Common use of Asset Purchase Clause in Contracts

Asset Purchase. On and subject to the terms and conditions set forth in this Agreement, and except as set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller and Seller shall sell, convey, assign, transfer, and deliver to Buyer, all properties, assets, and rights owned by Seller as of the Closing Date and used, related or incidental to, or otherwise associated with the Menasha Operations and the CPC Business, whether tangible or intangible, real or personal (the "Transferred Assets"), including without limitation the following: a. all notes, accounts receivable and long term receivables, including intercompany receivables for products shipped or sold or services rendered by a division, subsidiary or affiliate of Seller; b. all prepayments, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-process, finished goods, unsigned goods and other inventories and related supplies; d. all Proprietary Rights (as defined in Section 6. l. below); e. all real property, whether owned or leased, and all plants, buildings and other improvements located on such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances to such owned or leased property, including, without limitation, all appurtenant rights in and to public streets, whether or not vacated (collectively, the "Real Estate"); f. all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property of any kind wherever located; g. all leasehold interests and improvements and all machinery, equipment (including all transportation and office equipment), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, the machinery and equipment listed on Schedule A which have been transferred from the Linden facility to the Menasha Operations; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consents, orders, registrations, privileges, memberships, certificates, approvals or other similar rights and all other agreements, arrangements and understandings; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records of every kind and nature; j. all claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set-off of every kind and nature;

Asset Purchase. On and subject to ‌ 4.1 The Parties shall procure that the terms and conditions set forth in this Agreement, and except as set forth in this Agreement, on the Closing Date, Buyer shall purchase from Relevant Seller and Seller Entities shall sell, convey, assign, transfer, and deliver to Buyer, all properties, assets, and rights owned by Seller as of the Closing Date and used, related or incidental to, or otherwise associated with the Menasha Operations and the CPC Businessrelevant Brand Operation Entities shall purchase, whether tangible or intangible, real or personal by executing asset purchase agreements in the Agreed Form (the "Transferred AssetsAsset Purchase Agreements"), including without limitation in each case with effect from the following: a. all notesAsset Purchase Completion, accounts receivable the legal and long term receivables, including intercompany receivables for products shipped or sold or services rendered by beneficial title to the following Brand Operations Assets of each Relevant Seller Entity:‌ 4.1.1 the Inventory as at Asset Purchase Completion; 4.1.2 the benefit of any amount to which the Relevant Seller Entity is entitled from a division, subsidiary or affiliate of Seller; b. all prepayments, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-process, finished goods, unsigned goods and other inventories and related supplies; d. all Proprietary Rights person (as defined in Section 6. l. below); e. all real property, whether owned or leased, and all plants, buildings and other improvements located on such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances to such owned or leased property, including, without limitation, an insurer) in respect of damage or injury to any of the Brand Operations Assets; 4.1.3 all appurtenant rights of the property and assets as set out in the Agreed Lists; and 4.1.4 all of the other property and assets owned by any Relevant Seller Entity (wherever located) and used exclusively in connection with the Brands Operation as at immediately prior to public streetsthe Second Carve-out Completion Date. 4.2 The Founder Parties shall procure that each Relevant Seller Entity represents and warrants that it has and shall at the Second Carve-out Completion Date have the right to transfer legal and beneficial title to the Brand Operations Assets and agrees to sell legal and beneficial title to the Brand Operations Assets free from all Encumbrances. 4.3 Asset Purchase Completion is conditional on the Scheme Effective Date and any required regulatory clearances.‌ 4.4 The purchase price of the Brand Operations Assets shall be the fair market value at the time of each relevant transfer (the "Asset Purchase Price"). 4.5 Save as otherwise provided pursuant to data migration arrangements in accordance with Clause 15 and Schedule 12 (Data Migration), the Founder Parties shall procure that the Other Operations Entities shall: 4.5.1 transfer and/or deliver to the Brand Operation Entities all Records relating exclusively to the Brand Operations and/or the Brand Operations Assets at Asset Purchase Completion; and 4.5.2 procure that the Other Operations Entities give prompt and effective access to all Records by the Other Operations Entities to the Brand Operations Entities from Asset Purchase Completion, whether by physical inspection or not vacated online access (collectively, the "Real Estate"); f. all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property of any kind wherever located; g. all leasehold interests and improvements and all machinery, equipment (including all transportation and office equipment), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, the machinery and equipment listed on Schedule A which have been transferred from the Linden facility as applicable having regard to the Menasha Operations; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consents, orders, registrations, privileges, memberships, certificates, approvals or other similar rights and all other agreements, arrangements and understandings; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records form of every kind and nature; j. all claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set-off of every kind and nature;the relevant Records).

