Newspaper Publisher in New York

Sale of assets of Daily Gazette Company which includes:

1. all Accounts Receivable;
2. all Purchaser Assumed Contracts to be set forth on the Purchaser Assumed Contracts List (as hereinafter defined);
3. all rights, claims, benefits and remedies with respect to security deposits held by third parties, advances and other payments made by Seller prior to the Closing for goods and services to be received after the Closing, and all other rebates, refunds, returns, rights of setoff, rights of recoupment and credits of Seller with respect to any third party (“Deposits”);
4. all tangible personal property owned by Seller related to, used in, or held for use in the conduct of the Business, including merchandise, supplies, materials, samples, machinery, equipment, Inventory, work in process, televisions, monitors, video players, computers, hardware, electronics, file servers, scanners, printers, networks, copiers, furniture, furnishings, fixtures, telephone lines, telecopy machines, telecommunications equipment, firmware, middleware, workstations, routers, hubs, switches, data communications lines, storeroom contents, spare parts, vehicles, improvements, shipping materials, packaging materials, raw materials and other consumables relating to or available for sale or use in connection with the Business, and all rights, title and interest of Seller in and to any personal property subject to a lease or financial lease that is related to, used in, or held for use in the conduct of the Business (collectively, the “Tangible Personal Property”);
5. all leasehold rights, title and interests in real property and leasehold improvements, fixtures and other appurtenances held by Seller or any of its Subsidiaries, including all security deposits, reserves, prepaid rent and other rights and privileges related thereto, including without limitation all rights, claims, benefits and remedies with respect to each Real Property Lease, if any;
6. all rights, title and interests in the Owned Real Property, and all improvements, fixtures, and other appurtenances, including any security deposits, reserves, prepaid rent and other rights and privileges related thereto, including without limitation all rights, claims, benefits and remedies with respect to such Owned Real Property;
7. the Intellectual Property, together with any and all (i) corresponding rights that may be secured in connection therewith anywhere in the world, (ii) copies and electronic, tangible and other embodiments thereof, (iii) rights to collect income and royalties and to recover damages or lost profits in connection therewith, and (iv) rights to sue and recover and other rights and remedies related thereto for past, present or future infringement, dilution, misappropriation or other violation thereof;
8. to the extent transferable and/or assignable, after giving effect to the Sale Order, all of the rights and benefits accruing from and after the Closing under any of the Purchaser Assumed Contracts, including each Real Property Lease, if any, personal property lease or Intellectual Property License that is a Purchaser Assumed Contract;
9. all books and records, including blueprints, drawings and other technical papers, equipment manuals and maintenance records, inventory records and data, asset history records and data, production records and data, service records and data, quality control records and data, customer records and data, supplier records and data, sales records and data, accounting records and data (including ledgers and books of original entry), insurance records and files, Intended Employee records and files, payroll records and files, regulatory compliance records and files, environmental compliance records and files, any applicable employee safety and health laws and regulations compliance records and files, any documents relating to marketing, advertising or promotional materials, and any and all other correspondence, literature, records, data and files used in, related to, required for the conduct of or otherwise beneficial to the Business or any of the Purchased Assets, to the extent transferrable by Law (“Books and Records”);
10. all rights and benefits accruing under any Licenses held, used or made by Seller in the Business to the extent assignable;
11. all warranties and guarantees related to the Purchased Assets, to the extent assignable, including warranties and guarantees made by suppliers, manufacturers and contractors under the Purchased Assets, and claims against suppliers and other third parties in connection with the Purchaser Assumed Contracts;
12. all assignable third party property and casualty insurance policy proceeds and rights thereto in respect of the Business relating to losses;
13. all rights of Seller under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business or the Purchased Assets (or any portion thereof);
14. all non-disclosure or other confidentiality agreements entered between Seller and any potential purchaser of the Purchased Assets;
15. all goodwill and other intangible assets associated with the Business, including customer, distribution, and supplier lists, and any other lists proprietary to the Business (in each case, other than the Excluded Assets); and
16. all other assets, properties, rights and claims of Seller of any kind or nature which relate to the Business, which are used or useful in or held for use in the Business, or which relate to the Purchased Assets (in each case, other than the Excluded Assets) not otherwise described in this Section 1.1.