Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On At the Closing, subject to the terms and subject to the conditions of set forth in this Agreement, on the Closing Date, Parent Seller shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, convey and transfer and convey to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, International Subsidiary free and its Affiliatesclear of any Liens, all of Seller’s right, title and interest of Seller, International Subsidiary and its Affiliates in and to all of the following assets, free and clear of all Encumbrances (collectively, the “Purchased Transferred Assets”): (a) All Intellectual Property Rights of Seller in and to that certain software product and service sometimes identified as “WebMessenger” that is used in the Business, including but not limited to each and every of the following items pertaining thereto (collectively, the “Software”): (i) All Source Code for the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebySoftware; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related All binaries with respect to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded AssetsSoftware; (iii) All libraries with respect to the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunderSoftware; (iv) All XML, HTML, and executables with respect to the pro rata Software; (v) All applications constructed with the Source Code for the Software; (vi) All documentation describing all or any portion of advances the Software or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned ContractsSource Code therefor; and (vvii) All rights in and to all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer copyrights with respect to the transactions contemplated hereinSoftware. (b) There is excluded from All equipment, computer hardware, supplies, materials and other items of tangible personal property owned or leased by Seller relating to or used in the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased AssetsBusiness, including without limitation, those items included in Schedule 2.1(b) (the Excluded Assets.“Tangible Personal Property”); (c) The US Buyer shall purchase any All contract rights of Seller with users of Seller’s Software (the “Customer Contracts”); (d) All contract rights of Seller under supply and distribution contracts to which Seller is a party (together with the Customer Contracts, the “Transferred Contracts”); (e) All rights in and to the trademark “WebMessenger” and each other trademark used by Seller to market, promote, distribute or sell the Software; (f) All of Seller’s accounts receivable, other accounts receivable, work in progress, pending orders, notes receivable and other rights to payment from customers of the Business, including those items included in Schedule 2.1(c) (the “Transferred Receivables”); (g) All Governmental Authorizations and all US Assets hereunder and Global Buyer shall purchase pending applications therefor or renewals thereof relating to the foregoing, in each case to the extent transferable to Purchaser; (h) All claims of Seller against third parties arising with respect to any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assetsforegoing, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all including contingent claims; (i) All of the Global Assets or assets of Seller previously owned by Apptix WM that were transferred to become Seller by reason of the employer merger between Seller and Apptix WM, including all share capital of Apptix WM Bulgaria; and (j) The goodwill associated with any Accepting Employees, in which case of the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies)foregoing.

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateSeller shall sell, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary free and its Affiliatesclear of any Encumbrances, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including the following (but excluding the Excluded Assets): (a) all Tangible Personal Property, including those items described in Schedule 1.1(a); (b) all Inventories, including those listed in Schedule 1.1(b); (c) all Accounts Receivable, including those listed in Schedule 1.1(c). In addition to the foregoing, Seller hereby agrees that upon receipt of any cash which arises out of account receivables, to promptly transfer said funds to Buyer; (d) all Seller Contracts, including those listed in Schedule 1.1(d), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 1.1(e); (f) all data and Records related to the operations of Seller, International Subsidiary including client and its Affiliates customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; (g) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings, including those items listed in Schedule 1.1(g); (h) all insurance benefits, including rights and proceeds, arising from or relating to the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”):; (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies claims of Seller against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related third parties relating to the England national football team and the Manchester City football teamAssets, it being understood that whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Personclaims listed in Schedule 1.1(i), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (vj) all claimsrights of Seller relating to deposits and prepaid expenses, causes of action claims for refunds and other legal rights and remediesto offset in respect thereof, whether or not known as including all such rights listed in Schedule 1.1(j). All of the Closingproperty and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, relating to the ownership transfer of the above-listed Purchased Assets, but excluding claims against Buyer with respect Assets pursuant to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed not include the assumption of any Liability related to include such designated Subsidiary(iesthe Assets unless Buyer expressly assumes that Liability pursuant to Section 1.4(a).

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Parent but effective as of the Effective Time, Seller shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary free and its Affiliatesclear of any Liens other than Permitted Liens, all of Seller’s right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following property and assets of Seller used in the Business (but excluding the Excluded Assets): (a) all Tangible Personal Property set forth on Schedule 2.1(a); (b) all Inventories set forth on Schedule 2.1(b); (c) those Seller Contracts (including related customer purchase orders and Seller purchase orders to suppliers) set forth on Schedule 2.1(c); (d) all customer Proposals for products in the Product Line set forth on Schedule 2.1(d); (e) all data and records related Primarily to the Business, including client and customer lists and records, referral sources, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, product designs, drawings, and schematics, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and records and other records set forth on Schedule 2.1(e); (f) those intangible rights and property of Seller licensed to Buyer pursuant to the License Agreement and all of the other intangible rights and property of Seller Primarily relating to the Business, including Seller’s Intellectual Property assets, free Intellectual Property Rights, going concern value and clear of all Encumbrances goodwill and Trademarks Primarily related to the Product Line (collectively, other than the C-COR name and other Excluded Assets) and those items set forth on Schedule 2.1(f) (the “Purchased Intellectual Property Assets”):); (g) all insurance benefits, including rights and proceeds, arising from or relating to the Assets (as defined below) or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (h) all claims of Seller against third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, including all such claims set forth on Schedule 2.1(h); (i) a pro rata portion of all rights of Seller relating to deposits (i.e., the Intellectual Property listed on Schedule 2.1(a)(i) amount of any such deposits which has not been earned by Seller prior to Closing), all prepaid expenses, and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, claims for refunds and rights to protection offset in respect of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assetsexcluded under Section 2.2(f); (iiij) other than the Contracts listed on Schedule 2.1(a)(iii) (accounts receivable for the “Assigned Contracts”) Excluded Orders and all Contract Rights thereunder; (iv) customer orders where the pro rata portion of advances or guaranteed minimum royalty and advertising paymentsgoods are shipped but not invoiced, if any, relating any accounts receivable arising from the Business which Seller has not actually earned prior to periods after the Closing Date under the Assigned ContractsDate, as provided in Section 2.6, and any liquidated damages under the Assigned Contractsincluding accounts receivable for services not yet performed; and (vk) miscellaneous manufacturing tools and supplies, and all claimsother assets and personal properties of Seller used Primarily in the Business and necessary for the manufacture, causes of action maintenance, support and other legal rights and remedies, whether or not known as sustaining engineering of the Closing, relating to the ownership Product Line. All of the above-listed Purchased property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets, but excluding claims against Buyer with respect to .” Notwithstanding the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitationforegoing, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all transfer of the US Assets, and the Global Buyer shall have the right, but not the obligation, Assets pursuant to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed not include the assumption of any Liability related to include such designated Subsidiary(ies)the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4.