Asset Purchase. On and subject to the terms and conditions set forth in this Agreement, and except as set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller and Seller shall sell, convey, assign, transfer, and deliver to Buyer, all properties, assets, and rights owned by Seller as of the Closing Date and used, related or incidental to, or otherwise associated with the Menasha Operations and the CPC Business, whether tangible or intangible, real or personal (the "Transferred Assets"), including without limitation the following: : a. all notes, accounts receivable and long term receivables, including intercompany receivables for products shipped or sold or services rendered by a division, subsidiary or affiliate of Seller; ; b. all prepayments, prepaid expenses and all interests in insurance policies; ; c. all raw materials, work-in-process, finished goods, unsigned consigned goods and other inventories and related supplies; ; d. all Proprietary Rights (as defined in Section 6. l. below); ; e. all real property, whether owned or leased, and all plants, buildings and other improvements located on such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances to such owned or leased property, including, without limitation, all appurtenant rights in and to public streets, whether or not vacated (collectively, the "Real EstateREAL ESTATE"); ; f. all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property of any kind wherever located; ; g. all leasehold interests and improvements and all machinery, equipment (including all transportation and office equipment), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, the machinery and equipment listed on Schedule A which have been transferred from the Linden facility to the Menasha Operations; ; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consents, orders, registrations, privileges, memberships, certificates, approvals or other similar rights and all other agreements, arrangements and understandings; ; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records of every kind and nature; ; j. all claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set-off of every kind and nature; k. all goodwill as a going concern and all other intangible properties; l. all franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from governments and governmental agencies; m. all books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings and specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials; and n. all other property and assets owned by Seller used in the Menasha Operations on the Closing Date including all other property owned by Seller (and not part of Central) used exclusively in the CPC Business.

Asset Purchase. On the terms and subject to the terms and conditions set forth in this Agreement, and except as set forth in this Agreementat the closing of the transactions contemplated herein (the "Closing"), on the Closing Date, Buyer shall TransWestern agrees to purchase from Seller Seller, and Seller shall agrees to (and Shareholder agrees to cause Seller to) sell, convey, assign, transfer, convey and deliver to BuyerTransWestern, free and clear of any Security Interest, all propertiesof Seller's right, assetstitle and interest in and to the following assets (collectively, the "Purchased Assets"): (i) customer files and records and data contained therein (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) all Future Edition Customer Contracts; (iii) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights owned thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller or Shareholder in connection with the ownership, operation or publication of any Directories; (iv) all Advance Payments associated with Future Edition Customer Contracts and all accounts, notes and other receivables arising in connection with any Future Editions; (v) all Pre-Paid Direct Costs; (vi) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule"; (vii) certain tangible assets set forth on the attached "Additional Purchased Assets Schedule" and identified by TransWestern to Seller after the Closing with an aggregate book value not to exceed $50,000 (based on the book values assigned to such assets on the Additional Purchased Assets Schedule); (viii) the leases set forth on the attached "Assumed Leases Schedule"; (ix) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (x) all franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from governments and govern mental agencies associated with, relating to or arising as a result of the Closing Date ownership or operation of the Directories; (xi) rights to receive mail, telephone calls and usedother communications addressed to or directed at Seller or Shareholder (including mail, related telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or incidental provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others) and payments relating to the Purchased Assets; (xii) ad-copy, drawings, specifications, advertising and promotional materials, studies, reports and other printed or written materials relating to, or otherwise associated with or used by Seller or Shareholder in connection with the Menasha Operations ownership or publication of any Directories; (xiii) the Coastal Note; and (xiv) all other assets, rights, properties and the CPC Businessinterests of every kind and nature, whether tangible or intangible, real and wherever located and possessed and owned by Seller or personal (Shareholder as of the "Transferred Assets"), including without limitation Closing Date to the following: a. all notes, accounts receivable and long term receivables, including intercompany receivables for products shipped or sold or services rendered by a division, subsidiary or affiliate of Seller; b. all prepayments, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-process, finished goods, unsigned goods and other inventories and related supplies; d. all Proprietary Rights (as defined in Section 6. l. below); e. all real property, whether owned or leased, and all plants, buildings and other improvements located on extent such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances assets directly relate to such owned or leased property, including, without limitation, all appurtenant rights in and to public streets, whether or not vacated (collectively, the "Real Estate"); f. all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property ownership of any kind wherever located; g. all leasehold interests and improvements and all machineryDirectories or the advertising, equipment (including all transportation and office equipment), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, publication or printing of any Future Editions consistent with the machinery and equipment listed on Schedule A which have been transferred from intent of the Linden facility to the Menasha Operations; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consents, orders, registrations, privileges, memberships, certificates, approvals or other similar rights and all other agreements, arrangements and understandings; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records of every kind and nature; j. all claims, refunds, credits, causes of action, choses Parties as expressed in action, rights of recovery and rights of set-off of every kind and nature;this Agreement.

