Common use of Acquired Assets Clause in Contracts

Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.

Acquired Assets. Seller has legal (a) The execution and beneficial ownership delivery of this Agreement and goodthe consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, valid or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title in and to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any Liensmaterial liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other than in respect of: (a) the patents undertakings relating to the Acquired Assets to which Sellers are legally owned a party or by Borody for which they or the benefit Acquired Assets are bound. All of Seller such contracts, agreements, leases, licenses and which Borody commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments any of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear upon the consummation of any Liensthe transactions contemplated hereby, other than Buyer will be entitled to use the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are to the subject full extent that Sellers used the same immediately prior to the transfer of the grant Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of a licence customary oil and gas drilling on the Mineral Leases after the Closing in accordance with Section 4. The Acquired Assets are in good applicable laws, rules and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesregulations.

Acquired Assets. Seller has legal On the terms and beneficial ownership and good, valid and marketable title in and subject to the Acquired Assetsconditions of this Agreement, at the Closing, Graco and Graco US Finishing Brands shall, and shall cause Sellers to, sell, convey, transfer and deliver to Purchasers, and Purchaser Parent and US Purchaser shall, and shall cause Purchasers to, purchase from Sellers, free and clear of any Liens (except for Permitted Liens), other than all of the following (all of the following being the “Acquired Assets”): (i) all of the equity ownership interests, beneficial or otherwise, in respect of: the entities listed on Schedule 2.1(i) (collectively, the “Acquired Subsidiaries”), each of which is a wholly-owned direct or indirect Subsidiary of Graco; (ii) the rights under such Contracts as are set forth on Schedule 2.1(ii) (the “Acquired ITW Ancillary Agreements”), and (iii) all of the assets, properties, rights, claims, privileges, and interests of the Asset Selling Subsidiaries of every kind and character and wherever located, in each case, relating to, used in, or arising out of the Liquid Finishing Business, except for the Excluded Assets (the “Asset Selling Subsidiaries Acquired Assets”). Without limiting the generality of the foregoing, the Asset Selling Subsidiaries Acquired Assets include all of the Asset Selling Subsidiaries’ right, title and interest in and to the following, except to the extent constituting Excluded Assets: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit Seller Owned Real Property, together with all buildings, structures, installations, fixtures and other improvements situated thereon and all easements, rights of Seller way and which Borody will transfer to Buyer at Closingother rights, interests and appurtenances of any Asset Selling Subsidiary therein or thereunto pertaining; (b) the Charges Real Property Leases to which will be created on the Effective Date any Asset Selling Subsidiary is a party and all interests of any Asset Selling Subsidiary therein, including real estate fixtures, leasehold improvements, security and other deposits, common-area-maintenance refunds, adjustments, and other amounts now or hereafter payable to any Asset Selling Subsidiary under or in accordance with Section 6.1A; and respect of such leases; (c) the Assumed Liabilitiesaccounts receivable (including, but not limited to, all Extra-Liquid Finishing Business Intercompany Accounts Receivable), notes receivable, prepaid expenses, prepayments by customers, and upon delivery deposits held by any Asset Selling Subsidiary relating to Buyer at Closing the Liquid Finishing Business; (d) all tangible personal property (including machinery, equipment, parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools) of any Asset Selling Subsidiary used in the Liquid Finishing Business, including, but not limited to, all tooling, molds, dies and other equipment in which Graco US Finishing Brands has any rights or interests pursuant to that certain Settlement Agreement, dated as of October 23, 2008, by and among Graco US Finishing Brands (as the assignee of ITW Parent and ITW US Seller), 3M Company and 3M Innovative Properties and that certain Supply and License Agreement, dated as of October 23, 2008, by and among Graco US Finishing Brands (as the assignee of ITW Parent and ITW US Seller), 3M Company and 3M Innovative Properties; (e) the 3M-Related Agreements and all Contracts of any Asset Selling Subsidiary relating to the Liquid Finishing Business (the “Acquired Contracts”), including the Contracts to which any Asset Selling Subsidiary is a party as set forth on Schedule 4.10(e), but excluding any Contract to which any Asset Selling Subsidiary is a party that is not disclosed in Schedule 4.11 if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and (ii) the assumption of such Contract by any Purchaser would, in such Purchaser’s reasonable determination, materially and adversely affect such Purchaser, unless Purchaser Parent gives written notice to Graco that it deems such Contract to constitute an Acquired Contract; (f) all Business Intellectual Property of the instruments Asset Selling Subsidiaries, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of transfer contemplated interests therein under the laws of all jurisdictions, including the DeKups Intellectual Property owned by Sections 8.1.3 any Asset Selling Subsidiary and 8.1.5the Intellectual Property owned by any Asset Selling Subsidiary as listed on Schedule 1.2(a) or Schedule 1.4; (g) all Permits issued to or held by any Asset Selling Subsidiary and relating to the Liquid Finishing Business, Buyer shall thereby acquire legal to the extent transferable; (h) all Books and beneficial ownership Records of any Asset Selling Subsidiary relating to the Liquid Finishing Business (except for the Books and goodRecords identified as Excluded Assets); provided, valid however, that: (1) where any such Books and marketable title in Records contain information that relates to both the Liquid Finishing Business and to any other business of Graco or any of its Affiliates and such information cannot be segregated in a manner that preserves the usefulness of such information as it relates to the Liquid Finishing Business, the Asset Selling Subsidiaries Acquired AssetsAssets shall include originals of such Books and Records and the applicable Asset Selling Subsidiary shall be entitled to retain copies of such Books and Records, free except that following the Closing Date Purchaser Parent shall cause Purchasers to provide Graco access to the originals of such Books and clear Records where copies of such Books and Records are insufficient for evidentiary or regulatory purposes; or (2) where any such Books and Records contain information for which an Asset Selling Subsidiary has a legal obligation to retain the originals of such Books and Records, the Asset Selling Subsidiaries Acquired Assets shall include only copies of such Books and Records and the applicable Asset Selling Subsidiary shall be entitled to retain the originals of such Books and Records, except that following the Closing Date the applicable Asset Selling Subsidiary shall provide Purchaser Parent access to the originals of such Books and Records where copies of such Books and Records are insufficient for evidentiary or regulatory purposes; (i) all claims, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes) of any LiensAsset Selling Subsidiary relating to the Liquid Finishing Business, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable except for the uses for which used by Seller. The Acquired Excluded Assets comprise described in Sections 2.2(h) and 2.2(i); (j) all of inventory (including finished products, work in process, raw materials, supplies, spare parts, and packaging materials) in the material assets, possession of any typeAsset Selling Subsidiary (including inventory at customer locations or in transit or otherwise owned by any Asset Selling Subsidiary) relating to the Liquid Finishing Business; (k) all goodwill of any Asset Selling Subsidiary relating to the Liquid Finishing Business; (l) all tangible personal property of any Asset Selling Subsidiary listed on Schedule 2.1(l); (m) the Assigned Section 6.2(g) Rights and Benefits, necessary for the exploitation Assigned Transition Services Rights and Benefits and the Assigned Transitional Trademark License Rights and Benefits; (n) any Retained Powder Finishing Business Account Receivable which is an asset of the Acquired Assets or conduct of business Graco Australia; and (o) all assets held with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed LiabilitiesBenefit Plans/Schemes.

Acquired Assets. Seller has legal At Closing, upon the terms and beneficial ownership and good, valid and marketable title in and subject to the Acquired Assetsconditions of this Agreement and in exchange for the consideration set forth herein and the assumption of the Assumed Liabilities by Bayer, Maxygen and Holdings shall, and shall cause their Affiliates to assign, transfer, convey and deliver (provided that such delivery shall be subject to Sections 4.4(c)(iii) and 4.4(d)) to Bayer, free and clear of any all Liens, other than and Bayer shall acquire and receive, subject to the terms and conditions of this Agreement, from Maxygen, Holdings and each of their Affiliates, all of Maxygen’s, Holdings’ and each of their Affiliates’ right, title and interest in respect of: and to the following assets (the “Acquired Assets”): (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, Intellectual Property; (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and Inventory; (c) to the Assumed Liabilitiesextent transferable, all Governmental Approvals and upon delivery to Buyer at Closing all pending applications for Governmental Approvals for the use of the instruments Compounds; (d) all rights, claims, credits or rights of transfer contemplated by Sections 8.1.3 set-off with respect to Acquired Assets arising at any time, whether liquidated or unliquidated, fixed or contingent, including rights of indemnification, hold harmless agreements, covenants not to prosecute and 8.1.5other agreements; (e) the Regulatory Information; and (f) the Acquired Books and Records. Schedule 2.1 lists (i) the applicable entity (Maxygen, Buyer shall thereby acquire legal and beneficial ownership and goodHoldings or otherwise) that will, valid and marketable title in and subject to the Acquired Assetsterms and conditions of this Agreement, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the transfer certain specific Acquired Assets or conduct of business with respect to license the Acquired Assets Intellectual Property under the License Agreement, and (ii) the exploitation amount of the Technology Purchase Price to be allocated to each such Acquired Asset and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiessuch Intellectual Property.

Acquired Assets. Seller has legal On the terms and beneficial ownership subject to the conditions set forth in this Agreement, at the Closing, Sellers shall sell, assign, transfer, convey and gooddeliver, valid or cause to be sold, assigned, transferred, conveyed and marketable delivered, to Buyer, and Buyer shall purchase and accept from Sellers, (i) all of Sellers' rights, title and interests in and to (x) all of the assets, properties, rights and claims of TG Canada relating primarily to the Gasboy line of business, and (y) all of the assets, properties, rights and claims of Gasboy, in each case excluding the Excluded Assets and the Excluded Subsidiaries ((x) and (y) being collectively referred to herein as the "Gasboy Assets") and (ii) all of Sellers' rights, title and interests in and to the Business, including all the assets, properties, rights, and claims of Sellers related to the Business including MSI (other than the Excluded Assets, the Excluded Subsidiaries and the Gasboy Assets), as the same shall exist at the Closing (such rights, title and interests in and to all such assets, properties, rights and claims described in this clause (ii) being collectively referred to herein as the "Tokheim Assets" and, together with the Gasboy Assets, the "Acquired Assets, "). The sale and purchase of the Acquired Assets shall be free and clear of any Liensall Encumbrances (to the extent applicable as provided in the Sale Order), in each case other than in respect of: (a) the patents relating Permitted Encumbrances and Assumed Liabilities. Notwithstanding anything to the contrary contained in this Agreement, the terms Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at ClosingAssets, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, Excluded Assets and upon delivery Excluded Liabilities do not refer to Buyer at Closing the Excluded Subsidiaries. The Acquired Assets shall include, but not be limited to, all of the instruments of transfer contemplated by Sections 8.1.3 Sellers' rights, title and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title interests in and to the Acquired Assetsassets, free properties, rights and clear claims described in the following clauses (a) through (m) below (except as expressly excluded under Section 1.2 below): (a) All of those items of equipment, machinery, vehicles, tooling, dies, accessories, furniture and other tangible personal property owned by Sellers listed or referred to on Schedule 1.1(a) (which Schedule may include items that are subject to capitalized leases) and any Liensother tangible personal property acquired by Sellers in the ordinary course of business consistent with past practice after the date hereof but prior to the Closing in connection with the Business (collectively, other than the Assumed Liabilities "Personal Property"). As used in this Agreement, the Personal Property shall not include the fixtures located on real property not included in Real Property or those Acquired Assets which are not capable of being transferred Inventory. (b) All supplies, goods, materials, work in process, inventory and are stock in trade owned by Sellers for use or sale in the subject ordinary course of the grant of a licence in accordance with Section 4. Business (collectively, the "Inventory"). (c) The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.owned real property described on Schedule 1.1

Acquired Assets. Seller has legal 6.8.1 To the extent Acquired Assets are specifically identified in a Supplement, Kraft agrees to convey (or shall cause the applicable Eligible Recipient to convey) to Supplier, and beneficial ownership Supplier agrees (or shall cause an Affiliate to agree) to accept, as of the Commencement Date, all of Kraft’s (or the applicable Eligible Recipient’s) right, title and good, valid and marketable title interest in and to the Acquired Assets, free and clear of any Liens, other than the Acquired Assets in respect of: the Deferred Countries. In consideration for such conveyance, Supplier agrees to pay Kraft on the Commencement Date the Acquired Assets Credit specified in the applicable Supplement. In addition, Supplier shall be responsible for, and shall pay, or provide evidence of exemption from, all sales, use, goods and services and other similar taxes arising out of the conveyance of the Acquired Assets, excluding income taxes and franchise taxes. Kraft represents and warrants to Supplier that Supplier (aor its Affiliates) the patents relating shall take good title to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing as of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired AssetsCommencement Date, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4all liens. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation conveyance of the Acquired Assets or conduct shall be effected by the delivery of business with respect each Acquired Asset to the Supplier where possible or, where this is not possible, by the delivery of a ▇▇▇▇ of sale in substantially the form set forth in Exhibit 2. Except as otherwise expressly provided in this Section 6.8, Kraft CONVEYS THE ACQUIRED ASSETS TO SUPPLIER ON AN AS-IS, WHERE-IS AND WITH-ALL-FAULTS BASIS. KRAFT HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and Supplier shall pay for the Acquired Assets and in each Deferred Country, on the exploitation of same terms described in this Section 6.8.1, on the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesdate Supplier assumes responsibility for providing Services from such country.

Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable title in and Title to the Acquired Assets, free and clear of any Liens, other than in respect of: ; Allied Shares. (aI) the patents relating to the Acquired Assets which are legally owned by Borody Except for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Retained Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation Allied Assets are the only assets, properties, rights and interests used by the Companies or Allied in connection with the Business. The Acquired Assets to be conveyed to Buyer under this Agreement, together with cash, and the Allied Assets constitute all of the Technology assets, properties, rights and interests necessary to conduct the Products by Buyer Business in substantially the same manner as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation Companies prior to the date of this Agreement. None of the Acquired Assets or the operation Allied Assets have any material defects or are in need of business maintenance or repair, except for ordinary maintenance and repairs. Each Company has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and, in respect the case of the Asset Sellers, transfer to Buyer, each of their respective Assets, including, without limitation, all dies, molds or other tooling or equipment use in the Business, whether located at the Companies' facilities or at the facilities of their Customers or suppliers, and the Acquired Assets and the Allied Assets (collectively, the "Assets") are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens and the Liens required to be released under Sections 3.2, 4.2(k) and 4.3(k). The consummation of the transactions contemplated by this Agreement (including, without limitation, the transfer or assignment of the Acquired Assets Assets, and all rights and interests therein, to Buyer as contemplated herein) will not adversely affect such title or the exploitation rights, or any terms of the Technology applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. Except as otherwise disclosed in the Schedule entitled "Contracts", none of the Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the Products sole control of the Companies. Each Company has the right under valid and existing leases to occupy, use or control all properties and assets leased by it. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by an Asset Seller) or full right to possess and use (as to all Acquired Assets not owned by an Asset Seller) to the Acquired Assets in Buyer, free and clear of all Liens and Claims of any kind or nature whatsoever, except for current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable and Liens securing obligations under those installment contracts, capital leases or vehicle or computer hardware and software sales contracts that are disclosed on the Schedule entitled "Contracts" and that will not be transferred to assumed by Buyer hereunder(collectively, "Permitted Liens"). The Schedule entitled "Fixed Assets" attached hereto contains true, correct and complete lists of all fixed assets with an individual net book value in excess of $10,000 used in connection with the Business as of the dates specified therein. No Company owns or holds any marketable Securities. (II) Allied has an authorized capital consisting solely of 9000 shares of Common Stock, without par value, of which 928 shares, and only 928 shares, are issued and outstanding, and of which none are held as treasury shares. All of such Allied Shares are duly authorized, validly issued, fully paid and non-assessable, and there are no other securities of Allied of any class issued, reserved for issuance or outstanding. There are no outstanding Liabilities options, offers, warrants, conversion rights, subscriptions, or Liens related agreements or rights of any kind to subscribe for or to purchase, or commitments to issue (either formal or informal, firm or contingent) shares of capital stock or other securities of Allied, whether debt, equity or a combination thereof, or obligating Allied to grant, extend or enter into any such agreement or commitment. The Allied Shareholders are the sole holders of record and beneficial owners of such number of Allied Shares as are set forth on Schedule 1.3. Good, valid and marketable title to the Acquired Assets or Allied Shares which the Products Allied Shareholders purport to own is held by the Allied Shareholders, free and clear of all Liens and Claims. The certificates and other than documents representing the Assumed LiabilitiesAllied Shares to be delivered to Buyer at the Closing are valid and genuine.

Acquired Assets. (a) Subject to the terms and the conditions set forth in this Agreement and on the basis of the representations and warranties herein, Seller has legal shall sell, convey, transfer, assign and beneficial ownership deliver to Buyer and goodBuyer shall purchase, valid receive and marketable accept from Seller all rights, title and interest in and to the Acquired Assetsassets and properties of every kind, free character and clear of any Liens, description (other than property and rights specifically excluded in respect of: (a) this Agreement), owned or leased by Seller and used in the patents relating to operation and management of the Acquired Assets which are legally owned by Borody Business, or otherwise for the benefit of Seller the Business, whether tangible, intangible, real, personal or mixed, movable or fixed, and which Borody will transfer wherever located (collectively referred to Buyer at Closing, hereinafter as the “Acquired Assets”). (b) With the Charges which will be created exception of the Excluded Assets, the Acquired Assets include all tangible property, accounts (including accounts receivable), machinery, equipment, inventories, tenant improvements (regardless of whether they are accounted for as an asset on the Effective Date books of Seller), goodwill of the Business, software and computer programs, hardware, Intellectual Property (including the names “Specialty Hospital” and “SHA” and all other trade names and acronyms under which Seller conducts the Business or by which Seller or the Business is commonly known), prepaid expenses (other than insurance or prepaid other assets) and deposits, Assigned Contracts, Assigned Personal Property Leases, books and records (including all patient charts and records, patient lists and appointment books relating to patients treated by the Business to the extent transferable under applicable law), any Seller policies and procedures relating to the Business, telephone and facsimile numbers, all Licenses and permits (including drug and nuclear licenses) to the extent transferable to Buyer, any federal, state, or local Medicare provider numbers and Certificates of Need (“CON”) as listed on Schedule 1.1 hereto, in accordance with Section 6.1A; each case to the extent transferable or otherwise capable of being assumed, sold and assigned, the Regulatory Agreements, the Owned Real Property, all benefits, proceeds and other amounts payable under any Seller policy of insurance relating to the Business, and proceeds of all of the foregoing assets. (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise shall include substantially all of the material assets, assets of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect Seller that are subject to the Acquired Assets Liens securing the Prepetition Loan Facilities and the exploitation DIP Facility. Case 14-00279 Doc 478 Filed 08/15/14 Entered 08/15/14 16:29:05 Desc Main Document Page 9 of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.111 692183/15/PHOENIX

Acquired Assets. Seller (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not to ZOI's knowledge result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets pursuant to (i) ZOI's articles of incorporation, bylaws, or agreements of limited partnership, as the case may be, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which ZOI is a party or by which it or any of its properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) ZOI has legal and beneficial ownership and good, valid good and marketable title in and to all of the Acquired Assets, free and clear of any Liensall mortgages, other than liens, leases, pledges, charges, encumbrances, equities or claims, except as expressly disclosed in respect of: Exhibit A to this Agreement. (ac) the patents relating to To ZOI's knowledge the Acquired Assets are not subject to any material liability, absolute or contingent, which are legally owned is not listed as a liability in Exhibit A to this Agreement, nor is ZOI subject to any liability, absolute or contingent, which has not been disclosed to and acknowledged by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date CLMI in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and writing prior to the Acquired Assets, free and clear Closing Date. (d) The list of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable set forth in Exhibit A of being transferred and are the subject this Agreement is an accurate description of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assetsassets of ZOI. (e) The list of Acquired Assets set forth in Exhibit A to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings to which ZOI is a party or by which it or its property is bound. Except as specified in Exhibit A, all of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to CLMI without the consent of any type, other party. (f) To ZOI's knowledge no consent is necessary for to effect the exploitation transfer to CLMI of any of the Acquired Assets or conduct and, upon the consummation of business with respect the transactions contemplated hereby, CLMI will be entitled to use the Acquired Assets and to the exploitation of full extent that CLMI used the Technology and same immediately prior to the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation transfer of the Acquired Assets Assets. (g) All of the machinery, equipment, furniture and fixtures as of the Closing Date will be in the same condition as on the date of this Agreement, normal wear and tear excepted. ZOI hereby conveys to CLMI (to the extent it is able under the applicable warranty documents) any and all product warranty or the operation of business similar rights that ZOI may have against third parties in respect of the condition of any Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed LiabilitiesAssets.

Acquired Assets. With respect to the Acquired Assets: (i) Seller has legal is the sole and beneficial ownership exclusive owner of, and have good, valid and marketable merchantable title in and to all of the Acquired Assets, free and clear of any all Liens, other than in respect of: and are exclusively entitled to possess and dispose of the same; (aii) the patents relating to Data includes all of the deliverables set forth on Exhibit A; (iii) with the exception of the rights and obligations expressly set forth in the Acquired Agreements, Seller has not sold the Acquired Assets which and there are legally owned by Borody for the benefit no outstanding options or rights to acquire or use, access or view in any manner all or any part of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear furthermore, for clarity, with the exception of the rights and obligations expressly set forth in the Acquired Agreements, no Third Party has any Liensoption or right (whether at law, other than the Assumed Liabilities pre-emptive, contractual, equitable or those Acquired Assets which are not otherwise) capable of being transferred and are the subject of the grant of a licence becoming an agreement to purchase from Seller, or to use, access, view, license or sublicense in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise any manner, all of the material assets, of or any type, necessary for the exploitation part of the Acquired Assets (including any option to use, view or conduct of business access the Data or an option to acquire a license to the Data at a specified price, specifically in connection with any Permits); (iv) with respect to the Acquired Assets Agreements: (1) Seller has made available true, correct and the exploitation complete copies of the Technology Acquired Agreements to which it is a party (including each amendment, supplement or modification thereto) to Purchaser; (2) the Acquired Agreements to which Seller is a party are binding and enforceable on Seller and to Seller’s Knowledge, binding and enforceable on the Products other parties to the Acquired Agreements in accordance with their terms, subject, in each case, to the qualification that such enforceability may be subject to: (i) bankruptcy, insolvency, fraudulent preference, reorganization or other Applicable Laws affecting creditor’s rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law); (3) except as set forth on Schedule 3.1(e), the Acquired Agreements to which Seller is a party and/or Seller’s rights thereunder may be freely transferred to the Purchaser in accordance with this Agreement without triggering any right for the counterparties to terminate or amend any of the Acquired Agreements; and (4) neither Seller, nor, to Seller’s Knowledge, any of the applicable counterparties to any of the Acquired Agreements to which Seller is a Party have at any time materially breached its obligations under any Acquired Agreement nor, to Seller’s Knowledge, has any event or circumstance occurred which with the passage of time and/or the giving of notice would become a material breach of any of Seller’s or any of the applicable counterparties’ obligations under any Acquired Agreement. Seller has not given or received written notice of termination of any Acquired Agreement to which Seller is a Party existing on the Closing Date; (v) with respect to the Permits included in the Acquired Assets, such Permits constitute all of the Permits used or necessary for the lawful ownership and operation of the Acquired Assets. Seller has made available to Purchaser true and complete copies of all such Permits issued to it. Seller is the authorized legal holder of such Permits and each such Permit is valid, binding and in full force and effect as to the Seller. Seller is not, and Seller has not received any written notice that it is, in default (or with the giving of notice or lapse of time or both, would be in default) under any such Permits and Seller has not received any written notice that any such Permit will be revoked or issued, renewed, or modified on terms or conditions that are substantially different than those currently in effect; and (vi) the surveys included in the Data were conducted and contain all such data as otherwise may be expected from similar surveys carried out by Buyer as same competent and diligent seismic contractors; all such data is organized, stored, and maintained in electronic format and/or on tape storage in accordance with industry practice; and all Data included in the Acquired Assets has been heretofore conducted by Sellerprocessed and produced in the practices and standards expected of a competent seismic contractor in a professional, careful, and competent manner; and there are no material assets agreements or properties owned, controlled, leased, licensed or used by Seller in the exploitation licenses relating to any part of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitieshave been disclosed to Purchaser.

Acquired Assets. (a) Seller has legal and beneficial ownership and owns good, valid and marketable title in and to the Acquired AssetsReal Property, free and clear of any Lienssubject only to Permitted Exceptions, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closingand, (b) the Charges which will be created on the Effective Date in accordance together with Section 6.1A; and (c) the Assumed LiabilitiesFCS, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in or a valid leasehold interest in, all of the other Acquired Assets and to all of the Acquired Assets, Assets are free and clear of all restrictions on or conditions to transfer or assignment, liens, defects, encumbrances and claims of any kind whatsoever, (collectively, “Liens”), other than those Liens which are described in Schedule 2.10(a) (the Assumed Liabilities or those Liens referred to in Schedule 2.10(a) are referred to herein as “Permitted Liens”); and Seller has the complete and unrestricted power, right and authority to transfer, sell, assign, convey and deliver the Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence to Buyer in accordance with Section 4the terms hereof. To the knowledge of Seller, Seller is not in violation of any zoning, building or safety ordinance, regulation or requirement or other law or regulation applicable to its properties, nor has it received any notice of violation with which it has not complied. (b) The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise constitute all of the material assets, of any typeproperties, licenses and other agreements which are presently being used primarily in, or necessary for to conduct, the exploitation Business as presently conducted. (c) The tangible property constituting a portion of the Acquired Assets has been maintained and serviced by Seller in accordance with the usual and customary practices of the Business, and Seller has not received any notice that any of such tangible property is in violation of any existing law or conduct of business with respect any building, zoning, health, safety or other ordinance, code or regulation; subject to the Acquired Assets and foregoing, the exploitation tangible property is sold as is. (d) Schedule 2.10(d) sets forth a list of all real property leases (the “Leases”) in effect as of the Technology date hereof under which Seller is a lessee or a successor or assignee of the tenancy interest therein, which leased real property is utilized in connection with the Business. All Leases are currently in full force and the Products by Buyer as same has been heretofore conducted by effect and constitute legal, valid and binding obligations of Seller, and, to Seller’s knowledge, the other parties thereto. Seller has made available to Buyer true, correct and complete copies of all Leases, including all amendments, modifications and renewals thereof. To Seller’s knowledge, there are no material assets defaults by the landlord under any of the Leases; Seller has not waived any rights under any of the Leases; and there is no pending or, to Seller’s knowledge, threatened action or properties ownedproceeding which could adversely affect Buyer’s use of the premises after consummation of the transactions contemplated hereby. No other party to a Lease has notified Seller of its intention to cease to perform any services required to be performed by it or withhold any payment required to be made by it thereunder. Except as disclosed in Schedule 2.10(d), controllednone of the Leases would require the consent or approval of any party thereto other than Seller or the consent or approval of any third party in connection with the consummation of the transactions contemplated hereby or contains any provision that, leasedas a result of the consummation of the transactions contemplated by this Agreement, licensed causes one or used more of the following to occur: (i) Seller is deemed to be in default, or there exists a lapse of time which would result in default, under such Lease (with or without the giving of notice and any cure period); (ii) automatically voids such Lease or renders voidable, by any party other than Seller, the Lease or provides any party other than Seller with a right to terminate or rescind such Lease; (iii) imposes any fine, penalty, charge or increase in payments or other charges required to be made by Seller in under such Lease; or (iv) otherwise modifies any of the exploitation material terms of such Lease. (e) Schedule 2.10(e) sets forth a list of all of the locations where any of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiespersonal property are located.

Acquired Assets. (a) In the event that, at any time or from time to time following the Closing, any Party identifies any asset that is included within the definition of Acquired Assets but such asset was not transferred as of Closing, then the Seller has legal shall, or shall cause the applicable Selling Party to, promptly transfer, or cause to be transferred, such asset to the Buyer for no additional consideration. Prior to any such transfer, the Seller shall, or shall cause the applicable Selling Party to, hold such asset in trust for the Buyer. (b) Notwithstanding the foregoing, if any Acquired Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without consent of a third party thereto, and beneficial ownership if any such consent is not obtained on or prior to the Closing Date, this Agreement and goodthe related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, valid and marketable title the Buyer or its designee(s) shall not assume the Seller’s rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in and to the Acquired Assets); provided, free that Seller shall, or shall cause the applicable Selling Party to, use reasonable best efforts to obtain any such consent as soon as reasonably practicable after the Closing Date and clear thereafter shall transfer and assign to the Buyer such Non-Transferable Assets for no additional consideration. Following any such assignment or transfer, such Non-Transferable Assets shall be deemed Acquired Assets for purposes of this Agreement. (c) After the Closing, the Seller shall, or shall cause the applicable Selling Party to, use commercially reasonable efforts to provide the Buyer or its designee(s) with all of the rights and benefits of any LiensNon-Transferable Assets after the Closing as if the appropriate consent had been obtained, including by granting subleases, sublicenses or other than in respect of: rights and establishing arrangements whereby the Buyer shall have the benefits of and shall undertake the obligation to perform under the Assumed Contracts (a) the patents relating to the Acquired Assets which are legally owned by Borody including enforcement for the benefit of Seller the Buyer of any and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing all rights of the instruments Seller against any other party arising out of transfer contemplated any breach or cancellation of any such Non-Transferable Assets by Sections 8.1.3 and 8.1.5such other party and, if requested by the Buyer, acting as an agent on behalf of the Buyer or as the Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title otherwise reasonably require). The Seller shall advise the Buyer in and writing at least ten (10) business days prior to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business Closing with respect to any Assumed Contract which the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same Seller knows or has been heretofore conducted by Seller, and there are no material assets substantial reason to believe will or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will may not be transferred to Buyer hereunder. There are no outstanding Liabilities assignable or Liens related transferable to the Acquired Assets or Buyer hereunder at the Products other than the Assumed LiabilitiesClosing.

