Assets of Data Management Software Business

Sale of substantially all of assets of the S3 Digital Corp., including, without limitation, all of Seller's right, title, and interest in, to and under the following:

1. All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and all other tangible personal property (the "Tangible Personal Property");
2. All Accounts Receivable;
3. All Books and Records (other than those described in Section 2.2(e), which shall be Excluded Assets);
4. The Contracts listed or described on Schedule 2.1(d) attached hereto (collectively, the "Transferred Contracts");
5. (i) all Seller Intellectual Property, including, without limitation, the Intellectual Property set forth on Schedule 2.1(e). and (ii) all rights as to. Actions and other Claims for and/or remedies against infringements, dilutions, misappropriations, and other violations thereof, rights of priority and protection of interests therein and all tangible embodiments thereof:
6. All Permits that relate in any way to the Business or the Purchased Assets (to the extent transferable to Purchaser);
7. All insurance benefits, rights and proceeds, and other refunds, rebates. discounts and credits, performance and other bonds, security and other deposits, advance payments, prepaid expenses and any other prepayments in favor of Seller to the extent relating to the Business, the Purchased Assets or the Assumed Liabilities;
8. All goodwill associated with the Business and the Purchased Assets;
9. (i) all Claims and Actions, whether known or unknown, that Seller may have against Purchaser, its Affiliates (except pursuant to this Agreement or an Ancillary Agreement) or any Employee hired by Purchaser after the Closing, and (ii) all Claims and Actions, whether known or unknown, that Seller may have against any third parties in respect of the Purchased Assets or the Assumed Liabilities: provided, however, that any Claims or Actions that cannot be assigned to Purchaser pursuant to this Section 2.1(i) shall be released or waived by Seller;
10. Other than those described in Section 2.1(i). all rights, privileges. Claims and Actions in respect of prepayments, refunds, warranty claims, indemnification agreements in favor of Seller with, and indemnification and similar rights against, third parties, and any other rights or Claims with respect to the Purchased Assets or Assumed Liabilities.