Asset Purchase. On the terms and subject to the terms and conditions set forth in this Agreement, and except as set forth in this Agreementat the closing of the transactions contemplated herein (the "Closing"), on the Closing Date, Buyer shall TransWestern agrees to purchase from Seller Seller, and Seller shall agrees to (and Shareholder agrees to cause Seller to) sell, convey, assign, transfer, convey and deliver to BuyerTransWestern, free and clear of any Security Interest, all propertiesof Seller's right, assetstitle and interest in and to the following assets (collectively, the "Purchased Assets"): (i) customer files and records and data (whether in hard copy or in computer file format) contained therein (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) all Customer Contracts and the Purchased Receivables with respect to all Future Editions and all Prior Editions; (iii) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights owned thereunder, reme dies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller as or Shareholder in connection with the ownership, operation or publication of any Directories; (iv) all Advance Payments associated with any Customer Contracts and all accounts, notes and other receivables arising in connection with any edition of the Closing Date Directories; (v) all Pre-Paid Direct Costs; (vi) agreements, contracts, purchase orders, contractual rights and usedother similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule"; (vii) the leases set forth on the attached "Assumed Leases Schedule"; (viii) all claims, related refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (ix) all franchises, approvals, permits, licenses, orders, registrations, certif icates, variances and similar rights obtained from governments and governmental agencies associated with, relating to or incidental arising out of or as a result of the ownership or operation of the Directories; (x) rights to receive mail, telephone calls and other communications addressed to or directed at Seller or Shareholder (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others) and payments relating to the Purchased Assets; (xi) ad-copy, drawings, specifications, advertising and promotional materials, studies, reports and other printed or written materials relating to, or otherwise associated with or used by Seller or Shareholder in connection with the Menasha Operations ownership or publication of any Directories; and (xii) all other assets, rights, properties and the CPC Businessinterests of every kind and nature, whether tangible or intangible, real and wherever located and possessed and owned by Seller or personal Shareholder as of the Closing Date to the extent such assets relate to the ownership of any Directories as now and as proposed to be owned and operated or the advertising, publication or printing of any Future Editions in a manner consistent with Seller's and TransWestern's current practice and the intent of the Parties as expressed in this Agreement; provided for further clarity that, the Purchased Assets shall not include Seller's fixed assets or office equipment (including any office supplies, furniture or computer and computer peripheral hardware)(collectively, the "Transferred Excluded Assets"), including without limitation the following: a. all notes, accounts receivable and long term receivables, including intercompany receivables for products shipped or sold or services rendered by a division, subsidiary or affiliate of Seller; b. all prepayments, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-process, finished goods, unsigned goods and other inventories and related supplies; d. all Proprietary Rights (as defined in Section 6. l. below); e. all real property, whether owned or leased, and all plants, buildings and other improvements located on such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances to such owned or leased property, including, without limitation, all appurtenant rights in and to public streets, whether or not vacated (collectively, the "Real Estate"); f. all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property of any kind wherever located; g. all leasehold interests and improvements and all machinery, equipment (including all transportation and office equipment), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, the machinery and equipment listed on Schedule A which have been transferred from the Linden facility to the Menasha Operations; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consents, orders, registrations, privileges, memberships, certificates, approvals or other similar rights and all other agreements, arrangements and understandings; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records of every kind and nature; j. all claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set-off of every kind and nature;.

Asset Purchase. On the terms and subject to the terms and conditions set forth in this Agreement, and except as set forth in this Agreementat the closing of the transactions contemplated herein (the "Closing"), on the Closing Date, Buyer shall TransWestern agrees to purchase from Seller Seller, and Seller shall agrees to (and Shareholders agree to cause Seller to) sell, conveytrans-fer, assign, transfer, convey and deliver to BuyerTransWestern, free and clear of any Security Interest (other than Permitted Security Interests) all propertiesof Seller's right, title and interest in and to all of the assets, rights, properties and rights owned by Seller as interests of the Closing Date every kind and used, related or incidental to, or otherwise associated with the Menasha Operations and the CPC Businessnature, whether tangible or intangible, real and wherever located, which are owned or personal used by Seller in the operation of the Business (collectively, the "Transferred Purchased Assets"), including without limitation other than those assets identified on the following: a. all notes, accounts receivable and long term receivables, including intercompany receivables for products shipped or sold or services rendered by a division, subsidiary or affiliate of Seller; b. all prepayments, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-process, finished goods, unsigned goods and other inventories and related supplies; d. all Proprietary Rights (as defined in Section 6. l. below); e. all real property, whether owned or leased, and all plants, buildings and other improvements located on such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances to such owned or leased propertyattached "Excluded Assets Schedule", including, without limitation, all appurtenant rights of Seller's right, title and interest in and to public streets, whether or not vacated the following assets: (collectively, the "Real Estate"); f. all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property of any kind wherever located; g. all leasehold interests and improvements and all machinery, equipment i) Records (including all transportation and office equipment), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) Customer Contracts with respect to all Future Editions; (iii) Intellectual Property, goodwill associ-ated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, reme-dies against infringe-ments thereof, and rights to protection of interests therein under the machinery laws of all jurisdictions, in each case associated with, relating to or used by Seller in connection with the ownership, operation or publication of any