Sale Assets. All of the right, title and interest in and to all assets, rights and properties that the Seller possesses, owns or uses in connection with, or related to, the Business, including without limitation: (i) all UPS systems, generators, mechanical infrastructure, data center equipment, racks, cabinets, PDUs, networking equipment including routers and switches and other tangible assets (including tangible assets supporting access systems, video surveillance, DCIIM and monitoring systems) owned by... Seller; (ii) the Lease and rights thereunder; (iii) the Business Instruments other than the Lease; (iv) indentures, mortgages, instruments, security interests, guaranties, other similar arrangements, and rights thereunder; (v) Receivables; (vi) claims, deposits, prepayments, refunds, causes of action, chooses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item related to the payment of taxes); (vii) Permits and similar rights from Governmental Entities; (viii) IP Transit Agreement providing 4 years of free internet service]and (ix) books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, and specifications, studies, reports, and other printed or written materials; provided, however, that the Sale Assets will not include (A) the governing instrument of the limited liability company, qualifications to conduct business as a foreign entity, arrangements with registered agents related to foreign qualifications, taxpayer and other identification numbers, seals, minute books, stock transfer books, blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller as a limited liability company; or (B) the Excluded Assets.View More