Assets to be Sold. (a) On the terms and subject to the conditions of this AgreementExcept as otherwise provided in Section 1.2 below, on at the Closing Dateprovided for in Section 4.1 below, Parent Seller shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey deliver to BuyerBuyer all of the assets, properties and rights of Seller of every type and description owned, leased or otherwise licensed by Seller and used in the Business, including real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of Seller (all of such assets, properties and rights owned, leased or otherwise licensed by Seller and used in the Business being hereinafter sometimes collectively called the "Purchased Assets"), including, without limitation: (a) those assets, properties and rights reflected on the Unaudited Financial Statements, including, but not limited to all cash, accounts receivable, inventory, sales accessories, parts, machinery, equipment, tools, computer hardware, software and data, furniture, leasehold improvements, fixtures, supplies, trademarks, tradenames and service marks, telephone and facsimile numbers, customer files, websites and prepaids, but excluding any such items disposed of by Seller in the ordinary course of the Business since the Financial Statement Date; (b) Seller's list of customers and suppliers; (c) Seller's right to use the names "Southwest Concrete Products" and "Southwest Brick" and all variants thereof; (d) all of Seller's interest in and Claims and rights under Contracts listed in Schedule 1.1(d), including, but not limited to those certain License Agreements with Flexlock, Novabrick and Versa-Lok, and Buyer shall purchase from all Permits held by Seller, International Subsidiary ; (e) the books and its Affiliates, records of Seller relating to the Purchased Assets and the Assumed Liabilities; (f) Seller's rights in all right, title Seller's Intellectual Property; (g) the motor vehicles and interest transportation equipment of Seller listed on Schedule 1.1(g); (h) the goodwill of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”):; (i) the Intellectual Property listed on real property described in Schedule 2.1(a)(i1.1 (i) and any other Intellectual Property used exclusively or principally in connection with (the Business, together "Owned Real Property") along with all goodwill associated therewithestates, remedies against infringement thereofrights, titles and rights interests of Seller in and to protection of interests provided thereby; all plants, storage facilities, buildings, structures, equipment, works, fixtures (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, including without limitation, all historical samplesapparatus, designsbuildings, prototypesappliances, molds machinery, equipment and kits related other articles of a permanent nature), construction in progress, improvements, betterments, installations and additions constructed, erected or located on or attached or affixed to the England national football team Owned Real Property; (j) the bank and the Manchester City football team, it being understood that such materials are lockbox accounts of Seller described in Schedule 1.1(j) hereto; (k) all Claims for archival purposes only and not Tax refunds arising from Taxes (other than Income Taxes) paid by Seller for any use that violates period or portion thereof ending on or before the Intellectual Property rights Closing Date; (l) all other assets, properties, rights, Claims, entitlements and business of any Person), sample books, prototypes, promotional every kind and advertising materials (which may be retained in the possession of, used nature owned or disposed of held by Seller to the extent necessary to provide the services contemplated by the Transitional Services or in which Seller has an interest and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) its block plant and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising paymentssales facilities located in Colorado County, if anyTexas, relating to periods after the Closing Date under the Assigned ContractsPasadena, as provided in Section 2.6Texas, San Antonio, Texas, and any liquidated damages under the Assigned Contracts; and (v) all claimsHouston, causes of action and other legal rights and remediesTexas, known or unknown, fixed or unfixed, inchoate, accrued, absolute, contingent or otherwise, whether or not known as specifically referred to in this Agreement. In confirmation of the Closingforegoing sale, relating assignment and transfer, Seller shall execute and deliver to Buyer at the ownership Closing a ▇▇▇▇ of the above-listed Purchased AssetsSale, but excluding claims against Buyer with respect to the transactions contemplated hereinAssignment and Assumption Agreement and Special Warranty Deeds. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Pursuant to the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Parent but effective as of the Effective Time, Seller shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary free and its Affiliatesclear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest of Seller, International Subsidiary and its Affiliates in and to all of Seller’s property and assets, personal or mixed, tangible and intangible, of every kind and description, wherever located, used in or forming part of the Purchased Business, including the following assets, free and clear of all Encumbrances (collectively, but excluding the Excluded Assets) (hereinafter collectively referred to as the “Purchased Assets”): (a) all Tangible Personal Property, including without limitation those items described in Schedule 2.1(a); (b) all Inventories; (c) Accounts Receivable which are less than ninety (90) days old as of the Closing Date; (d) all Seller Contracts listed in Schedule 2.4(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (e) all Governmental Authorizations relevant to the Purchased Business, and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 3.16(b); (f) all data and Records related to the operations of the Purchased Business by Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); (g) all of the intangible rights and property of Seller in respect of the Purchased Business, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedule 3.24(d), (e) and (h); (h) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (i) all claims of Seller against third parties relating to the Intellectual Property Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed on in Schedule 2.1(a)(i2.1(i); (j) all rights of Seller relating to deposits and any other Intellectual Property used exclusively or principally in connection with the Businessprepaid expenses, together with all goodwill associated therewith, remedies against infringement thereof, claims for refunds and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained offset in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business respect thereof that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on in Schedule 2.1(a)(iii) (the “Assigned Contracts”2.2(d) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date that are not excluded under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts2.2(h); and (vk) all claims, causes of action the right to the continued and other legal rights and remedies, whether or not known as uninterrupted use of the Closingname “▇▇▇▇▇▇ Fibre Tube & Core” in order that, relating amongst other things, Buyer shall be entitled to represent itself as carrying on the ownership Purchased Business in continuation of Seller, such right to include all logos, marks or stylized depictions. Notwithstanding the foregoing, the transfer of the above-listed Purchased Assets, but excluding claims against Buyer with respect Assets pursuant to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed not include the assumption of any Liability related to include such designated Subsidiary(iesthe Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a) (Assumed Liabilities).

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing Dateand effective as of the Effective Time, Parent Sellers shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer transfer, and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary and its AffiliatesSellers, all of Sellers’ right, title title, and interest of Seller, International Subsidiary and its Affiliates in and to the following property and assets, free real, personal, or mixed, tangible and clear intangible which relate to the United States portion of all Encumbrances the photocopier business currently conducted by Sellers as a going concern, including the placement, leasing, maintenance, monitoring, and provision of supplies for photocopiers within the United States (collectively, the “Purchased Business”) (but excluding the Excluded Assets”): (ia) Sellers’ photocopiers used in the Intellectual Property Business, whether deployed and generating revenue, used for demonstration or marketing purposes, or in inventory, including spare parts, as listed on Schedule 2.1(a)(i2.1(a). Between the date hereof and the Closing Date, Buyer will identify the photocopiers they are seeking to acquire from the Sellers’ storage facilities; (b) Machinery, equipment, furniture and other similar property used in the Business, as listed on Schedule 2.1(b); provided, however, the parties acknowledge and agree that Sellers maintain the right to substitute other similar equipment for the designated equipment in that Schedule in order to avoid any interruption in the computer processing provided with this equipment to Sellers; provided, however, that Buyer shall have the right to approve or reject the equipment offered by Sellers in lieu of the originally designated equipment; (c) Inventories of the Business; (d) Accounts Receivable of the Business, other Intellectual Property than Intra-Company Accounts Receivable (Schedule 3.7 sets forth the Accounts Receivable as of September 30, 2006); (e) All of Sellers’ rights and interests in the Contracts relating to the Business, (other than Intra-Company Contracts and Contracts related to the Seller Benefit Plans), all supplier, customer and vendor lists of the Business, including prospects, and sales and credit records relating to the Business and all customer credit information on customers and vendors relating to the Business, and all books, accounts and records of Sellers relating to the Business, and all outstanding offers or solicitations made by or to Sellers to enter into any Contract related to the Business, as listed on Schedule 2.1(e); provided, however, that, in all cases, Sellers shall not be required to transfer any such rights and interests in the automated teller business of Sellers; (f) Governmental Authorizations used exclusively or principally by the Sellers in connection with the Business, together with all goodwill associated therewithas listed on Schedule 2.1(f), remedies against infringement thereof, and rights to protection of interests provided therebythe extent transferable to Buyer; (iig) all Sales and promotional literature, customer lists and other sales-related materials related to the Business; (h) Subject to Section 2.2(b) and (c), general, financial and other records pertaining to the Business as in existence on the Closing Date; (i) the intangible rights and property relating to the Business, including Intellectual Property, going concern value, goodwill, dedicated telephone numbers of the Business, Business signage, customer lists, historical samplese-mail addresses, designsand URLs, prototypes, molds as listed on Schedule 2.1(i); (j) all prepayments and kits prepaid expenses made for the benefit of the Business (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes but only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary that Buyer is assuming the liability relating to provide the services contemplated by the Transitional Services prepayment, and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”including customer deposits) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action action, choses in action, rights of recovery and rights of set-off of any kind of Sellers arising out of or held for the benefit of the Business (other legal than those related to Excluded Assets or Retained Liabilities, or claims, causes of action, choses in action, rights of recovery and remediesrights of set-off of Sellers against Sellers’ officers, directors, employees, representatives or agents, none of which shall be deemed transferred to Buyer); and (k) all other Assets that are exclusively used in, or held by, the Business other than the Excluded Assets, whether or not known as referenced in any paragraphs above. All of the Closing, relating property and assets to be transferred to Buyer hereunder are herein referred to collectively as the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded “Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).”