Directories; (iv) Advance Payments made in connection with the Future Editions (other than the Transition Directories); (v) all accounts, notes and equipment listed on Schedule A which have been transferred from other receivables arising in connection with any Future Editions of the Linden facility to the Menasha Operations; h. Directories; (vi) all Pre-Paid Direct Costs; (vii) agreements, contracts, purchase orders, contractual rights and claims existing under contractsother similar arrangements identified as "Assumed Contracts" on the attached "Contracts Schedule"; (viii) all claims, leasesrefunds, insurance policiesrights of recovery, licensesrights of set off and rights of recoupment of any kind relating to any Future Editions; (ix) all franchises, approvals, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consentslicens-es, orders, registrations, privilegescertif-i--▇▇▇▇▇, memberships, certificates, approvals or other variances and similar rights obtained from governments and all govern-mental agencies associated with, relating to or arising out of or as a result of the ownership or operation of the Directories; (x) rights to receive mail, telephone calls and other agreementscommunications addressed to or directed at Seller (including mail, arrangements telephone calls and understandings; i. all lists and records pertaining other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to customersany Customer Contract), suppliers, distributors, personnel and agents and all other filesothers), documentsbut subject to Seller being able to fulfill its obligations under Section 4.4 after the Closing, correspondenceand payments relating to the Purchased Assets; (xi) ad-copy, platsdrawings, architectural plans, drawings and specifications, computer programs advertis-ing and business records promotional materials, studies, reports and other printed or written materi-als relating to, associated with or used by Seller in connection with the ownership or publication of every kind and natureany Directories; j. all claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set-off of every kind and nature;and (xii) the fixed assets listed on the attached "Fixed Assets Schedule."

Asset Purchase. On the terms and subject to the terms and conditions set forth in this Agreement, and except as set forth in this Agreementat the closing of the transactions contemplated herein (the "Closing"), on the Closing Date, Buyer shall TransWestern agrees to purchase from Seller Sellers, and Seller shall Sellers agrees to sell, convey, assign, transfer, convey and deliver to BuyerTransWestern, free and clear of any Security Interest, all propertiesof Sellers' right, assetstitle and interest in and to the following assets (collectively, the "Purchased Assets"): (i) customer files and records and data contained therein (including, without limitation, customer lists, customer correspondence and customer telephone numbers) relating to any edition of any Directory, together with copies of all Customer Contracts; (ii) all Customer Contracts with respect to all Future Editions; (iii) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights owned thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, in each case associated with, relating to or used by Seller as Sellers in connection with the ownership, operation or publication of any Directories; (iv) all Advance Payments and all accounts, notes and other receivables arising in connection with any Future Editions of the Directories; (v) all Pre-Paid Direct Costs and all Pre-Paid Deferred Costs; (vi) agreements, contracts, purchase orders, contractual rights and other similar arrangements identified as "Other Assumed Contracts" on the attached "Contracts Schedule"; (vii) the leases set forth on the attached "Assumed Leases Schedule"; (viii) all claims, refunds, rights of recovery, rights of set off and rights of recoupment of any kind relating to any Future Editions; (ix) all franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from governments and governmental agencies associated with, relating to or arising out of or as a result of the ownership or operation of the Directories; (x) rights to receive mail (except mail solely involving the post-Closing Date operation of the Sellers' businesses (other than the ownership and usedoperation of the Directories) and subject to the right of Sellers to review all mail relating to pre-Closing Date matters), related telephone calls and other communications addressed to or incidental directed at Sellers (including mail, telephone calls and other communications from customers (including, without limitation, any customer inquiries regarding the terms or provision of Directory Services pursuant to any Customer Contract), suppliers, distributors, agents and others) and payments relating to the Purchased Assets; (xi) ad-copy, drawings, specifications, advertising and promotional materials, studies, reports and other printed or written materials relating to, or otherwise associated with or used by Sellers in connection with the Menasha Operations ownership or publication of any Directories; (xii) the fixed assets set forth on the attached "Fixed Assets Schedule"; and (xiii) all other assets, rights, properties and the CPC Businessinterests of every kind and nature, whether tangible or intangible, real and wherever located and possessed and owned by Sellers or personal (used by Sellers or in connection with the "Transferred Assets"), including without limitation operations of Sellers' business as of the following: a. all notes, accounts receivable and long term receivables, including intercompany receivables for products shipped or sold or services rendered by a division, subsidiary or affiliate of Seller; b. all prepayments, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-process, finished goods, unsigned goods and other inventories and related supplies; d. all Proprietary Rights (as defined in Section 6. l. below); e. all real property, whether owned or leased, and all plants, buildings and other improvements located on Closing Date to the extent such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances assets relate to such owned or leased property, including, without limitation, all appurtenant rights in and to public streets, whether or not vacated (collectively, the "Real Estate"); f. all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property ownership of any kind wherever located; g. all leasehold interests Directories as now and improvements as proposed to be owned and all machineryoperated or the advertising, equipment (including all transportation publication or printing of any Future Editions in a manner consistent with Sellers' and office equipment), fixtures, trade fixtures, tools, dyes TransWestern's current practice and furniture, computers, automobiles and vehicles, wherever located including, without limitation, the machinery and equipment listed on Schedule A which have been transferred from intent of the Linden facility to the Menasha Operations; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consents, orders, registrations, privileges, memberships, certificates, approvals or other similar rights and all other agreements, arrangements and understandings; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records of every kind and nature; j. all claims, refunds, credits, causes of action, choses Parties as expressed in action, rights of recovery and rights of set-off of every kind and nature;this Agreement.