Acquired Assets. Seller has legal For purposes of this Agreement and beneficial ownership and goodsubject to SECTION 2.5(b), valid and marketable title in and to the term "ACQUIRED ASSETS" means (i) the Equity Securities of the Acquired Assets, free and clear of any Liens, Companies (other than the Subsidiaries of the Acquired Companies) and in respect of: the Minority Investees and (ii) all the assets, properties, rights, title and other interests of Seller Parties primarily used or held for use in connection with the Acquired Business, whether tangible or intangible, real, personal or mixed, set forth or described in paragraphs (a) through (ll) below (including Contracts and Leases entered into by Seller Parties following the patents date hereof which constitute Assumed Contracts or Assumed Leases) whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller's financial statements (PROVIDED, that the Acquired Assets shall not include the Excluded Assets): (a) all franchise, prime license, license, sublicense, agency and dealer Contracts to which any of Seller Parties is a party listed in SECTION 3.15(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and the franchise, prime license, license, sublicense, agency and dealer Contracts relating to the Acquired Assets which are legally owned Business entered into by Borody for Seller Parties following the benefit of Seller and which Borody will transfer to Buyer at Closing, date hereof in compliance with SECTION 5.1(dd); (b) all marketing and barter Contracts to which any of Seller Parties is a party listed in SECTIONS 3.15(b) and 3.15(u) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, respectively, and such other written marketing Contracts relating to the Charges Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which will may be created terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the Effective Date in accordance with Section 6.1A; and conduct of business by any Seller Party; (c) the Assumed Liabilitiesall CorpRate Contracts to which any of Seller Parties is a party listed in SECTION 3.15(c) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or not required to be listed therein 20 pursuant to SECTION 3.15(c), and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and such other written CorpRate Contracts relating to the Acquired AssetsBusiness entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, free and clear without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any Liensassets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (d) all association Contracts to which any of Seller Parties is a party listed in SECTION 3.15(d) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or not required to be listed therein pursuant to SECTION 3.15(d), and such other written association Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (e) all joint venture, limited liability company and partnership Contracts to which any of Seller Parties is a party listed in SECTION 3.15(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE; (f) all affiliation Contracts to which any of Seller Parties is a party listed in SECTION 3.15(f) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and such other written affiliation Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (g) all general sales agency, travel agency and tour operator Contracts to which any of Seller Parties is a party listed in SECTION 3.15(g) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, and such other written general sales agency, travel agency and tour operator Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (h) all Contracts with Vehicles Manufacturers and Repurchase Programs to which any of Seller Parties is a party listed in SECTIONS 3.15(h) AND 3.28(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE (including the Ford Agreements); (i) all bus and truck lease Contracts to which any of Seller Parties is a party listed in SECTION 3.15(i) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, and such other written bus and truck lease Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice solely for purposes of replacing service buses and trucks which are Support Vehicles on the date of this Agreement and up to four service buses and trucks which are not replacements of such service buses and trucks; (j) all fuel supply Contracts to which any of Seller Parties is a party listed in SECTION 3.15(j) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and such other written fuel supply Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (k) (i) all vendor Contracts to which any of Seller Parties is a party listed in SECTIONS 3.15(k) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or not required to be listed therein pursuant to SECTIONS 3.15(k) (other than vendor Contracts not required to be listed in SECTION 3.15(k) OF THE SELLER PARTIES DISCLOSURE SCHEDULE with any Affiliate of Seller Parties or any director, officer, agent or any relative thereof), (ii) such other written vendor Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice (x) solely for purposes of replacing vendor Contracts listed in SECTION 3.15(k) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or not required to be listed therein upon the termination thereof, to the extent each such replacement vendor Contract (A) has a term not exceeding one year from the date of execution thereof and (B) does not require any of Seller Parties to make payments thereunder in amounts exceeding the amounts payable by Seller Parties under the vendor Contract so replaced (other than normal immaterial ordinary course increases) and (y) not contemplated by clause (x) above, which provide for payments thereunder not exceeding $25,000 for any individual Contract or $250,000 for all such Contracts in the aggregate, in each case in any calendar year and (iii) all other Contracts to which any of Seller Parties is a party listed in SECTION 3.15(m) OF THE DISCLOSURE SCHEDULE, other than those Contracts specified therein (i) that are not transferred and assumed by Buyer pursuant to the Agreements and (ii) that shall be terminated prior to Closing; (l) all Contracts relating to Assumed Indebtedness; (m) the TFFC MV Leases and the ▇▇▇▇ ▇▇ Lease (including, in each case, the guaranties of any Seller Party in respect of lease payments due thereunder) and the TEAM Interest and the Budget Interest (each as defined in the Amended and Restated Base Indenture, dated as of December 1, 1996, among TFFC, Seller and Deutsche Bank Trust Company Americas, as Trustee, and the various supplements thereto); (n) all insurance or reinsurance Contracts and/or policies and similar arrangements under which any Seller Party is an insured party listed in SECTION 3.25(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE (the "ACQUIRED INSURANCE CONTRACTS"); (o) all collective bargaining Contracts to which any of Seller Parties is a party listed in SECTION 3.15(l) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, and any collective bargaining Contracts relating to the Acquired Business entered into by any of Seller Parties following the date hereof in compliance with SECTION 5.1(r); (p) all Assumed Benefit Plans (including the Assumed Liabilities Benefit Plans Contracts) and all assets associated therewith (including, without limitation, all assets held in trust); (q) all License Agreements to which any of Seller Parties is a party and relating to the Acquired Business listed in SECTION 3.22(c) OF THE SELLER PARTIES DISCLOSURE SCHEDULE; PROVIDED, HOWEVER, that with respect to the rights, title and interest of Seller Parties in, to and under the License Agreement between Ryder Systems, Inc. ("RSI") and Ryder TRS, Inc., dated as of October 17, 1996, as amended (the "RYDER LICENSE AGREEMENT"), subject to the limitations, if any, imposed by a Final Order or those pursuant to a settlement agreement reasonably acceptable to Buyer, between Seller Parties and RSI resulting from the dispute between Seller Parties and RSI described in SECTION 3.13(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE; (r) all Airport Concessions to which any of Seller Parties is a party listed in SECTION 3.17(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, and such other Airport Concessions relating to the Acquired Assets Business to which any of Seller Parties becomes a party in the ordinary course of business consistent with past practice; (s) (i) all Leases to which any of Seller Parties is a party listed in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and not excluded from the transactions contemplated hereby pursuant to SECTION 2.4(a), and the Fixtures and appurtenances at the Premises subject thereto owned by any Seller Party and (ii) the Leases relating to the Acquired Business entered into by Seller Parties following the date hereof in compliance with SECTION 5.1(dd); (t) fee simple title to all Owned Real Property owned by any Seller Party listed in SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and the Fixtures and appurtenances thereat owned by any Seller Party; (u) all Rental Vehicles and Support Vehicles owned by Seller Parties (in each case, including Owned Vehicles); (v) all tools, machinery, replacement and spare parts and supplies relating to the Acquired Business; (w) all Intellectual Property (other than the License Agreements referred to in SECTION 2.3(q), which shall be subject to the provisions thereof); (x) the Permits held by or in connection with the Acquired Business, to the extent such Permits are not capable assignable to Buyer; (y) the Business Records and the Documents; (z) all accounts receivable relating to the Acquired Business, including, without limitation, (i) credit card receivables, direct ▇▇▇▇ receivables, tour receivables, Vehicle Manufacturer receivables, Franchisee receivables and subrogation receivables, excluding the receivables referred to in SECTION 2.4(h) and (ii) customer, Franchisee and Dealer deposits, security or collateral; (aa) all credits, prepaid expenses (including garage and gas inventory), deferred charges, advance payments, security deposits and prepaid items (and, in each case, security interests or liens from Third Parties relating thereto) related to any Acquired Asset or the Acquired Business; (bb) all vendor allowances, including volume and promotional incentive allowances and any other credits of Seller Entities received by or accruing to such Persons related to vendor Contracts that are being transferred and are assumed by Buyer or vendor Contracts with respect to which Buyer is assuming liabilities; (cc) all claims, judgments or causes of action of Seller Entities to the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of extent relating to any type, necessary for the exploitation of the Acquired Assets or conduct of business the Acquired Business, including claims for manufacturer's or vendor's warranties with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens products liability related to the Acquired Assets Assets, and claims related to the value, condition or title to the Acquired Assets; (dd) counterclaims, set-offs, recoupment rights or defenses with respect to the Assumed Liabilities; (ee) insurance claims and proceeds payable in respect of any casualty event related to any Acquired Asset or the Products Acquired Business; (ff) any and all rights of Seller Parties under the Business Acquisition Agreements (except for indemnification with respect to third-party claims, which shall be retained by Seller Parties to the extent of any third-party claims against Seller Parties made at any time); (gg) all confidentiality and similar agreements entered into by any Seller Party or any of their respective representatives in connection with a sale of the Acquired Business; (hh) all right, title and interest in and to the Telephone Numbers and all rights and interests in and to the Telephone Numbers used by any Seller Party; (ii) all bank accounts and lock-box accounts relating to the Acquired Business or held by any Acquired Company; (jj) all cash, cash deposits, surety, security and similar deposits, and negotiable and non-negotiable instruments of Seller Parties (other than the Assumed LiabilitiesCash Purchase Price and other amounts payable by Buyer to Seller Parties pursuant to this Agreement); (kk) all goodwill relating to the Acquired Business; and (ll) avoidance actions (if any) under Chapter 5 of the Bankruptcy Code (including Actions under section 544, 545, 547, 548, 549 or 550 thereof) against (i) the Acquired Companies or (ii) Buyer, Parent or their Affiliates.

Acquired Assets. Seller has legal On the terms and beneficial ownership and good, valid and marketable title in and subject to the Acquired Assetsconditions of this Agreement, at the Closing, Sellers shall sell, convey, transfer and deliver to Purchasers, and Purchasers shall purchase from Sellers, free and clear of any Liens (except for Permitted Liens), all of the assets, properties, rights, claims, privileges, and interests of Seller Parent and its Subsidiaries of every kind and character and wherever located, in each case relating to, used in, or arising out of the Finishing Business (including the equity ownership interests in certain of Seller Parent’s Subsidiaries through which the Finishing Business is conducted), except for the Excluded Assets (collectively, the “Acquired Assets”); provided, however, that Sellers shall sell, convey, transfer and deliver to IP Purchaser (or its designee(s)) the Acquired Assets described in and subject to the terms of subsection (f) below (the “Designated Acquired Assets”) at the Closing free and clear of all Liens, other than except for Permitted Liens. Without limiting the generality of the foregoing, the Acquired Assets include all of Sellers’ right, title and interest in respect of: and to the following: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit Seller Owned Real Property, together with all buildings, structures, installations, fixtures and other improvements situated thereon and all easements, rights of way and other rights, interests and appurtenances of any Seller and which Borody will transfer to Buyer at Closing, therein or thereunto pertaining; (b) the Charges Real Property Leases to which will be created on the Effective Date any Seller is a party and all interests of any Seller therein, including real estate fixtures, leasehold improvements, security and other deposits, common-area-maintenance refunds, adjustments, and other amounts now or hereafter payable to any Seller under or in accordance with Section 6.1A; and respect of such leases; (c) the Assumed Liabilitiesaccounts receivable, notes receivable, prepaid expenses, prepayments by customers, and upon delivery deposits held by any Seller relating to Buyer at Closing the Finishing Business; (d) all tangible personal property (including machinery, equipment, parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools) of any Seller used in the Finishing Business; (e) all Contracts of any Seller relating to the Finishing Business (the “Acquired Contracts”), including the Contracts set forth on Schedule 4.10(e), but excluding any Contract not disclosed in Section 4.11 of the instruments Disclosure Schedules if (i) such non-disclosure constitutes a misrepresentation under Section 4.11 and (ii) the assumption of transfer contemplated such Contract by Sections 8.1.3 any Purchaser would, in such Purchaser’s reasonable determination, materially and 8.1.5adversely affect such Purchaser, Buyer shall thereby acquire legal unless Purchaser Parent gives written notice to Seller Parent that it deems such Contract to constitute an Acquired Contract; (f) all Business Intellectual Property, goodwill associated therewith, licenses and beneficial ownership sublicenses granted and goodobtained with respect thereto, valid and marketable title rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in and each case relating to the Acquired AssetsFinishing Business including the Business Registered Intellectual Property listed on Schedule 4.10(a), free and clear which shall be assigned, or caused to be assigned, by Sellers, or their designees, to IP Purchaser, or its designee, by assignment, at Closing, whereby the payment of any Liensfees or expenses in connection with the recordation, certification and/or any other than document or process related to such transfer of ownership (but excluding any Taxes relating to any pre-closing transfer of Business Intellectual Property by Seller Parent or any of its Affiliates) shall be the Assumed Liabilities sole responsibility and at the sole expense of IP Purchaser or those Acquired Assets which are not capable Purchaser Parent; (g) all Permits issued to or held by any Seller and relating to the Finishing Business, to the extent transferable; (h) all Books and Records of being transferred and are any Seller relating to the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable Finishing Business (except for the uses Books and Records identified as Excluded Assets); (i) all claims, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes) of any Seller relating to the Finishing Business, except for which used the Excluded Assets described in Sections 2.2(g) and 2.2(h); (j) all inventory (including finished products, work in process, raw materials, supplies, spare parts, and packaging materials) in the possession of any Seller (including inventory at customer locations or in transit or otherwise owned by any Seller. The Acquired Assets comprise ) relating to the Finishing Business; (k) all of the material assetsequity and ownership interests in the entities listed on Schedule 2.1(k) (collectively, the “Acquired Subsidiaries”), each of which is a wholly-owned direct or indirect subsidiary of Seller Parent; and (l) all assets of the Finishing Business held by ITW Australia Pty Ltd, as a going concern; (m) all assets of the Finishing Business held by ITW Limited, as a going concern; and (n) all goodwill of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect Seller relating to the Finishing Business. For the avoidance of doubt, as used herein, “Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Assets” includes all Designated Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed LiabilitiesAssets.