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing Dateand effective as of the Effective Time, Parent Seller shall cause the Seller, International Subsidiary sell and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), deliver to sell, assign, transfer and convey to Buyer, Buyer and Buyer shall purchase acquire from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the following: (collectivelya) the equipment, machinery, masks, products under research and development, demonstration equipment, parts, repair materials, packaging materials and other accessories related thereto listed on Exhibit 2.1(a); (b) the inventory of raw materials, work-in-progress and finished goods listed or provided for on Exhibit 2.1(b); (c) the furniture and other tangible personal property listed on Exhibit 2.1(c); (d) all accounts receivable arising pursuant to the Assumed Contracts; (e) Seller’s rights and, subject to the Retained Liabilities, obligations under the Contracts listed or provided for on Exhibit 2.1(e) (the “Assumed Contracts”); (f) to the extent transferable, the “Purchased Assets”):Governmental Authorizations held by Seller for the benefit of the Business and listed on Exhibit 2.1(f); (g) the Real Property and fixtures listed on Exhibit 2.1(g); (h) all records related exclusively to the Assets or Assumed Liabilities, including research and development reports, production reports, equipment logs, operating guides and manuals, advertising materials, promotional materials, correspondence and other similar documents and records and, subject to Legal Requirements, copies of all personnel records for each Transferred Employee; (i) the all Intellectual Property listed on Schedule 2.1(a)(i) rights in the materials referred to in Section 2.1(h), and any other Intellectual Property used all customer and referral information, trade secrets and designs related exclusively or principally in connection with to the Business, together with including but not limited to any and all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebythe trademarks and trade names “Q-Bit”, “Magnum” and “Radian” except to the extent such may be considered an Excluded Asset (the “Purchased Intellectual Property”); (iij) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection goodwill associated with the Business that are not including the goodwill associated with the trademarks included in the Purchased Intellectual Property or but excluding any goodwill associated with any Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned ContractsAsset; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of this Agreement, on at the Closing DateClosing, Parent Seller shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer transfer, convey and convey deliver to Buyer, or cause to be sold, assigned, transferred, conveyed and delivered to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary and its Affiliates, all the right, title and interest of Seller, International Subsidiary and its Affiliates in and to all of the assets of Seller (the “Purchased Assets”), including, without limitation, the following assets(but excluding the Excluded Assets): (a) except as otherwise provided in Section 2.9, free the interest of Seller in the real property leases described on Part 2.1(a) of the Disclosure Letter (the “Assigned Leases”) including any prepaid rents and clear security deposits in connection therewith; (b) the equipment, furniture, fixtures, cash registers, alarm systems, sensors, cameras, digital video recording systems, bags, hangers, racks and other personal property currently in all stores of all Encumbrances the Assigned Leases and in Seller’s (or, to the extent owned by Seller, Finish Line’s) warehouse, including those described on Part 2.1(b) of the Disclosure Letter (the “Equipment”); (c) the merchandise and other inventory consisting of inventory in stores, inventory in distribution centers and inventory in transit between distribution centers and stores, as of July 4, 2009, (collectively, the “Purchased Received Inventory”) and inventory under non-cancellable purchase orders and in transit between vendors and distribution centers utilized by Seller as of July 4, 2009 (the “Ordered Inventory” and collectively with the Received Inventory the “Inventory”) described on Part 2.1(c) of the Disclosure Letter, subject to adjustment for actual Inventory as of the Closing Time; (d) the Seller’s interest in the Contracts described on Part 2.1(d) of the Disclosure Letter (the “Seller Contracts”); (e) any and all rights of Seller, including goodwill, in and to all trade names, trademarks, service marks, brand names, recipes, packaging designs, packaging files, logo artwork, copyrights, customer lists, trade secrets, inventions, technology, nonproprietary information, know-how, licenses and processes and other intangible assets of every kind and description whatsoever (including registrations thereof and applications therefor) owned or used in connection with the Business as more specifically described in Part 2.1(e) of the Disclosure Letter (the “Intellectual Property Assets”):); (f) all books, records and other information relating to the operation of the Business, including, without limitation, inventory information, Sales information, employee information, customer and supplier lists and records relating to customers and suppliers and if applicable, in an electronic form; (g) except for the Tax refunds described in Section 2.2(f), any and all rights, claims, credits, causes of action or rights of set-off against third Persons related to the Purchased Assets existing as of the Closing Time, including, without limitation, rights under manufacturers’ and vendors’ warranties, rights under insurance policies covering the Purchased Assets and rights under indemnification and contribution agreements; (h) to the extent transferable, any and all licenses and permits necessary or required to operate the Purchased Assets and held by Seller as of the Closing Time; (i) the Intellectual Property listed on Schedule 2.1(a)(i) all rights of Seller in and any other Intellectual Property to websites and domain names used exclusively or principally held for use in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection as more specifically described on Part 2.1(i) of interests provided therebythe Disclosure Letter; (iij) any and all customer listsdocumentation, historical samplespolicies, designsdata, prototypesliterature, molds advertising materials and kits (including, without limitation, all historical samples, designs, prototypes, molds other books and kits related records or portions thereof that relate to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contractsforegoing assets; and (vk) all claimsother assets, causes properties and rights of action and other legal rights and remedies, whether or not known as of the Closing, relating Seller related to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, Business except for the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing Dateand effective as of the date set forth in the applicable ▇▇▇▇ of sale, Parent Seller shall cause the Seller, International Subsidiary sell and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), deliver to sell, assign, transfer Veritek and convey to Buyer, and Buyer Veritek shall purchase acquire