Asset Purchase. On and subject to the terms and conditions set forth in of this Agreement, and except as set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller and Seller MAST shall sell, convey, assign, transfer, convey and deliver to BuyerGP Corp, and GP Corp shall purchase from MAST, all propertiesof MAST’s right, title and interest in all of the assets, properties and rights owned used or held for use by Seller as MAST in the operation or conduct of its historical business existing on the Closing Date and usedEffective Date, related or incidental to, or otherwise associated with the Menasha Operations and the CPC Businesswherever located, whether tangible or intangible, real real, personal or personal (the "Transferred Assets"), including without limitation the following: a. all notes, accounts receivable and long term receivables, including intercompany receivables for products shipped or sold or services rendered by a division, subsidiary or affiliate of Seller; b. all prepayments, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-process, finished goods, unsigned goods and other inventories and related supplies; d. all Proprietary Rights (as defined in Section 6. l. below); e. all real property, whether owned or leased, and all plants, buildings and other improvements located on such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances to such owned or leased propertymixed, including, without limitationfor the avoidance of doubt, all appurtenant rights the following assets (except, in and to public streetseach case, for the Excluded Assets), whether or not vacated any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in MAST’s books or financial statements: (collectivelyi) the Assigned Contracts and all prepayments related thereto; (ii) the Assumed Leases and any deposits related thereto; (iii) the leasehold interest (the “Transferred Premises”) described in Section 1.1(b)(iii) of the disclosure letter delivered by MAST to GP Corp concurrent with delivery of this Agreement (the “Disclosure Letter”); (iv) all Fixtures and Supplies; (v) the Business Records which relate to the assets acquired by GP Corp under this Agreement (the “Purchased Assets”) and the Assumed Liabilities to the extent the purchase and sale thereof is permitted by Law and, with respect to any portion of such Business Records which are required by Law to be retained by MAST or its Affiliates, the "Real Estate")right to access and copy such portions; f. (vi) the Goodwill connected with the use of the Purchased Assets; (vii) all office supplies, production supplies, spare parts, other miscellaneous supplies, and other tangible property of any kind wherever located; g. all leasehold interests and improvements and all machinery, equipment (including all transportation and office equipment), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, the machinery and equipment listed on Schedule A which have been transferred from the Linden facility rights to the Menasha Operations; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consents, orders, registrations, privileges, memberships, certificates, approvals or other similar rights and all other agreements, arrangements and understandings; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records of every kind and nature; j. all claims, refunds, credits, causes of action, choses in action, rights of recovery recovery, and rights of set-off off, made or asserted against any Person on or after the Effective Date relating to the Purchased Assets, whether arising out of every kind actions or conditions occurring prior to, on, or after the Effective Date, including all rights to ▇▇▇ for or assert claims against and nature;seek remedies and to retain any and all damages, settlement amounts and other amounts therefrom; (viii) all Software; and (ix) all guarantees, warranties, indemnities and similar rights in favor of MAST or its Affiliates related to any of the foregoing (collectively, the “Purchased Assets”) free and clear of any Encumbrances.