Acquired Assets. Seller has legal On the terms and beneficial ownership subject to the conditions of this Agreement, Sellers agree to sell, transfer and gooddeliver to Purchaser, valid and marketable P▇▇▇▇▇▇▇▇ agrees to purchase from Sellers, the following assets of Sellers (collectively, the “Acquired Assets”), at the Closing and free and clear of all Liens. The Acquired Assets include all of each Seller’s right, title and interest in and to the Acquired Assets, free and clear of any Liens, other than in respect of: following: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, The tangible personal property set forth on Schedule 2.1(a); (b) The Contracts set forth on Schedule 2.1(b)(the “Acquired Contracts”) (it being understood and agreed that between the Charges execution of this Agreement and the Closing, Purchaser has the right, in its sole discretion, to inform Sellers that it no longer desires to take assignment of one or more Contracts listed on Schedule 2.1(b), in which will case such Contract(s) shall no longer be created on “Acquired Contracts” hereunder). If the Effective Date in accordance with Section 6.1Aassignment of any Acquired Contract requires the consent of the other parties to such Acquired Contract (other than any Seller), this Agreement does not constitute an agreement to assign such Acquired Contract if an attempted assignment would constitute a breach thereof, but Sellers shall use their best efforts to obtain the written consent of the other parties to such assignment; and failing such consent, at Purchaser’s election, Sellers shall continue to execute any such Acquired Contract upon the direction and for the risk and benefit of Purchaser; (c) the Assumed LiabilitiesAll Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and upon delivery rights thereunder, remedies against infringements thereof, and rights to Buyer at Closing protection of interests therein under the instruments laws of transfer contemplated by Sections 8.1.3 and 8.1.5all jurisdictions; (d) All franchises, Buyer shall thereby acquire legal and beneficial ownership and goodapprovals, valid and marketable title in and to the Acquired Assetspermits, free and clear of any Lienslicenses, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable orders, registrations, certificates (including, for the uses for which used by Seller. The Acquired Assets comprise avoidance of doubt, all of Underwriters Laboratories certification marks and Electrical Testing Laboratories certification marks), variances, and similar rights obtained from Governmental Authorities or other Persons (collectively, the material assets“Permits”), of any typeincluding, necessary for but not limited to, the exploitation of the Acquired Assets Permits set forth on Schedule 2.1(d); (e) All books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or conduct of business written materials; (f) All Company-branded inventory with respect to the Acquired Assets model numbers listed on Schedule 2.1(f) (collectively, “Eligible Inventory”), it being understood and agreed that (i) Eligible Inventory includes but is not limited to inventory in transit from suppliers, (ii) Eligible Inventory not in transit from suppliers is limited to inventory physically located at Seller’s Owings Mills, MD and Long Beach, CA warehouse sites on the exploitation date of measure proscribed in Section 3.1(c) (iii) Schedule 2.1(f) shall include the Technology per unit cost for each model number of Eligible Inventory and (iv) in the Products by Buyer event that Eligible Inventory consisting of UL 217 8th Edition smoke alarms and UL 217 8th Edition combination smoke/carbon monoxide alarms is lower than $2,700,000.00, Eligible Inventory may include a carbon monoxide alarm inventory of up to $500,000.00 in aggregate amount (excluding combo alarms), calculated in accordance with all other items of Eligible Inventory as same has been heretofore conducted by set forth in Section 3.1(c). To the extent that Seller’s total carbon monoxide alarm inventory is in excess of $500,000.00, Purchaser will have the right to determine which specific carbon monoxide alarm units will be included as Eligible Inventory; (g) All customer accounts; (h) The names “Universal Security Instruments” and “USI Electric” and all derivations thereof, and there are no material assets or properties owned, controlled, leased, licensed or all other names used by Seller in connection with the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology Business and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesall derivations thereof; and (i) All goodwill.

Acquired Assets. The transfer, sale, conveyance and assignment of the Acquired Assets shall be effectuated by the execution and delivery at the Closing by Buyer and Seller has legal of one or more bills of sale and beneficial ownership one or more patent assignment documents (including a patent assignment in the form attached as Exhibit A), together with any reasonably necessary declarations or other filings, and goodsuch other instruments of transfer, conveyance and assignment as may be required under applicable Law or as Buyer shall reasonably request to vest in Buyer good and valid and marketable title in and to the Acquired Assets, free in form and clear of any Liens, other than in respect of: (a) the patents relating substance reasonably acceptable to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at (all such documents that are executed and delivered by Seller in connection with the Closing, the “Ancillary Agreements”). (bi) On the Charges which will be created on Closing Date, Seller shall instruct Seller’s patent counsel in writing that Buyer is the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation sole owner of the Acquired Assets or conduct of business with respect to Patents and the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted Patent Files held by Seller, ’s patent counsel and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business that Seller’s patent counsel should henceforth take instructions in respect of the Acquired Assets or Patents and the exploitation Acquired Patent Files solely from Buyer. (ii) As promptly as practicable, and in any event within [**], following the Closing, Seller shall deliver to Buyer, at such address as Buyer specifies in writing to Seller at Closing, copies of those portions of Seller’s and any of its Subsidiaries’ chemistry and biology laboratory notebooks that constitute part of the Technology Acquired Notebooks, at Buyer’s expense for shipping and handling costs. (iii) On or within [**] following the Products that will not be transferred Closing, Seller shall ship the Acquired Inventory to Buyer hereunder. There at such address as Buyer specifies in writing to Seller at Closing, at Buyer’s expense for shipping and handling costs. (iv) Except as set forth above regarding Acquired Patent Files and Acquired Notebooks, on or promptly after Closing, Seller shall also deliver to Buyer, at such address as Buyer specifies in writing to Seller at Closing, any electronic files and original documents (or, if no originals exist and Seller or its Subsidiaries only have copies thereof, such copies) that, in each case, are no outstanding Liabilities or Liens related to within the Acquired Assets or the Products other than the Assumed LiabilitiesAssets, at Buyer’s expense for shipping and handling costs.

Acquired Assets. Seller has legal Subject to the entry of the Sale Order by the Bankruptcy Court and beneficial ownership the exclusions set forth in Section 1.2, and goodin accordance with the terms and conditions of this Agreement, valid Sellers agree to sell and marketable assign to Buyer, and Buyer agrees to purchase, acquire and/or take assignment from Sellers, all of Sellers’ right, title and interest in and to the following (collectively, the “Acquired Assets”), including as more specifically described in Exhibits A, B, C, D and E attached hereto, free and clear of any all Liens, other than in respect of: Liabilities and encumbrances: (a) all of Sellers’ rights under each of the patents relating contracts, agreements or arrangements, written or oral (each, a “Contract”) to which the Acquired Assets which MPV Companies are legally owned by Borody for signatories, if any, as set forth on Exhibit A hereto (collectively, the benefit of Seller and which Borody will transfer to Buyer at Closing, “MPV Contracts”); (b) the Charges which will be created mortgages in favor of MPV, Inc., MPV Netherlands C.V., MPV Netherlands Cooperatief U.A. and MPV Netherlands B.V. and any related loans, each as set forth on Exhibit B (the Effective Date in accordance with Section 6.1A; and “Mortgages”); (c) the Assumed LiabilitiesContracts to which LMS Shipmanagement, Inc., Marco Shipping Company (PTE) Ltd., and upon delivery Gulf South Shipping PTE Ltd are signatories, set forth on Exhibit C, hereto (collectively, the “Non-MPV Contracts”), which, to the extent they are executory, shall be assumed by the Sellers and assigned to the Buyer at Closing and, to the extent they are not executory, shall be acquired by the Buyer; (d) the Contracts set forth on Exhibit D hereto (collectively, the “NWJ Contracts” and, together with the Mortgages, the MPV Contracts and the Non-MPV Contracts, the “Assigned Contracts”), which, to the extent they are executory, shall be assumed by the Sellers and assigned to the Buyer and, to the extent they are not executory, shall be acquired by the Buyer; Exhibit E; (e) all of the instruments of transfer contemplated by Sections 8.1.3 Sellers’ rights, title and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title interest in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect assets set forth on (f) to the Acquired Assets extent transferable using commercially reasonable efforts, all rights of Sellers under or pursuant to all warranties, representations and the exploitation of the Technology guarantees made by suppliers, manufacturers and the Products by Buyer as same has been heretofore conducted by Sellercontractors primarily relating to products sold, and there are no material assets or properties ownedservices provided, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business to Sellers in respect of the Acquired Assets other than any warranties, representations and guarantees pertaining to any Excluded Assets (as defined below); (g) all rights of Sellers under non-disclosure or confidentiality, non-compete or non-solicitation agreements with employees and agents of Sellers or with third parties primarily relating to the Business or the exploitation Acquired Assets (or any portion thereof); (h) all of Sellers’ rights to refunds of any Taxes (as defined below) that constitute Assumed Liabilities; (i) all deposits (including, with respect to the Acquired Assets, customer deposits and security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Sellers that relate exclusively to the Acquired Assets; (j) except as set forth on Schedule 1.1(j), all rights (including rights under insurance policies), Claims (as defined in section 101(5) of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities Bankruptcy Code) or Liens causes of action primarily arising from or related to the Acquired Assets and facts or circumstances occurring or existing on or prior to the Products Closing Date, other than Claims among Sellers as described in Section 1.2(m); (k) except as set forth on Schedule 1.1(k), all rights, recoveries, refunds and rights of set-off and Claims and causes of action against third parties primarily arising from or to the Assumed Liabilitiesextent relating to the Acquired Assets and facts or circumstances occurring or existing on or prior to the Closing Date; (l) all files, documents, instruments, notices, papers, books, records, opinions and, to the extent in Sellers’ possession, contents of files (whether in paper, digital or other tangible or intangible form) primarily relating to the Acquired Assets (the “Transferred Books and Records”); and (m) all goodwill of, and other intangible rights of Sellers in, the Acquired Assets.

Acquired Assets. Seller has legal At the Closing described in Section 4.1 hereof, Company shall sell, assign, transfer and beneficial ownership deliver to Purchaser and goodPurchaser shall purchase, valid acquire and marketable accept assignment and delivery of all of the assets and rights of every nature, kind and description, tangible and intangible, wherever located, that are owned, used or held for use by the Company in or for the Business, as the same shall exist on the Closing Date free and clear of any and all liens, whether or not recorded or perfected, charges, claims, pledges, security interests or other encumbrances, including, without limitation each of the following (the “Acquired Assets”): (a) all right, title and interest in any intellectual property, and the goodwill associated therewith, used in providing the services and other features of the Business, including but not limited to the Recipes and any other assets described on Schedule 1.1(a) and any related Intellectual Property Rights thereto (collectively, the “Business Intellectual Property”); (b) all right, title, possession or interest in all items of inventory of the Business, including raw materials, work-in-process, equipment, spare parts, supplies and finished goods, that have been purchased and/or are being used in or held for use in the manufacture of products pursuant to specific purchase orders or agreements, a list of which is set out in Schedule 1.1(b) (the “Inventory”); (c) any and all cash, all accounts receivables due and owing to Company before the Closing Date; (d) such Company documents and records relating to the Acquired Assets as have not previously been given to Purchaser prior to the Closing Date and which are reasonably requested by Purchaser after the Closing Date; and (e) with respect to the Acquired Assets, free the rights and clear benefits of any LiensCompany under all agreements on ideas, other than in respect of: (a) the patents relating inventions and Confidential Information, executed or existing prior to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at ClosingClosing Date, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free extent such rights and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect benefits pertain to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed LiabilitiesBusiness Intellectual Property.

Acquired Assets. Except as set forth in §3(e) of the Disclosure Schedule, (i) Seller is the sole and exclusive legal and equitable owner of all right, title and interest in and to all of the Acquired Assets including all of the rights to produce, reproduce, license, develop, use and distribute the online curricula materials; and (ii) Seller has legal and beneficial ownership and good, valid good and marketable title in and to all of the Acquired Assets, Assets free and clear of the interests and rights of any Liens, other than in respect of: (a) the patents relating to party. None of the Acquired Assets which are legally owned by Borody for contain any defamatory, scandalous, obscene, libelous or unlawful matter. The Seller has not received any claim or complaint that the benefit Acquired Assets contain any defamatory, scandalous, obscene, libelous or unlawful matter. Except as set forth in §3(e) of Seller and which Borody will transfer the Disclosure Schedule. all of the Acquired Assets may be transferred to Buyer at Closing, (bwithout the consent or approval of any person. Except as set forth in §3(e) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments Disclosure Schedule, none of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired AssetsAssets are subject to any lease, free and clear license, right, security interest, mortgage, pledge, lien, charge, encumbrance, claim, covenant or restriction of any Lienskind or character, other than the Assumed Liabilities direct or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4indirect, whether accrued, absolute, contingent or otherwise (an “Encumbrance”). The Acquired Assets are in good repair, order and serviceable condition (reasonable wear and tear excepted), are suitable for the uses purposes for which used by Sellerthey are presently being used, and are adequate to meet all present requirements of the Business. The Acquired Assets comprise will furnish Buyer with all of the material assets, of any type, necessary for capacity and rights to operate the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller Business in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology same manner as presently and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitieshistorically operated by Sellers.