from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest in and to the following: (collectivelya) all of the furniture, fixtures, equipment, supplies, inventory (including raw materials, work in progress and finished goods) and other tangible assets used in the Business and located at the Real Property (other than the Real Property itself) or held by Employees (such as Seller-owned laptop computers, PDA’s and the like), including all assets set forth on Exhibit 2.1(a) but excluding Customer Assets, landlord-owned assets, employee-owned assets and personal property leased from third-parties and excluding the assets listed on Exhibit 2.2(h); (b) the furniture, fixtures, equipment, supplies, inventory (including raw materials, work in progress and finished goods) and other tangible assets related to the Business located at Seller’s Poway Facility and set forth on Exhibit 2.1(b); (c) the furniture, fixtures, equipment, supplies, inventory (including raw materials, work in progress and finished goods) and other tangible assets related to the Business located at Seller’s Costa Rica Facility and set forth on Exhibit 2.1(c); (d) except to the extent excluded pursuant to Section 2.2(a), all Contracts and Leases related solely to the Business and arising in the Ordinary Course of Business as well as the contracts listed on Exhibit 2.1(d), and all benefits and liabilities arising therefrom (the “Purchased AssetsAssumed Contracts”):); (ie) all accounts receivable and other rights to payment arising from the Intellectual Property listed on Schedule 2.1(a)(i) conduct of the Business, in whatever form, which arise or accrue before the Closing Date, whether disputed or undisputed, but excluding all such rights which arise or accrue with respect to Excluded Assets and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights assets excluded pursuant to protection of interests provided therebySection 2.2; (iif) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary transferable, the Governmental Authorizations listed on Exhibit 2.1(f) and held by Seller exclusively for the benefit of the Business; (g) the business and goodwill related exclusively to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are and not Intellectual Property arising or accruing with respect to Excluded Assets; (iiih) all books, records, data and other documents related exclusively to the Contracts listed on Schedule 2.1(a)(iii) (Assets and/or the “Assigned Contracts”) Assumed Liabilities, including research and development reports, production reports, equipment logs, operating guides and manuals, advertising materials, promotional materials, correspondence and other similar documents and records, records relating exclusively to the Real Property, environmental compliance records related exclusively to the Business, purchase and sales records, accounting records, backup for all Contract Rights thereunderaccounts payable, backup for all receivables, customer lists, supplier lists, parts lists, engineering data, designs, blueprints, drawings, plans, specifications, whether, written or in electronic or computer media, all customer and referral information, and, subject to Legal Requirements, copies of all Employee personnel records and payroll records; (ivi) all Intellectual Property rights of Seller used exclusively in the pro rata portion Business, including all Intellectual Property rights of advances or guaranteed minimum royalty and advertising payments, if any, relating Seller in the materials referred to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.62.1(h), trade secrets and designs related exclusively to the Business, including, but not limited to, any liquidated damages under and all rights to the Assigned Contractstrade name “Veritek”; (j) all rights of Seller to possession and use of Customer Assets, landlord assets located at the Real Property and personal property leased from third-parties and used by Seller exclusively in the Business and liabilities arising therefrom; and (vk) all claims, causes of action the assets and other legal rights and remedies, whether or not known as software procured by Seller pursuant to Section 6.9. All of the Closing, relating property and assets to be transferred to Veritek pursuant to this Section 2.1 are herein referred to collectively as the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded “Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).”

Assets to be Sold. On the Closing Date (a) On as defined in Article 8 hereof), subject to the terms and subject to the conditions of set forth in this Agreement, on Seller shall sell to the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyer, and the Buyer shall purchase from Seller, International Subsidiary all of the following categories of assets and properties of the Seller as of the Closing Date, whether or not reflected on the books and records of the Seller (collectively, the "Assets"), free and clear of all liens, mortgages, claims and encumbrances other than Permitted Liens as defined in Section 3.7 below: (a) All inventory of raw materials, work-in-process and finished goods, and all packaging and shipping inventory of Seller; (b) All accounts receivable and notes receivable of Seller, all rebates due Seller and all other amounts refundable to or realizable by Seller in connection with any aspect of its Affiliatesbusiness, whether now existing or hereafter arising, including without limitation the proceeds of insurance and amounts receivable under interest rate protection arrangements; (c) Except for a cash reserve (the "Cash Reserve") of $35,000 to be retained by Seller to satisfy the obligations set forth on Schedule 1.1(c) (which amount and Schedule may be modified by mutual agreement of Seller and Buyer prior to Closing), all cash, cash equivalents, prepaid expenses and other current assets of Seller and the rights to any portion of the Cash Reserve remaining unused after the date of the initial post-Closing adjustment payment (or date on which it is determined that the adjustment is zero) pursuant to Section 1.2(c)(ii) below; (d) All machinery, equipment, vehicles, furniture, furnishings, leasehold improvements, computer equipment and peripherals, and related spare parts and supplies of Seller, together with all manuals, maintenance records, written warranties and other similar documents relating thereto; (e) All real property and interests in real property owned by Seller, if any, together with all improvements, additions and systems attached thereto or a part thereof; (f) All right, title and interest of Seller in and to all leases of real property or tangible personal property, if any, to which Seller is a party and which are disclosed in this Agreement, including the schedules hereto; (g) All right, title and interest of Seller in and to agreements by which any current or former employee or other third party agrees to maintain the confidentiality of nonpublic information concerning Seller, or to refrain from competing with Seller, or to refrain from soliciting the employees or customers of Seller; (h) All right, title and interest of Seller in and to all other executory contracts and commitments of Seller which are assumed by Buyer in accordance with Section 2.1 below; (i) All right, title and interest of Seller in and to its corporate name and derivatives thereof, the "GABCO" name and