Common use of Assets Purchased Clause in Contracts

Assets Purchased. Purchaser hereby agrees to purchase from Seller and Seller hereby agrees to sell to Purchaser the Assets. The Assets include, but are not limited to, the following: (a) substantially all of Seller's cash, accounts receivable, notes receivable, deposits, prepaid expenses, inventories and intangible properties; (b) the tangible assets of Seller, including equipment, fixed assets, furniture, materials and supplies; (c) saleable, usable and merchantable inventory as selected and determined by the Purchaser in its discretion; (d) leasehold or tenant improvements; (e) customer lists and customer sales files; (f) all contract rights, causes of action, claims, refunds and demands of whatever nature, including rights to returned or repossessed goods and rights as unpaid vendor arising out of the Business; (g) all books and records relating to the Business and Seller (except minute books and stock record books); (h) all intellectual property owned by, or licensed by, Seller, including all patents, patent applications, know-how and un-patented ideas, trade secrets, trademarks and service marks (including registrations and applications therefore), trade names (including the name "Quality Botanical Ingredients, Inc.", and all variants thereof), copyrights, and other intangible proprietary rights recognized under applicable law; and (i) substantially all of Seller's intangibles and goodwill. At Closing, Seller will deliver to Purchaser a bill of sale for the Assets, substantially in the form of Exhibit A (▇▇▇ "General Assignment and Bill --------- of Sale").

Assets Purchased. Purchaser hereby agrees Subject to the terms and conditions set forth herein, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Seller, all right, title and interest in, to and under the properties, assets, goodwill and rights of Seller of whatever kind and nature, tangible or intangible, that are owned, used or licensed by Seller hereby agrees to sell to Purchaser in the operation of the Business as of the Closing Date, except for the Excluded Assets, free and clear of all Encumbrances, other than Permitted Encumbrances (collectively, the “Purchased Assets”). The Purchased Assets include, but are not limited to, include the following, to the extent they exist on the Closing Date: (a) substantially all furniture, fixtures, equipment, tools, network elements (either owned, leased or contracted), vehicles, furnishings, computer hardware, peripheral equipment, racks, materials, supplies, and other tangible personal property owned, leased or possessed for or used in the operation of Seller's cashthe Business (the “Tangible Assets”); (b) all inventories (whether on hand or on order) of goods, parts, materials, supplies, and other property held for resale, lease or consumption in the Business, including work-in-process, together with all records relating to such goods, parts, materials, supplies, and other property (the “Inventories”); (c) all subscriber accounts, subscriber contracts, accounts receivable, notes receivable, deposits, prepaid expenses, inventories and intangible properties; (b) other rights to receive anything of value arising from the tangible assets sale or lease of Sellergoods or services or the license of software in the operation of the Business, including equipment, fixed assets, furniture, materials and supplies; any associated commissions or revenue to be received by Seller under any agent or partner agreement with another Person (c) saleable, usable and merchantable inventory as selected and determined by the Purchaser in its discretion“Accounts Receivable”); (d) leasehold all (i) domestic and foreign rights and derivative rights to inventions, trademarks, service marks, trade names, logos, corporate names, domain names, URL’s, websites (including content), protected models, designs, data, software, created works and other trade rights and all other trade secrets, plans, specifications, technology, know-how, methods, designs, concepts, copyrights, works of authorship, patents (including all reissues, divisionals, continuations, continuations-in-part and extensions thereof), and all other proprietary rights and other intellectual property, whether or tenant improvementsnot registered or registerable, and all goodwill associated with any of the foregoing, (ii) moral rights, rights of attribution, rights to infringement or dilution claims, and other intangible rights relating to any of the foregoing, and (iii) rights under any licenses to use any of the foregoing types of intellectual property owned by another Person (collectively, the “Intellectual Property”); (e) customer lists all prepaid expense items and customer sales filesdeferred charges, credits, advance payments, refunds, rebates, security and other deposits made to any Person relating to the Purchased Assets or the conduct of the Business, in each case other than to the extent relating to the Retained Liabilities or the Excluded Assets (the “Other Assets”); (f) all contract rightsContracts relating to the Business other than Contracts included in the Excluded Assets (collectively, causes of action, claims, refunds and demands of whatever nature, including rights to returned or repossessed goods and rights as unpaid vendor arising out of the Business“Assigned Contracts”); (g) all municipal, state and federal licenses, permits, certificates, certifications, exemptions, franchises, registrations, approvals, waivers, consents and authorizations from any Governmental Authority or any other Person necessary or proper for the operation of the Business as conducted on or prior to the Closing Date, to the extent legally assignable (collectively, the “Licenses”); (h) all books and records relating to the Business Purchased Assets and Seller the Assumed Liabilities, including all customer and supplier files and lists, sales information, equipment maintenance and warranty information, books of account, training manuals, business records, accounting information, marketing materials, operating manuals, all correspondence with any customers, suppliers or Governmental Authority, all personnel records related to employees that will be offered employment by Buyer on the Closing Date (except minute books to the extent permitted to be transferred by applicable Law and stock record bookssubject to such employees providing prior written consent to the transfer), and any other reports, promotional materials, plans and documents related to the Business, in the possession or under the control of Seller, the Owners or their respective agents, including data stored electronically, but excluding any records listed as Excluded Assets; (hi) all intellectual property owned by, or licensed by, Sellerthird-party indemnities where Seller is an indemnified party, including the proceeds afforded thereby, in each case other than to the extent relating to the Retained Liabilities or Excluded Assets; (j) all patentsmanufacturers’ warranties and indemnities with respect to any Purchased Asset; (k) all post office boxes, patent applications, know-how and un-patented ideas, trade secrets, trademarks and service marks telephone numbers (including registrations cell phone numbers) and applications therefore)facsimile numbers used in connection with the Business, trade names other than those that are Excluded Assets; (including l) all computer software or firmware owned, leased, licensed or otherwise used in connection with the name "Quality Botanical IngredientsBusiness, Inc."other than software currently installed on Excluded Assets; (m) all goodwill of the Business; (n) all rights pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, offsets or defenses with respect to the Purchased Assets or the Assumed Liabilities, except to the extent relating to the Retained Liabilities or Excluded Assets; (o) all employee payroll advances and advances to independent contractors or subcontractors of any tier; (p) vendor rebates and discounts that have been earned prior to Closing and not paid; (q) all policies of property, fire and casualty, business interruption, product liability, professional liability, general liability, excess liability, workers’ compensation, bonding arrangements and other forms of insurance relating to the Business or the Purchased Assets and all variants thereof)pending claims, copyrights, early cancellation refunds and other intangible proprietary rights recognized and benefits under applicable lawany insurance policy relating to the Business or any Purchased Assets; and (ir) substantially all of Seller's intangibles and goodwill. At Closing, Seller will deliver to Purchaser a bill of sale except for the Excluded Assets, substantially all other assets, properties and rights of every kind and nature that relate to the Business, known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, whether or not specifically referred to in the form of Exhibit A (▇▇▇ "General Assignment and Bill --------- of Sale")this Agreement.