Acquired Assets. Seller (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not to ZOI's knowledge result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets pursuant to (i) ZOI's articles of incorporation, bylaws, or agreements of limited partnership, as the case may be, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which ZOI is a party or by which it or any of its properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) ZOI has legal and beneficial ownership and good, valid good and marketable title in and to all of the Acquired Assets, free and clear of any Liensall mortgages, other than liens, leases, pledges, charges, encumbrances, equities or claims, except as expressly disclosed in respect of: Exhibit A to this Agreement. (ac) the patents relating to To ZOI's knowledge the Acquired Assets are not subject to any material liability, absolute or contingent, which are legally owned is not listed as a liability in Exhibit A to this Agreement, nor is ZOI subject to any liability, absolute or contingent, which has not been disclosed to and acknowledged by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date CLMI in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and writing prior to the Acquired Assets, free and clear Closing Date. (d) The list of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable set forth in Exhibit A of being transferred and are the subject this Agreement is an accurate description of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assetsassets of ZOI. (e) The list of Acquired Assets set forth in Exhibit A to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings to which ZOI is a party or by which it or its property is bound. Except as specified in Exhibit A, all of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to CLMI without the consent of any type, other party. (f) To ZOI's knowledge no consent is necessary for to effect the exploitation transfer to CLMI of any of the Acquired Assets or conduct and, upon the consummation of business with respect the transactions contemplated hereby, CLMI will be entitled to use the Acquired Assets and to the exploitation of full extent that CLMI used the Technology and same immediately prior to the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation transfer of the Acquired Assets Assets. (g) All of the machinery, equipment, furniture and fixtures as of the Closing Date will be in the same condition as on the date of this Agreement, normal wear and tear excepted. ZOI hereby conveys to conveys to CLMI (to the extent it is able under the applicable warranty documents) any and all product warranty or the operation of business similar rights that ZOI may have against third parties in respect of the condition of any Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed LiabilitiesAssets.

Acquired Assets. Seller has legal Subject to the entry of the Sale Order by the Bankruptcy Court and beneficial ownership the exclusions set forth in Section 1.2, and goodin accordance with the terms and conditions of this Agreement, valid Sellers agree to sell and marketable assign to Buyer, and Buyer agrees to purchase, acquire and/or take assignment from Sellers, all of Sellers’ right, title and interest in and to the following (collectively, the “Acquired Assets”), including as more specifically described in Exhibits A, B, C, D and E attached hereto, free and clear of any all Liens, other than in respect of: Liabilities and encumbrances: (a) all of Sellers’ rights under each of the patents relating contracts, agreements or arrangements, written or oral (each, a “Contract”) to which the Acquired Assets which MPV Companies are legally owned by Borody for signatories, if any, as set forth on Exhibit A hereto (collectively, the benefit of Seller and which Borody will transfer to Buyer at Closing, “MPV Contracts”); (b) the Charges which will be created mortgages in favor of MPV, Inc., MPV Netherlands C.V., MPV Netherlands Cooperatief U.A. and MPV Netherlands B.V. and any related loans, each as set forth on Exhibit B (the Effective Date in accordance with Section 6.1A; and “Mortgages”); (c) the Assumed LiabilitiesContracts to which LMS Shipmanagement, Inc., Marco Shipping Company (PTE) Ltd., and upon delivery Gulf South Shipping PTE Ltd are signatories, set forth on Exhibit C, hereto (collectively, the “Non-MPV Contracts”), which, to the extent they are executory, shall be assumed by the Sellers and assigned to the Buyer at Closing and, to the extent they are not executory, shall be acquired by the Buyer; (d) the Contracts set forth on Exhibit D hereto (collectively, the “NWJ Contracts” and, together with the Mortgages, the MPV Contracts and the Non-MPV Contracts, the “Assigned Contracts”), which, to the extent they are executory, shall be assumed by the Sellers and assigned to the Buyer and, to the extent they are not executory, shall be acquired by the Buyer; (e) all of the instruments of transfer contemplated by Sections 8.1.3 Sellers’ rights, title and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title interest in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect assets set forth on Exhibit E; (f) to the Acquired Assets extent transferable using commercially reasonable efforts, all rights of Sellers under or pursuant to all warranties, representations and the exploitation of the Technology guarantees made by suppliers, manufacturers and the Products by Buyer as same has been heretofore conducted by Sellercontractors primarily relating to products sold, and there are no material assets or properties ownedservices provided, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business to Sellers in respect of the Acquired Assets other than any warranties, representations and guarantees pertaining to any Excluded Assets (as defined below); (g) all rights of Sellers under non-disclosure or confidentiality, non-compete or non-solicitation agreements with employees and agents of Sellers or with third parties primarily relating to the Business or the exploitation Acquired Assets (or any portion thereof); (h) all of Sellers’ rights to refunds of any Taxes (as defined below) that constitute Assumed Liabilities; (i) all deposits (including, with respect to the Acquired Assets, customer deposits and security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise) and prepaid charges and expenses of Sellers that relate exclusively to the Acquired Assets; (j) except as set forth on Schedule 1.1(j), all rights (including rights under insurance policies), Claims (as defined in section 101(5) of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities Bankruptcy Code) or Liens causes of action primarily arising from or related to the Acquired Assets and facts or circumstances occurring or existing on or prior to the Products Closing Date, other than Claims among Sellers as described in Section 1.2(m); (k) except as set forth on Schedule 1.1(k), all rights, recoveries, refunds and rights of set-off and Claims and causes of action against third parties primarily arising from or to the Assumed Liabilitiesextent relating to the Acquired Assets and facts or circumstances occurring or existing on or prior to the Closing Date; (l) all files, documents, instruments, notices, papers, books, records, opinions and, to the extent in Sellers’ possession, contents of files (whether in paper, digital or other tangible or intangible form) primarily relating to the Acquired Assets (the “Transferred Books and Records”); and (m) all goodwill of, and other intangible rights of Sellers in, the Acquired Assets.

Acquired Assets. Seller has legal On and beneficial ownership and good, valid and marketable title in and subject to the Acquired Assetsterms and conditions of this Agreement, free and clear subject to the satisfaction of any Liensthe conditions precedent set forth herein, other than in respect of: at the Closing, Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, convey, assign and deliver to Buyer, all their right, title and interest in, to and under all of the assets and property of Sellers, of every kind and description, wherever located, and whether real, personal or mixed, tangible or intangible, as such assets and property shall exist on the Closing Date, including, without limitation: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, all Cash; (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and all Accounts Receivable; (c) the Assumed Liabilitiesall Pre-Paid Expenses; (d) all Real Property; (e) all Inventory; (f) all Assigned Contracts; (g) all Intellectual Property and Intellectual Property Licenses; (h) all Authorizations, variances and upon delivery similar rights obtained from Authorities affecting or relating in any way to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation Assumed Liabilities; (i) all right, title and interest in and to all insurance proceeds arising out of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than Assumed Liabilities; (j) all right, title and interest in and to the personal property, vehicles, machinery and equipment (including leasehold interests in equipment subject to capitalized leases to the extent assignable), spare parts, office furniture, office fixtures and supplies used or useful in connection with the Acquired Assets or the Assumed Liabilities., wherever located (including any such property located at any Leased Real Property regardless of whether the lease with respect thereto is assigned to Buyer) and whether owned or leased, including equipment to be installed at any facility; (k) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records relating to the Acquired Assets or the Assumed Liabilities; (l) all claims, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature affecting or relating in any way to the Acquired Assets or the Assumed Liabilities;

Acquired Assets. The Seller has legal agrees to sell and, at the Closing, will transfer and beneficial ownership deliver to the Buyer all of the improvements and goodpersonal property owned by the Seller and located on the Real Property, valid including but not limited to the following, hereinafter referred to as the "Purchased Assets": a. All right, title and marketable title interest of the Seller in and to the Acquired Assets, free and clear of any Liens, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created improvements located on the Effective Date Real Property, including but not limited to, the Store located thereon, subject to all rights of the Lessor to such assets in accordance with Section 6.1A; the Lease and (c) the Assumed LiabilitiesAssignment and Assumption Agreement. b. All furniture, fixtures, appliances, equipment, computerized cash registers, and upon delivery to Buyer supplies owned by the Seller and on hand at Closing the Store as of the instruments date hereof, all as set forth on the Schedule of transfer contemplated Equipment attached hereto as Exhibit B and made a part hereof by Sections 8.1.3 reference (collectively, the "Equipment"); c. All inventory located at the Store on the date of closing and 8.1.5which shall be listed as the Schedule of Inventory at the time the inventory is taken and attached hereto as Exhibit C and made a part hereof (collectively, Buyer shall thereby acquire legal the "Inventory"); d. All right, title and beneficial ownership interest of the Seller in or under the Lease and goodAssignment and Assumption Agreement, valid a copy of which is attached as Exhibit D and marketable made a part hereof; and e. All right, title and interest of the Seller in or under all contracts, agreements, instruments, certificates, permits and licenses which relate to the Acquired AssetsEquipment, free Inventory or Store, as set forth on the Schedule of Contracts attached hereto as Exhibit E and clear of any Liensmade a part hereof by reference (collectively, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities"Contracts").

Acquired Assets. Seller (a) Each of the properties comprising the Acquired Assets is legal, valid, binding, enforceable and in full force and effect. Wexford has legal performed each and beneficial ownership every obligation and goodrequirement under each agreement affecting the Acquired Assets necessary to create, valid preserve and marketable title maintain each of the properties comprising the Acquired Assets as legal, valid, binding, enforceable and in full force and effect. Wexford has made each and every required filing with all federal, state and local governmental authorities, and similar documents, necessary to create, preserve and maintain the Acquired Assets and all such filings are complete, true and correct. Wexford is not in breach of or default under any agreements affecting the properties comprising the Acquired Assets and no event has occurred which, with notice or passage of time, would constitute a breach of or default under or permit revocation, termination or modification of the Acquired Assets and Wexford has received no notice and have no knowledge of any such breach, default, revocation, termination or modification which would materially affect the Acquired Assets. (b) With respect to each property comprising the Acquired Assets: (i) Wexford has good and marketable title, free and clear of any Lienssecurity interest, easement, covenant or other than in respect of: restriction; (aii) there are no pending or threatened condemnation proceedings, lawsuits or administrative actions relating to any Acquired Assets or other matters affecting adversely the current use, occupancy or value thereof; (iii) the patents relating to legal description for each property as set forth on Exhibit A attached hereto describes such property fully and adequately; (iv) all facilities thereon have received all approvals of governmental authorities (including licenses and permits) required in connection with the Acquired Assets which are legally owned by Borody for the benefit of Seller ownership or operation thereof and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date have been operated and maintained in accordance with Section 6.1Aapplicable laws, rules and regulations; and (cv) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the Assumed Liabilities, and upon delivery to Buyer at Closing right of use or occupancy of any portion of the instruments Acquired Assets; (vi) there are no outstanding options or rights of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and first refusal to purchase the Acquired Assets, free and clear of or any Liens, other than the Assumed Liabilities portion thereof or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesinterest therein.

Acquired Assets. As of Closing, upon the terms and conditions set forth herein, Seller has legal will sell, assign, transfer, convey and beneficial ownership deliver to Buyer, and goodBuyer shall purchase, valid acquire and marketable accept from Seller, all of Seller’s right, title and interest in and to all property and assets (other than the Excluded Assets) of Seller that are used in, or related to, the Business (collectively, the “Acquired Assets”), free and clear of any Liens, all Encumbrances (other than in respect of: Permitted Encumbrances), wherever located and whether or not said Acquired Assets appear or are reflected upon the Books and Records of Seller, which Acquired Assets shall include the following: (ai) all of the patents tangible personal property of Seller, including machinery, vehicles, fixtures, leasehold improvements, shelving, furniture, equipment (including all computer and computer‑related equipment and servers), cell phones, PDAs and office supplies; (ii) lists of borrowers and other customers of the Business, lists of prospective customers of the Business, and any other information (including confidential information, records and databases) of Seller relating to the Business that is necessary for Buyer to possess in connection with its administration, ownership and use of any Acquired Assets which are legally owned by Borody for Asset or Assumed Liability; (iii) all rights that Seller may have under any and all Acquired Contracts; (iv) all of Seller’s rights under any agreements with any of its past or present employees or consultants with respect to (1) the benefit non-disclosure of any confidential or proprietary information of Seller and which Borody will transfer related to Buyer at Closingthe Business, (b2) the Charges which will be created on assignment to Seller of such employee’s or consultant’s rights to any invention, or other intellectual property, in each case related to the Effective Date in accordance Business, or (3) non-competition with Section 6.1A; and the Business by such employee or consultant; (cv) the Assumed Liabilitiesall rights of Seller under any warranties, indemnities, and upon delivery all similar rights against third parties to Buyer at Closing the extent related to the Acquired Assets; (vi) all rights of the instruments Seller relating to security deposits, payments and pre‑paid expenses (other than those relating to Excluded Assets or Excluded Liabilities); (vii) all Acquired Intellectual Property; (viii) all rights of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title Seller in and to the Acquired AssetsPermits relating to the Business; (ix) any and all of the accounts receivable, free notes receivable or other evidences of indebtedness of, or right to receive payment from, any Person (collectively, the “Accounts Receivable”); (x) all potential and clear existing claims, causes of action, warranties, guarantees, refunds, rights of recovery and set off of every kind and character, including rights and claims against suppliers and customers and insurance claims, if any, of Seller against any Liens, Person arising out of or related to the operation of the Business (other than claims and causes of action included in, or otherwise arising out of or related to, the Assumed Liabilities Excluded Assets or those Acquired Assets which are not capable of being transferred Excluded Liabilities); (xi) all rights to the telephone numbers (and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good related directory listings), fax numbers, email addresses, advertising, business forms, files, documents and serviceable condition Books and are suitable for the uses for which Records, including, customer lists, customer prospect lists, customer addresses, delivery schedules, supplier lists, mailing lists and promotional materials used by Seller. The Acquired Assets comprise ; (xii) Seller’s right, title and interest in and to its sites on the Internet, including all rights of Seller in and to all social media account registrations, and any and all goodwill associated therewith and all of Seller’s rights in the material assets, of any type, necessary for content at the exploitation of websites and social media sites located at or associated with such domain names or social media account registrations; (xiii) all manufacturer’s warranties to the Acquired Assets or conduct of business with respect extent related to the Acquired Assets and all claims under such warranties and all rights under warranties, indemnities and similar rights against third parties (other than those relating to Excluded Assets); (xiv) the exploitation amount of, and any and all rights to, any insurance proceeds received by Seller after the date hereof in respect of any loss, destruction or condemnation of any Acquired Assets occurring prior to or after Closing or relating to any Assumed Liabilities; (xv) all other assets included as current assets in Final Working Capital; (xvi) all goodwill and going concern value of or associated with the acquired portion of the Technology Business; and (xvii) without limiting any other provision contained in this Section 2.1(a), all Books and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation Records relating to any of the foregoing Acquired Assets or the operation any of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities.