Asset Purchase. On Upon the terms and subject to the terms and conditions set forth in this AgreementAgreement and in the Intellectual Property Matters Agreement in the form attached hereto as Exhibit A (the “IPMA”) as applicable, and except as set forth in this Agreement, on at the Closing Date(as defined below), Buyer shall purchase from Seller and Seller shall or shall cause one or more of its Subsidiaries to sell, convey, assign, transfer, convey and deliver to Buyerthe Purchaser, and Purchaser or a designated Subsidiary of Purchaser shall acquire and accept from Seller or such Subsidiaries, all of Seller’s and such Subsidiaries’ respective right, title and interest in and to the following assets and properties, assetsfree and clear of Liens other than Permitted Liens (all such assets collectively referred to herein as the “Purchased Assets”): (i) those current product lines of Seller, and rights owned by those discontinued, predecessor and legacy product lines of the Business from the prior ten (10) years (the “Discontinued Products”), in each case described on Schedule 2.1(i) of the Disclosure Letter (collectively, the “Seller Products”); (ii) the tangible personal property assets of Seller listed on Schedule 2.1(ii) of the Disclosure Letter, including the fixed assets listed therein (the “Tangible Assets”); (iii) all inventory, raw materials, works in progress and finished goods exclusively relating to any of the Seller Products or otherwise exclusively relating to the Business that exist as of the Closing Date (the “Inventory Assets”); provided that with respect to any and usedall triple-quadrupole (“QQQ”) mass spectrometry (“MS”) related inventories which could be used for either the GC-QQQ-MS product line (which constitutes a Seller Product) or the LC-QQQ-MS product line (which does not constitute a Seller Product), related (A) inventory which is designated in the applicable production forecasts of the Varian Companies as being for GC-QQQ-MS shall constitute Inventory Assets hereunder and inventory which is designated in such production forecasts as being for LC-QQQ-MS shall not constitute Inventory Assets hereunder, and (B) inventory which is either designated in the applicable production forecasts of the Varian Companies as being for both GC-QQQ-MS and LC-QQQ-MS, or incidental inventory which is not designated for either such product line, shall be allocated as Inventory Assets hereunder and non-Inventory Assets on the basis of the ratio of the total inventory designated for GC-QQQ-MS to the total inventory designated for LC-QQQ-MS in Varian’s fiscal year 2009; (iv) true and complete copies of all Seller’s customer list, customer lead list, finished goods inventory list, production data, manuals and engineering records and other business records that, in each case, exclusively relate to, or are solely used in the operation of the Business (including but not limited to any such records and information that are exclusively related to the Purchased Assets) (collectively, the “Business Records”) provided, however, that the Business Records shall not include any (i) employee-related or employee benefit-related files or records, employee benefit plans or documents relating to commitments and arrangements with employees of Seller or its Affiliates, except for personnel files for Transferred Employees, or (ii) books and records that relate to or include information of third parties that is subject to a confidentiality agreement that is not a Purchased Asset; provided further that Seller shall retain a copy of any Business Records which are necessary or desirable for tax reporting purposes or for responding to queries or claims with respect to the conduct of the Business prior to the Closing or the defense of any claims under the terms of this Agreement or any other Transaction Document; and provided further that it is acknowledged, agreed and understood by Purchaser that Business Records relating to Discontinued Products will be transferred by Seller only to the extent that such Business Records exist as of the Closing and can be located through commercially reasonable efforts on the part of Seller; (v) all unfulfilled customer purchase and supply orders of the Business as of the Closing Date which shall constitute Assumed Contracts hereunder; (vi) the rights of Seller or any Subsidiary of Seller under those Contracts listed on Schedule 2.1(vi) of the Disclosure Letter to the extent that such rights are applicable to the Business and assignable to Purchaser (collectively, the “Assumed Contracts”); (vii) the Transferred Intellectual Property Rights described in Schedule 2.1(vii) of the Disclosure Letter; (viii) the Licensed Intellectual Property Rights as described in the IPMA; (ix) the Transferred Licenses described in Schedule 2.1(ix) of the Disclosure Letter, which shall also be deemed to constitute Assumed Contracts hereunder; (x) all of the following finished goods inventory to the extent that such items are already bolted to, attached to, put on or otherwise associated part of a Seller Product or in final test or production for use on or in connection with a Seller Product as of the Menasha Operations Closing: SPS3 sample changers; autosamplers; autoinjectors; Lab GC accessories; and Lab GC consumables; (xi) all demonstration and research inventory to the CPC extent substantially related to or substantially used in the Business, whether tangible located in the field organization or intangibleotherwise (including SPS3 sample changers, real autosamplers, autoinjectors, Lab GC accessories, and Lab GC consumables which form part of Seller Products included in such inventory in the manner described in clause (x) above); (xii) all spare parts for the Business (including spare parts for any Discontinued Products), whether available at the factories or personal field offices of the Business or otherwise; provided that, with respect to any and all triple-quadrupole mass spectrometry related spare parts which could be used for either the GC-QQQ-MS products or the LC-QQQ-MS products (the "Transferred Assets"“QQQ-MS Spare Parts”), including such QQQ-MS Spare Parts shall be