logo, all trademarks, trade names, trade dress, patents, copyrights, franchises, discoveries, recipes, techniques, formulas, product formulations and other know-how, all applications and licenses therefor, and all goodwill of Seller relating thereto, used or usable in the Seller's business; (j) All of Seller's designs, models, prototypes, plans, specifications, drawings and everything related thereto; (k) All of Seller's sales materials, catalogs, and advertising materials; (l) All records and files pertaining to Seller's business, customers and suppliers, including, without limitation, sales records, correspondence with customers, customer files and account histories, and records of purchases from and correspondence with suppliers; (m) All rights, claims, causes of action, privileges and defenses of Seller against (i) any present or former insurer of risks relating to the operations, liabilities, facilities, business or work force of the Seller or the Acquired Subsidiaries, and (ii) any other third party with respect to any of the other assets listed in this Section 1.1 and/or any of the Assumed Liabilities; (n) One hundred percent (100%) of the outstanding common stock of SevenJNev; and (o) The Seller's one percent (1%) general partnership interest and related capital account in SevenJTex, together with all right, title and interest of SellerSeller under the certificate of limited partnership, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files limited partnership agreement or other similar items used exclusively or primarily in connection with written instrument setting forth the Business that are not Intellectual Property or Excluded Assets; (iii) rights and privileges of the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) general and all Contract Rights thereunder; (iv) the pro rata portion limited partners of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned ContractsSevenJTex; and (vp) all claims, causes of action and All other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller of any kind or description, excluding only the Seller's right to receive the consideration payable by Buyer and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets Parent hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the Seller's right, but not title and interest in and to this Agreement and each other agreement or instrument executed and delivered for the obligation, benefit of Seller pursuant to designate one or more of its Subsidiaries to purchase any or all the completion of the Global Assets or Transaction, and the Seller's right to become assert any claim for the employer enforcement of any Accepting Employeesof the foregoing. The Assets identified in paragraphs (f), in which case (g) and (h) are referred to herein as the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies"Executory Contracts").

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Parent shall cause but effective as of the SellerEffective Time, International Subsidiary and its Affiliates (which termthe Companies will sell, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to BuyerPurchaser (or a wholly owned entity to be formed by Purchaser), and Buyer shall Purchaser will purchase and acquire from Sellerthe Companies, International Subsidiary free and its Affiliatesclear of any Encumbrances, all rightof the Companies’ rights, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assetsassets of the Companies related to the Business other than the Excluded Assets: (a) all of the Companies’ rights under any contracts, free commitments, purchase orders and clear of all Encumbrances other agreements related to the Business set forth on Schedule 1.1(a) (collectively, the “Purchased AssetsContracts”):); (ib) all fixed assets and items of machinery, furniture, equipment, supplies and other tangible personal property related to the Business listed on Schedule 1.1(b) (the “Furniture, Fixtures and Equipment”); (c) all lists and records pertaining to customer accounts (whether past, current or future potential) of the Business, suppliers and distributors; (d) all claims, deposits, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature related to the Business; (e) all Intellectual Property and all goodwill associated therewith related to the Business, including without limitation any design collections, drawings, specifications, creative materials, trade styles, archives or similar assets, including those items of Intellectual Property listed on Schedule 2.1(a)(i1.1(e); (f) all licenses and any other Intellectual Property used exclusively or principally in connection with Permits related to the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebythe extent assignable; (iig) all customer listsinsurance and warranty proceeds received after the Closing Date with respect to damage, historical samplesnon-conformance of or loss to the Assets, designsor with respect to the Assets, prototypesor the Assumed Liabilities; (h) all billed and unbilled accounts receivable and all correspondence with respect thereto, molds and kits (including, without limitation, all historical samplestrade accounts receivable, designsnotes receivable from customers, prototypesretainages and all other obligations from customers, molds and kits related to the England national football team and the Manchester City football teamincluding, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person)without limitation, sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar those items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii1.1(h) (the “Assigned ContractsAccounts Receivable”) and all Contract Rights thereunder); (ivi) all prepayments, vendor credits, prepaid expenses and similar assets related to the pro rata portion Business; (j) all finished goods inventory associated with the Business set forth on Schedule 1.1(j) or having an SKU set forth on Schedule 1.1(j), but excluding all raw materials and work in process (WIP) (the “Inventory”); (k) all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or written materials related to the Business and its customers; (l) all samples of advances products of the Business and historic testing records; (m) assignments or guaranteed minimum royalty subleases on the lease agreements associated with the Leased Real Property of the Companies: in the Dominican Republic at C/ ▇▇▇▇▇▇▇ #▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇, Dominican Republic and advertising paymentsFort Lauderdale, if anyFlorida at 4▇▇▇ ▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, relating to periods after the Closing Date under the Assigned Contracts▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts▇▇▇▇▇▇▇ ▇▇▇▇▇; and (vn) all claims, causes of action goodwill and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer going concern value with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunderBusiness. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or assets set forth in this Section 1.1 are all of the US Assets, and the Global Buyer shall have the right, but not the obligation, assets to designate one or more of its Subsidiaries be sold to purchase any or all of the Global Assets or Purchaser pursuant to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed and are referred to include such designated Subsidiary(ies)herein collectively as the “Assets.”