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement and on the basis of the representations, warranties, covenants and agreements herein contained, at the applicable Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller has legal shall sell, transfer, assign, convey and beneficial ownership deliver to Purchaser, all of its right, title and good, valid and marketable title interest in and to all of its properties, assets, rights and interests (whether tangible or intangible) of any kind, nature, character and description relating to the applicable Acquired Properties, whether real, personal or mixed, whether accrued, contingent or otherwise, which are owned, leased or otherwise held by Seller (collectively, the “Acquired Assets”), free and clear of all Encumbrances other than Permitted Encumbrances. The Acquired Assets shall include, without limitation, the following items: (a) all Accounts Receivable or portions thereof relating to the Acquired Properties that are attributable to services rendered at the Acquired Properties after the applicable Closing Date (it being understood that Seller shall retain all Accounts Receivable or portions thereof related to services rendered at the Acquired Properties up to and including the applicable Closing Date); (b) all Inventory, Equipment and Machinery located at the Acquired Properties used in connection with the provision of media services to the Acquired Properties, including all the assets listed on the Tangible Assets Schedule attached to this Agreement; (c) all Assigned Contracts and all rights thereunder to provide media services to the Acquired Properties, including all the Contracts listed on the Assigned Contracts Schedule attached to this Agreement; (d) all deposits and prepaid expenses relating to the Acquired Properties, including claims for refunds and rights of offset in respect thereof; (e) All assignable Intangible Assets used in connection with the provision of media services to the Acquired Properties, including the assets listed on the Intangible Assets Schedule attached to this Agreement, and assignments of all licenses related to Seller’s billing and provisioning systems as of the effective date of the Permanent Management Agreement (as defined below in Section 2.01(a)) and subject to vendor approval; (f) all Files and Records relating to the Acquired Properties; (g) all Licenses and Permits relating to the Acquired Properties, to the extent the same are transferable; and (h) all claims of Seller against third parties relating to the Acquired Assets, free and clear of any Lienswhether c▇▇▇▇▇ or inchoate, other than in respect of: known or unknown, contingent or non-contingent, including insurance claims. Notwithstanding the foregoing, (ai) the patents relating to Purchaser shall not purchase the Acquired Assets related to any Acquired Property for which are legally owned Seller receives a notice of non-renewal of the related R▇▇ Agreement prior to the Initial Closing (any such property, a “Terminated Property”), such Terminated Property shall not be considered an Acquired Property hereunder, and the Initial Purchase Price or Subsequent Purchase Price (as applicable) shall be reduced by Borody for an amount equal to $580 multiplied by the benefit number of Subscribers included in such Terminated Property as set forth on either Exhibit B or Exhibit C, and (ii) the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and related to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with unless Purchaser expressly assumes such Liability pursuant to Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities1.03.

Acquired Assets. Seller has legal Upon the terms and beneficial ownership and good, valid and marketable title in and subject to the conditions contained herein, Seller shall sell and transfer to Buyer, and Buyer shall purchase and acquire from Seller, at the Closing (as hereinafter defined), all of the properties and assets of Seller used in the operation of the Business as of the Closing (the "Acquired Assets") other than the Excluded Assets (as hereinafter defined), free and clear of all security interests, liens, restrictions, claims, encumbrances or charges of any Liens, kind ("Encumbrances") other than in respect of: Permitted Encumbrances (as hereinafter defined), including without limitation, the following: (a) the patents relating to the Acquired Assets which are legally All tangible personal property (such as machinery, equipment, inventories, furniture and motor vehicles) owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, Seller; (b) All accounts, notes and other receivables owned by Seller (other than those included in the Charges which will be created on the Effective Date in accordance with Section 6.1A; and definition of Excluded Assets); (c) Subject to the Assumed Liabilitiesprovisions of Section 1.4 of this Agreement, all rights in and with respect to the assets associated with i. the Group Dental Insurance Policy issued by Seaboard Life Insurance Company, USA to Seller (the "Dental Policy"), ii. the Group Long Term Disability Insurance Policy issued by The ▇▇▇▇ ▇▇▇▇▇▇/Provident Life Insurance Company to Seller (the "Long Term Policy"), iii. the Group Short Term Disability Insurance Policy issued by The ▇▇▇▇ ▇▇▇▇▇▇/Provident Life Insurance Company to Seller (the "Short Term Policy"), and upon delivery iv. the ▇▇▇▇▇▇▇ Companies 401(k) Plan (the "401(k) Plan"), related Trust Agreement and related Services Agreement (the "Services Agreement") with Benefit Services Corporation; (d) All claims, deposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set off and rights of recoupment owned by Seller (other than those included in the definition of Excluded Assets); (e) All rights of Seller in, to Buyer at Closing and under all leases of personal property entered into by Seller in connection with the instruments of transfer contemplated by Sections 8.1.3 Business prior to the date hereof as set forth in Schedule 1.1 hereto and 8.1.5, any other leases which Buyer shall thereby acquire legal have agreed in writing to assume as provided in Section 1.4 of this Agreement (collectively, the "Leases"); (f) All of Seller's right, title and beneficial ownership and good, valid and marketable title interest in and to the Acquired Assetsname "▇▇▇▇▇▇▇ Communications" and related logos, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect trade names related to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by SellerBusiness, and there are no material assets or properties ownedall customer lists and trade secrets related to the Business; (g) All rights of Seller in, controlledto and under those contracts, leasedcommitments, licensed or used purchase and sale orders, work orders, agreements and arrangements entered into by Seller in connection with the exploitation Business prior to the date hereof as described in Schedule 1.1 hereto and any other contracts which Buyer shall have agreed in writing to assume as provided in Section 1.4 of this Agreement (collectively, the Acquired Assets "Contracts"); (h) All franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from governments and governmental agencies in which Seller has any right, title or interest; (i) All books and records of Seller related specifically to the operation of business in respect of the Acquired Assets or the exploitation of the Technology Business, including without limitation, property records, current payroll records, accounting records, supplier lists, parts lists, manuals, files, and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens any similar items related to the Acquired Assets or the Products other than conduct of the Assumed LiabilitiesBusiness; (j) All of Seller's intellectual property, the goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions (collectively, the "Proprietary Rights"); and (k) Seller's cash and cash equivalents.

Acquired Assets. Seller has legal and beneficial ownership and good, valid marketable and marketable insurable title in and to all of the Acquired Assets, free and clear of any Liensall Encumbrances except for Permitted Encumbrances and Encumbrances that will be discharged at the applicable Closing. Seller has complete and unrestricted power and the unqualified right to sell, other than in respect of: (a) the patents relating to convey, assign, transfer and deliver the Acquired Assets which are legally owned by Borody for the benefit and all assignments and other instruments of Seller and which Borody will transfer to Buyer be executed and delivered by Seller to Purchaser at Closingthe applicable Closing shall be valid and binding obligations of Seller, (b) the Charges which will be created on the Effective Date enforceable in accordance with Section 6.1A; and (c) the Assumed Liabilitiestheir respective terms, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and effectively vest in Purchaser good, valid marketable and marketable insurable title in and to the Acquired Assets. The Tangible Assets Schedule sets forth a materially accurate description of Inventory, free Equipment and clear of any Liens, Machinery and other than tangible assets (whether owned or leased by Seller) included in the Assumed Liabilities or those Acquired Assets and a designation as to which of such assets, if any, are leased by Seller, and the Intangible Assets Schedule sets forth a materially accurate list of all intangible assets included in the Acquired Assets and a designation as to which of such assets, if any, are held under license by Seller. The Accounts Receivable or portions thereof included in the Acquired Assets represent bona fide claims against debtors for sales, services performed or other charges arising in the Ordinary Course of Business and are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4to dispute, set-off or counterclaim. The Acquired Assets are in good and serviceable operating condition and repair, subject to normal wear and tear, and are suitable sufficient for the uses for which used by provision of Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect ’s media services to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed LiabilitiesProperties.

Acquired Assets. Except as set forth in Schedule 4.8: (a) Seller has legal and beneficial ownership and holds good, valid and marketable title to, or a valid leasehold interest in, all of the Acquired Assets to be sold by Seller, in each case free and clear of all liens, defects, restrictions, encumbrances and claims whatsoever and has the complete and unrestricted power, right and authority to sell, transfer, assign and deliver, and following the Closing, Buyer will have good, valid and marketable title to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of all liens, defects, restrictions, encumbrances and claims whatsoever. Seller is not in violation of any Lienszoning, building or safety ordinance, regulation or requirement or other than in respect of: (a) the patents relating law or regulation applicable to the Acquired Assets its properties, nor has it received any notice of violation with which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, it has not complied. (b) The Acquired Assets include all assets, properties, licenses and other agreements necessary for the Charges which will be created on continued conduct of Business after the Effective Date Closing in accordance with Section 6.1A; and substantially the same manner as conducted prior to the Closing. (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of The tangible property constituting a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation portion of the Acquired Assets or conduct of business is in good operating condition and repair, subject to normal wear and tear, and have been maintained and serviced in accordance with respect to the Acquired Assets usual and the exploitation customary practices of the Technology and the Products by Buyer as same has been heretofore conducted by SellerBusiness, and Seller has not received any notice that any of such tangible property is in violation of any existing law or any building, zoning, health, safety or other ordinance, code or regulation. (d) Schedule 4.8(d) sets forth a list of all of real property leases (the "LEASES") in effect as of the date hereof under which Seller or a Subsidiary is a lessee or a successor or assignee of the tenancy interest therein, which leased real property is utilized in connection with the Business. All Leases are currently in full force and effect and constitute legal valid and binding obligations of Seller or a Subsidiary, and, to Seller's Knowledge, the other parties thereto. Except as otherwise provided in this Agreement, "SELLER'S KNOWLEDGE" shall mean the actual knowledge of Seller and each of Maurice P. Andrien, Jr., Jose▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇ac▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇ma▇, ▇▇▇▇▇ ▇▇▇▇in, ▇▇▇ ▇▇▇▇▇▇▇, Ji▇ ▇▇▇▇▇, ▇▇▇ B▇▇▇ ▇▇▇▇▇▇▇is. ▇▇▇▇▇▇ has ma▇▇ ▇▇▇▇▇▇▇▇▇ ▇o Buyer true, correct and complete copies of all Leases, including all amendments, modifications and renewals thereof. To Seller's Knowledge, there are no material assets defaults by the landlord under any of the Leases; neither Seller nor any Subsidiary has waived any rights under any of the Leases; and there is no pending or, to Seller's Knowledge, threatened action or properties ownedproceeding which could adversely affect Buyer's use of the premises after consummation of the transactions contemplated hereby. No other party to a Lease has notified Seller or any Subsidiary of its intention to cease to perform any services required to be performed by it or withhold any payment required to be made to it thereunder. Except as have been obtained on or prior to the date hereof or the delivery of which has been waived in writing by Buyer prior to the date hereof, controllednone of the Leases would require the consent or approval of any party thereto other than Seller or a Subsidiary or the consent or approval of any third party in connection with the consummation of the transactions contemplated hereby or contains any provision that, leasedas a result of the consummation of the transactions contemplated by this Agreement, licensed causes one or used more of the following to occur: (i) Seller or a Subsidiary is deemed to be in default, or there exists a lapse of time which would result in default, under such Lease (with or without the giving of notice and any cure period); (ii) automatically voids such Lease or renders voidable, by any party other than Seller or a Subsidiary, the Lease or provides any party other than Seller or a Subsidiary with a right to terminate or rescind such Lease; (iii) imposes any fine, penalty, charge or increase in payments or other charges required to be made by Seller in the exploitation or a Subsidiary under such Lease; or (iv) otherwise modifies any of the Acquired Assets or the operation material terms of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiessuch Lease.

Acquired Assets. (a) Subject to the terms and conditions of this Agreement, Buyer shall purchase from Seller, and Seller has legal shall sell, transfer, assign, convey and beneficial ownership deliver, or cause to be sold, transferred, assigned, conveyed and gooddelivered, valid to Buyer, all right, title and marketable title interest in and to the Acquired Assets, free and clear of any Liens. For the avoidance of doubt, other than in respect of: it is understood and agreed by the Parties that (ai) Buyer shall purchase all of the Bank Contracts from Seller, (ii) the patents relating phrase “as mutually agreed upon” in subsections (b)(i), (c)(i) and (d)(i) does not mean that the Parties will mutually agree upon whether a Bank Contract will be assigned from Seller to Buyer, rather it means that the Acquired Assets Parties will mutually agree upon the Closing Date on which are legally owned by Borody for the benefit of such Bank Contract will be assigned from Seller to Buyer, and which Borody will transfer (iii) Seller shall not assign to Buyer at Closingany of the Bank Contracts (A) with respect to which Seller has received a written notice of termination from the customer, unless Buyer otherwise agrees to purchase such Bank Contract from Seller, or (B) of which Buyer is prohibited or prevented from taking an assignment from Seller for any technology, regulatory or legal reason. It is understood and agreed by the Parties that Buyer and Seller shall use commercially reasonable efforts to resolve, or cooperate with each other on the resolution of, such technology, regulatory or legal reason as promptly as practicable. (b) Without in any way limiting the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing generality of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5foregoing, Buyer shall thereby acquire legal purchase from Seller, and beneficial ownership Seller shall sell, transfer, assign, convey and gooddeliver, valid or cause to be sold, transferred, assigned, conveyed and marketable delivered, to Buyer, all right, title and interest in and to the following Acquired Assets on the initial Closing Date: (i) all of the Bank Contracts to be assigned from Seller to Buyer on the initial Closing Date, as mutually agreed upon and set forth on Schedule A to the Instrument of Assignment and Assumption of Assumed Contracts to be delivered by Seller to Buyer on the initial Closing Date; (ii) all prepayments, deposits and prepaid expenses, if any, made with respect to, or allocable to, a period following the initial Closing Date with respect to the Bank Contracts to be assigned from Seller to Buyer on the initial Closing Date, as set forth on Schedule A to the ▇▇▇▇ of Sale to be delivered by Seller to Buyer on the initial Closing Date; (iii) copies of all of Seller’s operating and marketing records relating to the Business, including copies of asset ledgers, inventory records, customer lists, customer mailing lists, customer sales files, supplier lists, supplier purchase files, correspondence, and other operating and marketing ledgers, records, lists and files directly related to the Business or the Acquired Assets, free in whatever form they exist; (iv) copies of all of Seller’s financial books, records and clear of any Liens, ledgers relating to the Business (other than Tax Returns, minute books and stock records; provided, however, such materials, as they relate to the Assumed Liabilities Business or those the Acquired Assets Assets, will be made available for inspection and copying by Buyer upon request), including any such books, records and ledgers which are not capable of being transferred and are the subject of the grant of a licence maintained in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise electronic form; (v) all of the material assets, of any type, necessary for the exploitation of the Acquired Assets mail or conduct of business other communications addressed to Seller with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by to be assigned from Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related on the initial Closing Date; and (vi) all goodwill of Seller associated with respect to the Acquired Assets to be assigned from Seller to Buyer on the initial Closing Date. (c) Without in any way limiting the generality of the foregoing, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, all right, title and interest in and to the Products following Acquired Assets on each subsequent Closing Date: (i) all of the Bank Contracts to be assigned from Seller to Buyer on such subsequent Closing Date, as mutually agreed upon and set forth on Schedule A to the Instrument of Assignment and Assumption of Assumed Contracts to be delivered by Seller to Buyer on such subsequent Closing Date; (ii) all prepayments, deposits and prepaid expenses, if any, made with respect to, or allocable to, a period following such subsequent Closing Date with respect to the Bank Contracts to be assigned from Seller to Buyer on such subsequent Closing Date, as set forth on Schedule A to the ▇▇▇▇ of Sale to be delivered by Seller to Buyer on such subsequent Closing Date; (iii) all mail or other than communications addressed to Seller with respect to the Acquired Assets to be assigned from Seller to Buyer on such subsequent Closing Date; and (iv) all goodwill of Seller associated with respect to the Acquired Assets to be assigned from Seller to Buyer on such subsequent Closing Date. (d) Without in any way limiting the generality of the foregoing, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, all right, title and interest in and to the following Acquired Assets on the final Closing Date: (i) all of the Bank Contracts to be assigned by Seller to Buyer on the final Closing Date, as mutually agreed upon and set forth on Schedule A to the Instrument of Assignment and Assumption of Assumed LiabilitiesContracts to be delivered by Seller to Buyer on the final Closing Date; (ii) all prepayments, deposits and prepaid expenses, if any, made with respect to, or allocable to, a period following the final Closing Date with respect to the Bank Contracts to be assigned on the final Closing Date, as set forth on Schedule A to the ▇▇▇▇ of Sale to be delivered by Seller to Buyer on the final Closing Date; (iii) all of the Fund Contracts to be transferred from Seller to Buyer on the final Closing Date; (iv) all right, title, and interest in and to the Trademarks; (v) all mail or other communications addressed to Seller with respect to the Acquired Assets to be assigned or transferred from Seller to Buyer on the final Closing Date; and (vi) all goodwill of Seller associated with respect to the Acquired Assets to be assigned or transferred from Seller to Buyer on the final Closing Date.