allocated between Seller and Purchaser based upon the percentage of the total number of QQQ-MS Spare Parts that were used solely for the GC-QQQ-MS product line (the “GC-QQQ Portion”) relative to the percentage of the total number of QQQ-MS Spare Parts that were used solely for the LC-QQQ-MS product line relative to the percentage of the total number of QQQ-MS Spare Parts that were used for combined GC-QQQ-MS/LC-QQQ-MS products (the “Combined QQQ-MS Portion”), in each case, during Varian’s fiscal year 2009, such that the number of QQQ-MS Spare Parts held by Seller and/or its Affiliates as of the Closing (the “Closing QQQ-MS Spare Parts”) that are transferred to Purchaser hereunder shall be the sum of (x) the GC-QQQ Portion of the Closing QQQ-MS Spare Parts plus (y) a portion of the Closing QQQ-MS Parts equal to the Combined QQQ-MS Portion thereof multiplied by the quotient obtained by dividing (I) the total number of QQQ-MS Spare Parts that were used solely for the GC-QQQ-MS product line in Varian’s fiscal year 2009 by (II) the total number of QQQ-MS Spare Parts that were used for both the GC-QQQ-MS products and the LC-QQQ-MS products in Varian’s fiscal year 2009; (xiii) true and complete copies of customer lists, invoices, manuals, production data or other technical business records for SPS3 sample changers, autosamplers or autoinjectors that were sold exclusively for use with Seller Products only to the extent that such records exist and can be located through commercially reasonable efforts on the part of Seller and clearly indicate on the face of such documentation that such instruments were sold for use with a Seller Product; (xiv) all service, maintenance and support contracts of Seller and/or its Affiliates that exclusively relate to Seller Products and which are in effect as of the Closing, including, without limitation limitation, any of the following: a. all notes, accounts receivable and long term receivables, including intercompany receivables for products shipped or sold or services rendered by a division, subsidiary or affiliate of Seller; b. all prepayments, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-process, finished goods, unsigned goods and other inventories and related supplies; d. all Proprietary Rights same with respect to Discontinued Products (as defined in Section 6. l. belowthe “Service Contracts”); e. all real propertyprovided, however, that Service Contracts which are not assignable by their terms and/or Service Contracts of any customer who has objected (whether before or after to the Closing) to the assignment of such Service Contract to the Purchaser hereunder shall in each case be deemed not to have been assigned to Purchaser hereunder and shall be handled in accordance with Section 2.5; and provided, further, that, to the extent there are Service Contracts which cover both Seller Products and products of Seller and/or its Affiliates which are not Seller Products, following the Closing the parties shall consult and co-operate together to divide such Service Contracts on an equitable basis such that Purchaser will service any Seller Products and Seller and/or its Affiliates will service any other products under such Service Contracts; (xv) the following documentation that exclusively relates to the Seller Products and that is owned or leased, by and all plants, buildings and other improvements located on such owned or leased property, and all easements, licenses, rights in the possession of way, permits and all appurtenances to such owned or leased propertySeller as of the Closing: manufacturing documentation, including, without limitation, all appurtenant rights records relating to the radioactive elements of the ICP-MS, hardware and firmware development documentation, software development documentation solely related to the software listed in Schedule 2.1(vii) of the Disclosure Letter, product safety documentation (relating to CE, UL/CSA, ETL, etc. standards), export control licenses and to public streets, whether or not vacated (collectively, the "Real Estate"); f. all office supplies, production supplies, spare parts, other miscellaneous suppliesrelated export and import documentation, and other tangible property of any kind wherever located; g. all leasehold interests and improvements and all machinery, equipment (including all transportation and office equipment), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, the machinery and equipment listed on Schedule A which have been transferred from the Linden facility to the Menasha Operations; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangementsmarketing, sales and purchase agreements service documentation; and (xvi) all goodwill associated with any of the assets described in the foregoing subparagraphs (i) through (xv). Notwithstanding anything herein to the contrary, it is understood and ordersagreed that Seller shall only be obligated to use commercially reasonable efforts to locate and deliver the items described in clauses (iv), employment (xi), (xii), (xiii) and consulting agreements(xv) of this Section 2.1 to Purchaser at the Closing and shall, consignment arrangementsfollowing the Closing, warrantiespromptly deliver any such items to Purchaser that, consentswithin sixty (60) days after the Closing, ordersare identified by either Seller or Purchaser as still being in Seller’s possession following the Closing (with such identification to have sufficient specificity as to location of the relevant item so as to enable Seller to readily find, registrationsobtain and transfer same). Except as expressly provided in this paragraph, privilegesSeller shall have no liability whatsoever under this Agreement or otherwise for any failure to transfer or deliver the items described in clauses (xi), memberships(xii), certificates, approvals (xiii) and (xv) of this Section 2.1 to Purchaser either at or other similar rights and all other agreements, arrangements and understandings; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records of every kind and nature; j. all claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set-off of every kind and nature;following the Closing.