Assets Purchased. Purchaser hereby The Seller agrees to purchase from sell, transfer, and assign to the Purchaser pursuant to the terms and conditions in this Agreement, all of the Seller’s assets related to its Business as a going concern whether or not carried on the books of Seller, including, but not limited to, the following (collectively referred to as the “Assets”): a. Any and all transferable rights and interest Seller has or may have in the Business telephone and facsimile numbers, domain names/URLs/worldwide websites, patents, copyrights, patent/copyright applications, other tangible and intangible intellectual property, trade names and logos, and any derivations thereof (“Blue Clay Capital Management,” “Blue Clay Fund” and derivations thereof), including any applicable trade or service marks or registered names used, maintained or registered to Seller. At closing, Seller hereby agrees shall assign to sell Buyer all transferable right, title and interest Seller may have in the right to do business in such current trade names and take necessary action reasonably requested by Purchaser to ensure the Purchaser’s transfer and use of said intellectual property; b. Any and all of Seller’s customer lists, listings and/or business records; leases, assignments, and assignable contracts; customer and vendor information, computer records and accounting data; and except as provided below, all other personal property used in the Business, including software and software licenses and related code, and all transferable permits, warranties, licenses and franchise rights; c. Any and all goodwill associated with the Business, including, but not limited to, customer relationships, vendor relationships, licenses, permits and other general intangibles; d. Any of Seller’s right, title and interest in and to all personal property, equipment, computer equipment, phones, copy/fax machines, fixtures, furniture, computers, instruments, supplies, office supplies, stationery, and other tangible personal property comprising and utilized in the Business; e. Those customer, vendor and related contracts and other leases, transferable customer contracts and other contractual rights, including, but not limited to, license or other agreements to the extent such agreements are assignable, as set forth on Exhibit D attached hereto (the “Assigned Contracts”); f. Transferable independent contracts and independent contract relationships identified herein, together with all non-compete agreements, non-solicitation agreements and related transferable contract rights and benefits; and advertising listings relating to the Business; g. Leasehold rights with respect to that office lease dated November 30, 2016 for the property located at ▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇, #▇▇▇, ▇▇. ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ (the “Lease”), including, but not limited to the $4,800.00 security deposit and any improvements to the leased premises; h. Rights under the Venture X Membership Agreement with respect to the use of space ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ #▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ (the “Florida Membership Agreement”); and i. Copies of all papers, records and documents (in paper or electronic format) relating to the Assets, and all technical and descriptive materials relating to the Assets, purchasing and sales records, customer and vendor lists, inventory and Asset documentation, marketing documents, software release orders and related information and materials regarding the Assets. The Assets includereferenced in this Section shall be as described more particularly, but are not limited toinclusively, the following: (a) substantially all of Seller's cash, accounts receivable, notes receivable, deposits, prepaid expenses, inventories and intangible properties; (b) the tangible assets of Seller, including equipment, fixed assets, furniture, materials and supplies; (c) saleable, usable and merchantable inventory as selected and determined by the Purchaser in its discretion; (d) leasehold or tenant improvements; (e) customer lists and customer sales files; (f) all contract rights, causes of action, claims, refunds and demands of whatever nature, including rights to returned or repossessed goods and rights as unpaid vendor arising out of the Business; (g) all books and records relating to the Business and Seller (except minute books and stock record books); (h) all intellectual property owned by, or licensed by, Seller, including all patents, patent applications, know-how and un-patented ideas, trade secrets, trademarks and service marks (including registrations and applications therefore), trade names (including the name "Quality Botanical Ingredients, Inc.", and all variants thereof), copyrights, and other intangible proprietary rights recognized under applicable law; and (i) substantially all of Seller's intangibles and goodwill. At Closing, Seller will deliver to Purchaser a bill of sale for the Assets, substantially in the form of on Exhibit A (attached hereto, as well as the ▇▇▇▇ "General Assignment of Sale and Bill --------- of Sale").attachments thereto, to be executed by the Seller in substantially the same form as attached hereto as Exhibit B.