Acquired Assets. (a) Seller owns, leases or has the legal right to use all of the Acquired Assets. All Acquired Assets leased or licensed by Seller are designated as such on Schedule 3.3(a). All Acquired Assets not otherwise listed on Schedule 3.3(a) are owned by Seller, and Seller has legal good and beneficial ownership indefeasible title thereto. (b) Except as set forth in Schedule 3.3(b), Seller has, and goodupon the Closing Purchaser shall receive, valid and marketable title in and to the Acquired Assets, free and clear of all mortgages, security interests, liens, deeds of trust, notices of violation of law, ordinance or regulation, servitudes, easements, pledges, consents, preferential purchase rights, encumbrances or other title defects of any Lienskind, other than in respect of: (a) except the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and Permitted Encumbrances. (c) Each of the Assumed LiabilitiesContract Rights, including, any leases and licenses included in the Acquired Assets, is in full force and effect, Seller has received no (i) notice of cancellation or termination under any option or right reserved to any other party under any such Contract Rights or (ii) notice of default which remains uncured or has not been waived, and upon delivery to Buyer at Closing no event or condition has occurred or exists which, with notice or lapse of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5time or both would constitute a default under any Contract Rights. (d) Except as set forth in Schedule 3.3(b), Buyer shall thereby acquire legal and beneficial ownership and good, valid Seller has good and marketable title in to all of the Real Property, personal property, fixtures and to equipment comprising the Acquired Assets, free and clear of all security interests, liens, mortgages, deeds of trust, notices of violations of law, ordinance or regulation, pledges or encumbrances of any Lienskind, other than the Assumed Liabilities or those Acquired Assets Permitted Encumbrances. (e) The Real Property (and any other properties on which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets are located or conduct of business with respect to are used) and improvements thereon are zoned properly (as such zoning is reflected in the Acquired Assets zoning maps or other applicable public records) for operation as the Facilities and the exploitation performance of the Technology and Contracts. No the Products building or improvement, nor any of the appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates any restrictive covenants or any provision of any federal, state, or local law, ordinance or zoning regulation, or encroaches on any property owned by Buyer as same has been heretofore conducted by Sellerothers. (f) Neither the Real Property, and there are no material assets or nor any other properties owned, controlled, leased, licensed or used by Seller in the exploitation on which any of the Acquired Assets are located or are used, nor any building, structure or improvements thereon violate any building, fire, environmental or other regulatory law, ordinances or regulations, and Seller has received no notice of any violation or alleged violation of any thereof. (g) All buildings and structures situated on the operation of business in respect Real Property (or any other properties on which any of the Acquired Assets are located or the exploitation of the Technology are used) are structurally sound and the Products that will do not be transferred to Buyer hereunder. There are no outstanding Liabilities have any material defects in their roofs, foundations, HVAC system sewage system, walk-in coolers or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiessidewalls.

Acquired Assets. (a) The Acquired Assets are all of the assets, whether tangible or intangible (other than Excluded Assets), owned by Seller has legal that are used in or necessary for the manufacture of the Products, other than the Excluded Assets and beneficial ownership the standard “off the shelf” non-Product specific property, such as furniture and good, valid computers. (b) Seller owns good and marketable title in and to each of the Acquired Assets, free and clear of any Liens. No third Person owns any rights in or to any Acquired Asset, other than in respect ofincluding any Shuffler and DeckChecker Intellectual Property. Without limiting the generality of the foregoing, each Lender has terminated any and all Liens which such Lender had or may have had on any Acquired Asset. (c) The Shuffler and DeckChecker Intellectual Property are all of the Intellectual Property owned by Seller: (ax) used in, or a part of, the patents conduct of that portion of Seller’s business involving or relating to the Acquired Assets as currently conducted by Seller and (y) which are legally owned claimed by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing cover any of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title Products. (d) All Products installed in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject Legal Gaming Venue as of the grant of Closing Date have been sold to a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Sellerthird party, and there are no material assets leases, licenses or properties owned, controlled, leased, licensed or used by Seller in the exploitation “free trial” arrangements with respect to any such Products. (e) As of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There Closing Date, there are no outstanding Liabilities products of that portion of Seller’s business involving or Liens related relating to the Acquired Assets on a “free trial,” except as disclosed in Schedule 4.8(e). (f) As of the Closing Date, there are no pending orders received by the Seller for any Product. (g) None of TCS, Suzo Happ, Ten Stix or any of their respective subsidiaries or Affiliates currently has or claims to have any right to sell or distribute, or act as a distributor, representative or agent of Seller or any of Seller’s Affiliates with respect to, any of the Products other than the Assumed LiabilitiesProducts.

Acquired Assets. Seller has legal shall, in the manner and beneficial ownership form reasonably specified by Purchaser, deliver to Purchaser or a designated Subsidiary of Purchaser, all of the Acquired Assets. Such delivery shall include conveyance documents in the mutually agreeable forms attached hereto as Exhibit G, including: (A) a Quit Claim Deed, lease or easement as to any Transferred Real Property Interest not owned in fee simple by the Seller; (B) Assignments as to any rights of way, easements or other Transferred Real Property Interests owned or held by Seller; (C) a General Assignment and goodBill of Sale for the sale and transfer of all of the Acquired Assets (the “General Assignment”); (D) one or more Grants of Easement (Hut Site) for the portion of the Acquired Assets consisting of Seller-owned hut sites and a Grant of Easement (Satellite Dish Site) for the portion of the Acquired Assets consisting of Seller’s satellite dish site; and (E) one or more Assignments of Commercial Easement for the portion of the Acquired Assets consisting of Hut Sites that are not Seller-owned. In addition, Seller shall provide: (1) physical delivery of such documents, keys and other tangible property relating to the Business as Purchaser may reasonably request; (2) such other instruments of conveyance, assignment and transfer as may reasonably be requested by Purchaser to vest in Purchaser good and valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c3) the Assumed Liabilities, and upon delivery to Buyer at Closing electronic copies of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title any Software included in and to the Acquired Assets, free and clear of any Liens, other than . All such conveyance documents shall collectively be referred to herein as the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities“Collateral Agreements.”

Acquired Assets. Seller has legal Upon the terms and beneficial ownership and good, valid and marketable title in and subject to the Acquired Assetsconditions set forth in this Agreement, at the Closing but subject to the terms of the ▇▇▇▇ of Sale, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Liens, Encumbrances (other than in respect ofcontractual obligations arising following the effectiveness of the applicable Transfer Date under any Contract assumed by Buyer pursuant to the terms hereof), all of Seller’s right, title and interest to the Acquired Assets. “Acquired Assets” means all of the following assets, but excluding any Excluded Asset: (a) all of the patents relating Seller’s rights to the Acquired Assets which are legally owned by Borody for following: (i) the benefit of Intellectual Property assets set forth on Annex 1.1(a); and (ii) Seller’s trade names, logos, service marks and trademarks and any variation or forms thereof, including the name “Passport Health Plan” (the “Seller and which Borody will transfer to Buyer at Closing, Intellectual Property”); (b) subject to the Charges which will be created receipt of the Required Medicaid Regulatory Approvals and consummation of the Medicaid Novation, all of Seller’s rights and interests in the CHFS Medicaid Contract to the extent arising on or after the Effective CHFS Medicaid Contract Transfer Date and all rights to provide services to Medicaid Enrollees in accordance Seller’s health plans comprising the Medicaid Business and the corresponding revenues (including bonuses) payable by payors with Section 6.1Arespect to such Medicaid Enrollees (and other individuals) to the extent such revenues (including bonuses) relate to dates of service that occur on or after the CHFS Medicaid Contract Transfer Date; and (c) subject to the Assumed Liabilities, and upon delivery to Buyer at Closing receipt of the instruments Required D-SNP Regulatory Approvals and consummation of transfer contemplated by Sections 8.1.3 the D-SNP Novation and 8.1.5the terms of the New Reinsurance Agreement, Buyer shall thereby acquire legal all of Seller’s or UHC’s rights and beneficial ownership and good, valid and marketable title interests in and the D-SNP Contract to the Acquired Assets, free extent arising on or after the D-SNP Contract Transfer Date and clear of any Liens, other than all rights to provide services to D-SNP Enrollees in Seller’s or UHC’s health plans comprising the Assumed Liabilities or those Acquired Assets which are not capable of being transferred D-SNP Business and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used corresponding revenues (including bonuses) payable by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business payors with respect to the Acquired Assets such D-SNP Enrollees (and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related other individuals) to the Acquired Assets extent such revenues (including bonuses) relate to dates of service that occur on or after the Products other than the Assumed Liabilities.D-SNP Contract Transfer Date; -2-

Acquired Assets. Seller has legal and beneficial ownership and good, valid and marketable title in and Subject to the terms and conditions set forth in this Agreement, at the Closing referred to in Section 4 hereof, Seller shall sell, assign, transfer and deliver to the Buyer (or, at Buyer’s request delivered to Seller in writing no later than 10 business days prior to the Closing, to a wholly owned Israeli subsidiary of Buyer) and the Buyer shall purchase, acquire and take assignment and delivery of, all of the assets and rights of Seller relating to, or used in connection with, the Business (all of which assets and rights are hereinafter referred to collectively as the “Acquired Assets”), as set forth in Exhibit A attached hereto. (a) Seller represents and warrants to Buyer that, upon Buyer’s purchase of the Acquired Assets in accordance with this Agreement, Buyer will take the Acquired Assets free and clear of all encumbrances or rights and claims of any Liensthird party, other than in respect ofexcept for: (ai) the patents relating Office of the Chief Scientist of the Israeli Ministry of Trade, Industry and Labor (the “OCS”), and (ii) the Investment Center of the Israeli Ministry of Trade, Industry and Labor (the “Investment Center”), in each case as set forth on Schedule 1.2(i). The amounts paid to date and the amounts remaining outstanding as royalties by Seller to the Acquired Assets which OCS are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closing, set forth on Schedule 1.2(i). (b) On the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5date hereof, Buyer shall thereby acquire legal execute and beneficial ownership deliver to Seller for filing with the OCS (1) a “Transfer of Rights and goodObligations Agreement” with the OCS, valid and marketable title in and the form attached as Schedule 1.2(ii) hereto, pursuant to which Buyer shall fully assume the payment to the Acquired Assets, free and clear OCS of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens royalties under OCS programs related to the Acquired Assets or (the Products other than “Transfer of Rights Form”); and (2) an undertaking towards the Assumed LiabilitiesOCS in the OCS standard form attached hereto as Schedule 1.2(iii), pursuant to which Buyer undertakes to observe and comply with provisions of Israeli law relating to the transfer of intellectual property (the “Undertaking Form”). Buyer acknowledges that execution of the Undertaking Form is a condition to the OCS’s consent to the transactions contemplated herein.

Acquired Assets. On and subject to the terms and conditions of this Agreement, at the Closing, Buyer shall purchase from Seller, and Seller has legal shall sell, transfer, convey and beneficial ownership deliver to Buyer, all right, title and goodinterest of Seller, valid individually and marketable title collectively, in and to each of the following assets (collectively, the "Acquired Assets"): (i) all accounts, notes and other receivables relating to the Business or the Acquired Assets (it being understood that in the event that Seller at any time collects any amounts in respect of the Accounts Receivable included within the Acquired Assets subsequent to Closing, Seller shall promptly remit to Buyer all amounts so collected); (ii) all raw materials and supplies, works-in-process, finished goods and other items of inventory relating to the Business or the Acquired Assets (collectively, the "Inventory"); (iii) all machinery, office and computer equipment, tools, furniture, fixtures, leasehold improvements and other tangible personal property and fixed assets relating to the Business or the Acquired Assets, free wherever located, including, without limitation (collectively, the "Fixed Assets"); (iv) Seller's interest in all leases for real and clear of any Liens, other than in respect of: (a) the patents personal property relating to the Acquired Assets which are legally owned by Borody for Business (collectively, the benefit of Seller and which Borody will transfer "Leases"); (v) all Intellectual Property relating to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to Business or the Acquired Assets, free goodwill associated therewith, licenses and clear sublicenses granted and obtained with respect thereto and rights thereunder and all remedies against infringements thereof and rights to protection of any Liensinterests therein under the laws of all jurisdictions; (vi) all franchises, other than approvals, permits, licenses, orders, registrations, qualifications, certificates, variances and similar rights (collectively, "Permits") relating to the Assumed Liabilities Business or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect obtained from governmental agencies to the extent transferable to Buyer; (vii) all rights to receive mail and other communications addressed to Seller sent to the office of Seller (including, without limitation, mail and communications from customers, suppliers, distributors, agents and others and payments) relating to the Business or the Acquired Assets Assets; (viii) all books, records (including maintenance records, product tracing records, quality assurance/control records), ledgers, files, photographs, archives, reference materials, documents, correspondence, lists, drawings, specifications, advertising and promotional materials, studies, reports, research and other printed or written materials relating to the Business or the Acquired Assets; and (ix) all other property owned by Seller or in which Seller has an interest that relates to the Business or the Acquired Assets, including, without limitation, the names "Sierra Tucson Hospital" and any derivatives thereof and the exploitation of the Technology Business as a going concern and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesgoodwill thereof.