Asset Purchase. On the terms and subject to the terms and conditions set forth in this Agreement, and except as set forth in this Agreement, on the Closing Date, Buyer shall purchase from Seller Seller, and Seller shall (and the Principals shall cause Seller to) sell, convey, assign, transfer, transfer and deliver to BuyerBuyer on the Closing Date, all propertiesof Seller's right, assets, title and rights owned by Seller interest as of the Closing Date in all of its properties, assets and used, related or incidental to, or otherwise associated with the Menasha Operations and the CPC Businessrights of any kind, whether tangible or intangible, real or personal personal, wherever located and by whomever possessed (but excluding the Excluded Assets) (the "Transferred Purchased Assets"), free and clear of all Liens, including without limitation the following: a. : (i) all notes, accounts receivable and long term receivablesnotes receivable (including the Accounts Receivable); (ii) all cash on hand in the Stores in the amounts listed in the Cash Schedule, including intercompany receivables for products shipped which schedule may be amended by Buyer to reduce the cash on hand included in the Purchased Assets in one or sold or services rendered more Stores by a divisionwritten notice to Seller not less than three Business Days prior to the Closing Date (as so adjusted, subsidiary or affiliate of Seller; b. the “Cash on Hand”); (iii) all prepaymentsopen sales orders; (iv) all finished goods inventories, prepaid expenses and all interests in insurance policies; c. all raw materials, work-in-packaging materials, work in process, finished goodssupplies, unsigned consigned goods and other finished goods (including all of the inventories located at the Head Office/Warehouse, inventories located at the Stores, inventories covered by purchase orders, goods in transit and related supplies; d. all Proprietary Rights (as defined in Section 6. l. below); e. all real property, whether owned or leased, and all plants, buildings and other improvements located on such owned or leased property, and all easements, licenses, rights of way, permits and all appurtenances to such owned or leased property, including, without limitation, all appurtenant rights in and to public streets, whether or not vacated returned goods) (collectively, the "Real EstateInventory"); (v) all Intellectual Property used by, owned by, issued to or licensed to Seller, along with all income, royalties, damages and payments due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof, the right to ▇▇▇ and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be (vi) all rights under Contracts, licenses, leases and other agreements, including the Assumed Vendor Contracts and the Contracts described on the attached Contracts Schedule and all deposits relating thereto (collectively, the "Assumed Contracts"); f. provided, that the Assumed Contracts shall not include any oral Contracts or any Contracts with suppliers of the Business (other than the Assumed Vendor Contracts); (vii) all leasehold improvements and all machinery, equipment, fixtures and trade fixtures; (viii) all Store location furniture, office supplies, production supplies and any other supplies, spare parts, other miscellaneous suppliessupplies (including telephones, data lines, circuits, fax machines, copiers and computers and related software), and other tangible property of any kind wherever located; g. used in a Store location; (ix) all leasehold interests prepayments, prepaid expenses and improvements landlord and all machinery, equipment customer cash deposits (other than those related to Excluded Assets or Excluded Liabilities) and advances (including all transportation and office equipmentemployee advances), fixtures, trade fixtures, tools, dyes and furniture, computers, automobiles and vehicles, wherever located including, without limitation, the machinery and equipment listed on Schedule A which have been transferred from the Linden facility to the Menasha Operations; h. all rights and claims existing under contracts, leases, insurance policies, licenses, permits, supply and distribution arrangements, sales and purchase agreements and orders, employment and consulting agreements, consignment arrangements, warranties, consents, orders, registrations, privileges, memberships, certificates, approvals or other similar rights and all other agreements, arrangements and understandings; i. all lists and records pertaining to customers, suppliers, distributors, personnel and agents and all other files, documents, correspondence, plats, architectural plans, drawings and specifications, computer programs and business records of every kind and nature; j. ; (x) all claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set-off of any kind (other than those related to Excluded Assets or Excluded Liabilities), whether arising by way of counterclaim or otherwise; (xi) the right to receive and retain mail, payments of receivables and other communications (other than those related to Excluded Assets or Excluded Liabilities) and all telephone numbers used by the Business; (xii) all rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (xiii) the right to ▇▇▇▇ and receive payment for products shipped or delivered and/or services performed but unbilled or unpaid as of the Closing; (xiv) all advertising, marketing and promotional materials, all archival materials and all other printed or written materials; (xv) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (xvi) all lists, records and other information pertaining to accounts, Transferred Employees and referral sources; all lists and records pertaining to suppliers and customers; and all drawings, reports, studies, plans, books, ledgers, files and business and accounting records of every kind (including all financial, business and naturemarketing plans and information); in each case whether evidenced in writing, electronic data (including by computer) or otherwise, except in all cases those related to Excluded Assets or Excluded Liabilities; (xvii) all permits, licenses, franchises, orders, certifications, authorizations and approvals from all permitting, licensing, accrediting and certifying agencies, organizations or groups (including all of the foregoing listed or described on the Permits Schedule and the Environmental and Safety Schedule), and the rights to all data and records held by such agencies; (xviii) Seller's legal and business names (and all derivations thereof); (xix) all originals, or where not available, copies, of all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Body), all Testing Records, sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and intellectual property files relating to the Purchased Intellectual Property (xx) the tangible personal property described in the Head Office/Warehouse Tangible Property Schedule; (xxi) all goodwill as a going concern; and (xxii) all other properties, assets and rights owned by Seller as of the date hereof and