Assets Purchased. Purchaser hereby Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller and Seller hereby agrees to sell to Purchaser the following assets (the "Assets. The Assets include, but are not limited to, the following:"): (a) substantially all of Seller's cashAll equipment, accounts receivabletools, notes receivablefurniture, depositsand fixtures listed on attached Schedule 1.01(a), prepaid expenses, inventories and intangible propertiestogether with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, and finished goods owned by the tangible assets of Seller, including equipmenttogether with any replacements or additions to the inventories made before the Closing, fixed assets, furniture, materials and suppliesbut excluding inventory disposed of in the ordinary course of the Seller's business; (c) saleable, usable and merchantable inventory as selected and determined by All the Purchaser in its discretionSeller's rights under Contracts listed on Schedule 8.07; (d) leasehold or tenant improvementsLeasehold improvements installed by the Seller on the premises that are the subject of the lease agreement identified in item _____ on Schedule 1.01(d); (e) customer lists and customer sales filesAll the Seller's rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (f) The Seller's name and goodwill; (g) All patents, trademarks, trade names, copyrights, service marks, and domain names of the Seller as listed on Schedule 8.13, all contract rightsregistrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller or coming into existence on or before the Closing Date; (h) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the business of the Seller, including without limitation all such items listed on Schedule 1.01(h) and all such items granted or received on or before the Closing Date; (i) All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.01(i) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date; (j) All choses in action, causes of action, claimsrights of recovery and setoff, refunds warranty rights, and demands other similar rights of whatever naturethe Seller, including rights to returned without limitation all such items listed on Schedule 1.01(j) and all such items arising or repossessed goods and rights as unpaid vendor arising out of acquired on or before the BusinessClosing Date; (gk) all books All prepaid and records deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the Business business of the Seller and Seller (except minute books and stock record books)all other such items reflected on the Financial Statements described in Section 8.04; (hl) All assignable rights, if any, to all intellectual property owned by, or licensed by, telephone lines and numbers used in the conduct of the business of the Seller, including all patents, patent applications, know-how and un-patented ideas, trade secrets, trademarks and service marks (including registrations and applications therefore), trade names (including the name "Quality Botanical Ingredients, Inc.", and all variants thereof), copyrights, and other intangible proprietary rights recognized under applicable law; and (i) substantially all of Seller's intangibles and goodwill. At Closing, Seller will deliver to Purchaser a bill of sale for the Assets, substantially in the form of Exhibit A (▇▇▇ "General Assignment and Bill --------- of Sale"without limitation those listed on Schedule 1.01(m).

Assets Purchased. Purchaser hereby agrees Subject to purchase from Seller the terms and conditions set forth in this Agreement, the Seller hereby agrees sells to sell to Purchaser the Buyer and the Buyer hereby purchases from the Seller the following assets (the “Assets. The Assets include, but are not limited to, the following:”): (a) substantially all All of Seller's cashOMS’s equipment, accounts receivabletools, notes receivablefurniture, depositsand fixtures listed on attached Schedule 1.1(a), prepaid expenses, inventories and intangible propertiestogether with any replacements or additions to the equipment; (b) All of OMS’s inventories of supplies, raw materials, parts, and finished goods owned by the tangible assets of Seller, including equipment, fixed assets, furniture, materials and suppliestogether with any replacements or additions to the inventories; (c) saleable, usable and merchantable inventory as selected and determined by All of OMS’s rights under the Purchaser in its discretionlease agreement on OMS’s premises; (d) leasehold or tenant improvementsLeasehold improvements installed by the Seller on OMS’s premises; (e) customer lists and customer sales filesAll of OMS’s rights under purchase orders; (f) The Seller’s rights to the name, goodwill, and other intangibles solely related to OMS; (g) As they relate solely to the operation of OMS, all contract rightstrademarks, trade names, copyrights and domain names of the Seller as listed on Schedule 9.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller solely related to OMS, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items. Additionally, access to servers, hardware and network applications will not be withheld for a reasonable period of time to be mutually agreed upon after the Closing. Any third party costs incurred to either access or transfer information to Buyer will be paid by Buyer. (h) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the business of OMS; (i) All choses in action, causes of action, claimsrights of recovery and setoff, refunds warranty rights, and demands of whatever nature, including other similar rights to returned or repossessed goods and rights as unpaid vendor arising out of the BusinessSeller relating solely to OMS; (gj) all books All prepaid and records deferred items of the Seller relating solely to the Business OMS, other than prepaid rent, deposits, insurance and Seller (except minute books and stock record books)taxes; (hk) all intellectual property owned byAll of OMS’s correspondence, or licensed by, Seller, including all patents, patent applications, know-how and un-patented ideas, trade secrets, trademarks and service marks (including registrations and applications therefore), trade names (including the name "Quality Botanical Ingredients, Inc."engineering, and all variants thereof), copyrightsplant records, and other intangible proprietary rights recognized similar documents and records, but excluding any attorney-client privileged correspondence related to the transaction under applicable lawthis Agreement; (l) All assignable rights, if any, to all telephone lines and numbers used in the conduct of the business of the OMS, including without limitation those listed on Schedule 1.1(l); and (im) substantially all of Seller's intangibles and goodwill. At Closing, Seller will deliver to Purchaser a bill of sale for the Assets, substantially in the form of Exhibit A (P▇▇▇▇ "General Assignment and Bill --------- cash of Sale")$250 on hand at OMS.