Acquired Assets. (a) Subject to the terms and the conditions set forth in this Agreement and on the basis of the representations and warranties herein, the Seller has legal agrees to, sell, convey, transfer, assign and beneficial ownership deliver to the Buyer, and goodthe Buyer agrees to purchase, valid receive and marketable accept, as applicable, from the Seller all of the Seller’s right, title and interest in and to the Acquired Assetsassets and properties of every kind, free character and clear of any Liensdescription, other than used in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody or for the benefit of Seller and which Borody will transfer the Business, whether tangible, intangible, real, personal or mixed, set forth in Schedule 2.1(a) hereto (collectively referred to Buyer at Closing, hereinafter as the “Assets”) other than the Excluded Assets (as defined below). Schedule 2.1(a) is referred to herein as the “Asset Schedule”. (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing Without limitation of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5foregoing, Buyer the Assets shall thereby acquire legal and beneficial ownership and goodinclude, valid and marketable title in and to the Acquired Assets, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business each case in respect of the Acquired Assets or Seller, all the exploitation tangible property, furniture, fixtures and equipment, Fifty Percent (50%) cash on hand at the Closing, Fifty Percent (50%) of the Technology and Accounts Receivable (to the Products that will not be transferred extent transferable under applicable Law), notes receivable (to Buyer hereunder. There are no outstanding Liabilities or Liens the extent listed on the Asset Schedule), inventory (including office supplies), tenant improvements (to the extent related to the Acquired Assets or the Products a lease which is an Assigned Contract), goodwill, software, Intellectual Property (other than as set out as an Excluded Asset), Prepaid Items, Assigned Contracts, Assigned Personal Property Leases, books and records (including all customer lists and all patient lists to the extent transferable under applicable Law, but excluding any patient medical records and files to the extent required to be retained by the Seller and any communications which are subject to attorney-client privilege), any Seller policies and procedures relating to the Business, telephone and email addresses, all Permits and certificates of need to the extent transferable to the Buyer, all benefits, proceeds and other amounts payable under any Seller policy of insurance to the extent (i) such amounts are payable for losses suffered or payable by Buyer or (ii) such amounts are payable with respect to an Assumed LiabilitiesLiability or other liability included in the calculation of Working Capital.

Acquired Assets. (i) Except for Seller has legal Intellectual Property, the Seller has, and beneficial ownership immediately prior to the Closing will have, good and goodvalid title to, or a valid and marketable title in and to the binding leasehold interest or license in, all Acquired Assets, free and clear of any LiensLiens except for Permitted Encumbrances. At the Closing, other than in respect of: (a) the patents relating to the Acquired Assets which are legally owned by Borody for the benefit of Seller and which Borody will transfer to Buyer at Closinggood and valid title to, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilitiesor, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5if Seller has a leasehold ​ interest or license, Buyer shall thereby acquire legal and beneficial ownership and good, a valid and marketable title in and to the binding leasehold interest or license in, all Acquired Assets, free and clear of any LiensLiens except for Permitted Encumbrances. Except as set forth on Schedule 5.2(c), other than Seller, to the Knowledge of Seller, no other Person has any legal title to, or beneficial interest in, any of the Acquired Assets. Notwithstanding any other representations and warranties in this Agreement, the representations in Section 5.2(e) constitute the sole representations and warranties of the Company in this Agreement with respect to Seller Intellectual Property. (ii) During the past three years, Seller has not been, and currently is not, in violation of any Law applicable to Seller or the Acquired Assets, which violation would be expected to materially detract from the value of or materially interfere with the current use of any of the Acquired Assets. (iii) Except for the Excluded Assets and as set forth in Schedule 5.2(c)(iii), (A) neither the Seller nor, to the Knowledge of Seller, any Affiliate of Seller, is a party to any material Contract other than the Assumed Contracts, (B) nor does Seller have any current Liabilities under any material Contract (including any expired or those terminated Contract), in each case, that is directly related to the Acquired Assets which are Assets. Seller is not capable of being transferred (and are the subject to Seller’s Knowledge, no other party thereto is) in material breach or violation of, or default under any of the grant Assumed Contracts, and to Seller’s Knowledge, no event has occurred and no circumstance or condition exists, which with or without notice or lapse of time, or both, would constitute a licence material breach or material default, or permit termination, modification, or acceleration, under any Assumed Contract or give any other Person the right to cancel, terminate, or modify any such Assumed Contract. Each Assumed Contract is valid, binding, enforceable and in full force and effect against Seller, and, to Seller’s Knowledge, against the other party thereto, in each case in accordance with Section 4its terms (1) subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditor’s rights generally or by equitable principles (whether considered in an action at law or in equity), and (2) except for such failures to be valid, binding or enforceable that would not individually or in the aggregate reasonably be expected to be material. To Seller’s Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Assumed Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Seller has not received written notice of any pending material disputes and, to Seller’s Knowledge, no material disputes have been threatened under any Assumed Contract included in the Acquired Assets. Except as set forth in Schedule 5.2(f)(ii), no Assumed Contract (x) limits or purports to limit the ability of Seller (or following the Closing, of Buyer) to compete in any line of business or with any Person in any geographic area or during any period of time, including any Contract that contains any non-competition, non-solicitation, non-hire or exclusivity restrictions, (y) contains any “most favored nation” rights or other preferential rights of any type or scope, including rights of first refusal or first offer, rights of first negotiation or any similar rights or provisions, (z) following the Closing, would create any joint venture, partnership or similar arrangement between Buyer and the applicable counterparty to such Contract. (iv) The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise constitute all of the material tangible and intangible assets, of any typeproperty and rights owned, necessary for the exploitation of the Acquired Assets leased or conduct of business licensed by Seller or its Affiliates with respect to the Acquired Assets and Compound. To the exploitation Knowledge of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or shall permit Buyer to continue to conduct the operation of business in respect development, testing, safety and efficacy of the Acquired Assets Compound following the Closing in all ​ respects in substantially the same manner as Seller or its Affiliates have conducted the exploitation same through the date hereof, it being acknowledged that Seller is not in possession of the Technology and Eisai Data or a development plan for the Products Compound that will not be transferred to Buyer hereunderreflects the Eisai Data. There are no outstanding Liabilities or Liens related Other than as set forth on Schedule 5.2(c)(iv), none of the Excluded Assets have been material to the Acquired Assets or the Products other than the Assumed Liabilitiesforegoing.

Acquired Assets. Seller has legal (a) The execution and beneficial ownership delivery of this Agreement and goodthe consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, valid or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title in and to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, and is conveying such title in such state to the Buyer pursuant to this Agreement. (c) The Acquired Assets are not subject to any Liensmaterial liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other than in respect of: (a) the patents undertakings relating to the Acquired Assets to which Sellers are legally owned a party or by Borody for which they or the benefit Acquired Assets are bound. All of Seller such contracts, agreements, leases, licenses and which Borody commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of the instruments any of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and clear upon the consummation of any Liensthe transactions contemplated hereby, other than Buyer will be entitled to use the Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are to the subject full extent that Sellers used the same immediately prior to the transfer of the grant Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of a licence customary oil and gas drilling on the Mineral Leases after the Closing in accordance with Section 4. The Acquired Assets are in good applicable laws, rules and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation of the Acquired Assets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesregulations.

Acquired Assets. Seller has legal Except as set forth on Schedule 4.4, (a) The AZ Parties own and beneficial ownership and goodhave good title to, valid and marketable title in and to the Acquired Assets, free and clear of all Liens other than Permitted Liens. Other than any LiensPermitted Liens and except as set forth in the Assigned Contracts and the In-License Agreements, none of the AZ Parties or their Affiliates has granted to any Third Party any interest, right to use, license, or entered into any covenants not to ▇▇▇, releases for infringement, or waivers of claims for infringement, in, of or with respect to the Acquired Assets. None of the AZ Parties or its Affiliates has received any written notice from any other Person challenging its ownership or rights to use any Acquired Assets and there are no pending actions or claims against any AZ Party or its Affiliates challenging such ownership or rights. (b) There are no actions, suits, (to AZ’s Knowledge) investigations by a Governmental Authority, claims, or proceedings (other than proceedings before a patent office in connection with the prosecution of the Assigned Intellectual Property) pending, or, to AZ’s Knowledge, threatened, relating in any way to the Acquired Assets that would materially and adversely affect the conduct of the Programs, including any that would reasonably be expected to impair in any material respect any AZ Party’s ability to assign, transfer, convey and deliver, or that otherwise materially and adversely affects, the Acquired Assets. (c) Other than any Permitted Liens and except as set forth in the [***] Collaboration Agreement, there are no existing Contracts to which any AZ Party or any of its Affiliates is a party, pursuant to which a Third Party is granted an option to acquire any interest in the Acquired Assets. (d) None of the Assigned Patents has ever been found invalid or unenforceable, in whole or in part, for any reason in any administrative, arbitration, judicial or other proceeding (other than in proceedings before a patent office in connection with the prosecution of the Assigned Patents) to which any AZ Party or its Affiliate is or was a party. None of the AZ Parties or its Affiliates has received any written notice from any other Person that any issued patents within the Assigned Patents are not valid and enforceable. (e) None of the AZ Parties or its Affiliates has engaged in, and (to AZ’s Knowledge) none of its agents or representatives have engaged in, any conduct, or omitted to perform any necessary act, the result of which has invalidated or would reasonably be expected to invalidate any of the Assigned Patents. (f) None of the Assigned Patents is or has been involved in any reexamination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or, to AZ’s Knowledge, threatened. (g) The AZ Parties and their Affiliates have not received any written notice that any maintenance fees and annuities due on the Assigned Patents have not been timely paid except to the extent such failure to timely pay has not resulted in the final abandonment of any Assigned Patent. (h) To AZ’s Knowledge, the practice of the inventions, discoveries, technology or ideas claimed in the Assigned Patents does not and will not infringe upon (including inducing or contributing to the infringement of) or misappropriate any intellectual property rights of any Third Party, and the AZ Parties and their Affiliates have not received any written notice alleging the foregoing. (i) None of the AZ Parties, any of their Affiliates, nor their respective agents and advisors, has (i) put a Third Party on notice of actual or potential infringement of any of the Assigned Patents or (ii) initiated any enforcement action with respect to any of the Assigned Patents. (j) None of the AZ Parties or any of their Affiliates has received any written communication from any Governmental Authority relating to any violation of any applicable Law in connection with the Acquired Assets. (k) The Programs and Products existing as of the date hereof have been conducted and developed, and the Biological Materials have been manufactured, processed, tested and stored, in accordance with all applicable Laws, rules and regulations, in all material respects. No Person involved in development of any data included in the Regulatory Materials has been convicted of (or investigated for) any crime or engaged in any conduct that would reasonably be expected to result in exclusion under 42 U.S.C. Section 1302a-7 or any similar state law or regulation or been debarred by the FDA under Article 306 or the Federal Food Drug and Cosmetic Act, 21 U.S.C. Section 335a(a) or (b). (l) None of the AZ Parties or their Affiliates has received (a) any FDA Form 483 “Inspectional Observations”, or similar notice from any Governmental Authority, relating to the Programs, Products or the facilities in which the Products are manufactured; (b) any FDA Notices of Adverse Findings, or similar notice from any other Governmental Authority, with respect to the Products or the Programs; or (c) any “warning letters,” or “untitled letters,” or other similar Governmental Authority notice of inspectional observations or legal deficiencies or other written correspondence from the FDA or any other Governmental Authority asserting a violation of applicable Law concerning the Programs or the Products. There has not been a recall or market withdrawal or replacement of any Product by, or on behalf of: , any AZ Party or any of its Affiliates, whether voluntary or involuntary. The AZ Parties and their Affiliates are, and at all times have been, in compliance with all adverse event reporting requirements applicable to the Products. (m) Neither any AZ Party nor any of its Affiliates has made any false statements on, or omissions from, the applications, reports and other submissions or communications (written or oral) to the FDA or any other Governmental Authority with respect to the Programs, the Product(s) or their manufacture or any other records, reports and documentation prepared or maintained to comply with the requirements of applicable Law. None of the AZ Parties or any of their Affiliates is the subject of any pending or, to AZ’s Knowledge, threatened investigation by any Governmental Authority with respect to the Programs, or the Products, including by (a) the patents relating FDA pursuant to the Acquired Assets which are legally owned by Borody for the benefit its “Fraud, Untrue Statements of Seller Material Facts, Bribery, and which Borody will transfer to Buyer at ClosingIllegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto; (b) the Charges which will be created on the Effective Date in accordance with Section 6.1AFederal Trade Commission (“FTC”); and or (c) any other Governmental Authority that has jurisdiction over the Assumed LiabilitiesPrograms under any similar policy. (n) The Assigned Contracts are in full force and effect and, and upon delivery to Buyer at Closing of the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5AZ’s Knowledge, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and no party to the Acquired AssetsAssigned Contracts is in material breach thereof. (o) To AZ’s Knowledge, free and clear of any Liens, other than the Assumed Liabilities or those Acquired Assets which are not capable (including for this purpose the Duke License Agreement and the DFCI License Agreement), along with the Licensed Intellectual Property, the Transferred Employees and the rights of being transferred and are Spinco under the subject of the grant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets Transaction Agreements, comprise all of the material assets, of any type, assets and rights that are necessary for Spinco to conduct the exploitation Programs from and after the Closing, where applicable, during the period contemplated by such Transaction Agreements in all material respects as currently conducted by the AZ Parties and their Affiliates as of the Acquired Assets or conduct of business with respect Closing Date. The Assigned Patents, the Patents subject to the Acquired Assets Assigned Contracts, the Duke License Agreement and the exploitation DFCI License Agreement and the Patents within the Licensed Intellectual Property comprise all of the Technology and Patents owned or controlled by the AZ Parties or their Affiliates that claim or cover the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the exploitation uses of the Acquired Assets or Products (but for clarity not methods of manufacturing the operation of business in respect Products) as of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilitiesdate hereof.