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing Dateand effective as of the Effective Time, Parent Seller shall cause the Seller, International Subsidiary sell and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), deliver to sell, assign, transfer and convey to Buyer, Buyer and Buyer shall purchase acquire from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to the following: (collectivelya) the equipment, machinery, masks, products under research and development, demonstration equipment, parts, repair materials, packaging materials and other accessories related thereto listed on Exhibit 2.1(a); (b) the inventory of raw materials, work-in-progress and finished goods listed or provided for on Exhibit 2.1(b); (c) the furniture and other tangible personal property listed on Exhibit 2.1(c); (d) all accounts receivable arising pursuant to the Assumed Contracts; (e) Seller's rights and, subject to the Retained Liabilities, obligations under the Contracts listed or provided for on Exhibit 2.1(e) (the "Assumed Contracts"); (f) to the extent transferable, the “Purchased Assets”):Governmental Authorizations held by Seller for the benefit of the Business and listed on Exhibit 2.1(f); (g) the Real Property and fixtures listed on Exhibit 2.1(g); (h) all records related exclusively to the Assets or Assumed Liabilities, including research and development reports, production reports, equipment logs, operating guides and manuals, advertising materials, promotional materials, correspondence and other similar documents and records and, subject to Legal Requirements, copies of all personnel records for each Transferred Employee; (i) the all Intellectual Property listed on Schedule 2.1(a)(i) rights in the materials referred to in Section 2.1(h), and any other Intellectual Property used all customer and referral information, trade secrets and designs related exclusively or principally in connection with to the Business, together with including but not limited to any and all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebythe trademarks and trade names "Q-Bit", "Magnum" and "Radian" except to the extent such may be considered an Excluded Asset (the "Purchased Intellectual Property"); (iij) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection goodwill associated with the Business that are not including the goodwill associated with the trademarks included in the Purchased Intellectual Property or but excluding any goodwill associated with any Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned ContractsAsset; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. Except as otherwise provided in Section 1.2, at the closing provided for in Section 4 (a) On the terms "Closing"), Seller shall sell, assign, transfer, convey and subject deliver to the conditions Buyer all of this AgreementSeller's interest in all assets and properties owned by Seller, on or in which Seller has any rights whatsoever, as of the Closing Date, Parent shall cause of every type and description, real, personal or mixed, and wherever located, tangible and intangible, ▇▇▇▇▇▇ or inchoate, known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not reflected on the Seller, International Subsidiary books and its Affiliates (which term, as used throughout records of Seller or specifically referred to in this Agreement, includes International Subsidiaryincluding, without limitation, (a) those assets reflected on the unaudited balance sheet of Seller as of July 4, 1998 referred to in Section 5.5 (the "Balance Sheet") (subject to transactions and adjustments in the ordinary course of the Business after July 4, 1998); (b) all of the goodwill relating to the Business as a going concern; (c) all of Seller's rights to any customer and inquiry lists; (d) all of Seller's right to use the name "Bagcraft Corporation of America", "Bagcraft" or any derivative or similar name (subject to sellthe provisions of Section 7.9); (e) all of Seller's rights to its patents, assigntrademarks, transfer trade names, copyrights, service marks (including all registrations, applications for registration thereof and convey all goodwill associated therewith) and other intellectual property of any type whatsoever; (f) all of Seller's rights to Buyerits processes, software, inventions, know-how, formulas and trade secrets; (g) all of Seller's real property, plant and equipment, including, all buildings and improvements thereon, all water rights, easements, rights of way and other rights appurtenant to the real property; (h) all of Seller's right, title and interest under all of the Business' contracts, agreements, licenses, leases and other similar documents; (i) all of Seller's accounts and notes receivable; (j) all of Seller's insurance policies; and (k) all of the Seller's inventories, raw materials, work-in-process, supplies, books and records, information files, records and other data relating to the Business; (l) all of Seller's tooling, equipment, machinery, spare parts, stores, dies, molds, vehicles, furniture, fixtures, leasehold and building improvements and other tangible property; (m) all guaranties, warranties, indemnities and similar rights in favor of the Business; (n) all permits, licenses, authorizations and other similar rights relating to the Business; (o) all advertising, sales and promotional materials, catalogues, price lists, mailing lists, lists of customers, lists of suppliers, distribution lists, and production data of Seller; and (p) all computerized records and other computerized storage media and all software and user manuals and documentation relating thereto. (All of the foregoing interests of Seller in such assets or properties to be sold, assigned, transferred, conveyed and delivered to Buyer hereunder are hereinafter sometimes collectively referred to as the "Assets"), and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances (collectively, Assets for the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided consideration set forth in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein3.1. