(j)
all electronic mail addresses, telephone, telex and telephone facsimile numbers and other directory listings used in connection with the Business and/or owned by Sellers, to the extent assignable under applicable law;
(k)
all goodwill and other intangible assets associated with the Business or the Purchased Assets including each of the Debtors’ corporate names;
(l)
all Domain Names and Internet protocol addresses;
(m)
[Deleted];
(n)
the Transferred Actions;
(o)
to the extent assignable under applicable law, any proprietary rights in Internet protocol addresses, Domain Names, ideas, concepts, methods, processes, formulae, models, methodologies, algorithms, reports, data, customer lists, mailing lists, business plans, market surveys, market research studies, websites, information contained on drawings and other documents, information relating to research, development or testing, and documentation and media constituting, describing or relating to the Intellectual Property, including memoranda, manuals, technical specifications and other records wherever created throughout the world,
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but excluding reports of accountants, investment bankers, crisis managers, turnaround consultants and financial advisors or consultants;
(p)
all rights to proceeds under insurance policies to the extent related to or payable in connection with any of the Purchased Assets, the Assumed Liabilities or the Business (including without limitation, returns and refunds of any premiums paid or other amounts due back to Sellers with respect to cancelled policies), unless not assignable as a matter of law;
(q)
all Tax refunds for Tax Returns filed for Tax periods occurring prior to the Petition Date;
(r)
all advertising, marketing and promotional materials, studies, reports and all other printed or written materials relating to the Business and/or owned by Sellers;
(s)
all Inventory of Sellers, wherever located, including, without limitation, outstanding sale orders for Inventory, any Inventory held by third parties on a consignment basis and Inventory held by third party suppliers, manufacturers or processors that has been paid for by Sellers prior to the Closing Date; all rights of Sellers under non-disclosure or confidentiality, non-disparagement, non-compete, or non-solicitation agreements with former employees of Sellers, agents of Sellers, or with third parties;
(t)
all Deposits;
(u)
any rights, claims, refunds, causes of action, rights of recovery, rights of recoupment and rights of setoff of Sellers arising out of events occurring prior to the Closing Date (including any Transferred Action) of every kind and nature (whether known, not known or unknown or contingent or non-contingent), including but not limited to any rights under or pursuant to any and all warranties, representations, guarantees or licenses made or granted by suppliers, manufacturers and contractors relating to Equipment, Inventory or other products sold, or services provided, to Sellers and the right to receive and retain mail, Accounts Receivable payments and other communications of Sellers and the right to bill and receive payment for products shipped or delivered and services performed but unbilled or unpaid as of the Closing, except to the extent any of the foregoing is related to an Excluded Asset;
(v)
any and all other personal property, assets, possessions, or belongings of Sellers acquired prior to the Closing Date, except any Excluded Assets, provided, however, that the parties do not intend that Purchaser or its Affiliates shall be deemed to be a successor to Sellers, or any of their Affiliates, with respect to the Purchased Assets;
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(w)
[Deleted]; and
(x)
all other assets related to, associated with or used in the conduct of Business and/or the Acquired Assets excepting therefrom the
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