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On In reliance on the terms representations and warranties contained herein and subject to the terms and conditions of this Agreementhereof, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to Company will sell, assign, transfer assign and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assetsdeliver, free and clear of all Encumbrances Claims and Encumbrances, to Purchaser, and Purchaser will purchase from the Company at the Closing (as such term and certain other capitalized terms are defined in Section 10 hereof), subject to Section 1.2 hereof, all of the tangible and intangible assets of the Company as the same may exist on the Closing Date relating to Grow (collectively the "Assets"), including without limitation the following: (a) all of the Company's rights to sell and distribute Grow and the good will associated therewith; (b) all of the Company's rights in any and all patents, trademarks, trade names and logos (including registrations and applications for registration of any of them) now or previously used by the Company in connection with Grow, including without limitation the registered patents and/or trademarks listed on Schedule 4.14 to this Agreement, together with the good will of the business associated with such trademarks, trade names and logos; (c) all copyrights (including any registrations and applications for registration of those copyrights) relating to Grow, including but not limited to the copyrights listed on Schedule 4.14 hereto; (d) all past and current mailing lists and customer lists relating to Grow and all materials used for the development thereof; (e) all books, records, files and data and proprietary information relating to Grow; 3 (f) all intermediate and final software content and programs and source disks, master diskettes, program documentation tapes, manuals, forms, guides and other documentation and materials with respect thereto owned by the Company and copies of the foregoing which the Company has a right to copy but does not own, including without limitation the items described on Schedule 4.8 hereto, (g) all inventories of Grow, raw materials, work in process, finished products and supplies (collectively, . the “Purchased Assets”):"Inventory") including any Inventory held at any location controlled by the Company and Inventory previously purchased and in transit to the Company at such locations; (h) all Grow-related goods or other products under research or development prior to or on the Closing Date (all of which shall be deemed to be included in Grow); (i) subject to the Intellectual Property terms of Section 6.4 hereof, all of the rights of the Company under all licenses, orders, commitments, contracts, arrangements and other agreements relating to Grow, including without limitation (A) all purchase orders and (B) those items listed on Schedule 2.1(a)(i4.7 hereto (other than those agreements listed in Schedule 4.7 under the Section titled "Agreements Not Assumed") and any the Company's right to receive payment for Grow or services rendered pursuant to or in connection therewith, to receive goods and services pursuant to, and to assert claims and take other Intellectual Property used exclusively rightful actions in respect of breaches, defaults and other violations of, such contracts; (j) to the extent the same are transferable, all federal, state or principally local governmental or regulatory permits, licenses, approvals and franchises which are owned or have been received by the Company in connection with the BusinessGrow (collectively, together with all goodwill associated therewith"Permits"), remedies against infringement thereof, and rights to protection of interests provided therebyincluding without limitation Permits which are listed on Schedule 4.7 hereto; (iik) all customer listsGrow-related goodwill of the Company and all other rights, historical samplesproperties and assets not otherwise described in this Agreement of any character whatsoever, designswherever located, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is expressly excluded from the sale and purchase contemplated Assets by terms of this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded AssetsAgreement. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. The assets to be conveyed to PURCHASER (a"Assets") On the terms and subject to the conditions extent they are in SELLER's actual possession or control are in their AS IS, WHERE IS, WITH ALL FAULTS condition and PURCHASER will pick up such assets at PURCHASER'S sole cost and expense and bear the risk of this Agreementany loss in connection therewith. Items are at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, on the Closing Date▇▇▇▇▇ ▇, Parent shall cause the Seller▇▇▇ ▇▇▇▇▇▇▇▇, International Subsidiary ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and its Affiliates Public Storage at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, Stanton, California 90680: (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title 1) All of SELLER's rights and interest of Seller, International Subsidiary and its Affiliates in and to the following assetsdesign of its line of putters, free and clear of all Encumbrances (collectively, the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebywhich shall include technology know-how design documentation relating thereto; (ii2) all customer listsAll inventory on hand, historical sampleswhether assembled or in parts, designsincluding packaging supplies, prototypes, molds as identified on Schedule 1 (subject to a margin of error not to exceed 10%) and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related subject to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded AssetsParagraph 8 hereof; (iii3) the Contracts Customer and supplier lists used in SELLER's business as listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”Schedules 1(a) and all Contract Rights thereunder1(b); (iv4) the pro rata portion of advances or guaranteed minimum royalty All office equipment, furniture, computers and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, supplies as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; andidentified on Schedule 2; (v5) all claims, causes of action and other legal All SELLER's rights and remediesinterest in and to patents, whether trademarks, copyrights, likeness of trademarks and trade names, including but not limited to, the name "Leading Edge" together with their related logos or not known as other identifying marks, which are used in the sale, promotion, or licensing of products and services by SELLER or which relate to the conduct of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assetsbusiness, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase SELLER's rights to any and all US Assets hereunder registrations of these trademarks and Global Buyer logos throughout the world, including those listed on the Schedule of Trademarks and Trade Names attached hereto as Schedule 3 and as further identified on the Assignment of Trademarks attached hereto as Schedule 3(a). All Patents and Patents Pending shall purchase any be identified on Schedule 4 and all Global Assets hereunder. The US Buyer shall have further identified on the rightAssignment of Patents and Patents Pending on Schedule 4(a); (6) All tooling, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assetsmolds, and dies subject to Paragraph 8 and its subparagraphs and Schedules 5 and 5(a) hereof; (7) Any sales orders pending, rights under contracts, leases in effect at the Global Buyer shall have the right, but not the obligation, Closing and subject to designate one or more of Paragraph 8 and its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).subparagraphs and Schedules 5 and 5(a) hereof;

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of this Agreement, Agreement and in reliance on the Closing Daterepresentations and warranties of the other party hereto, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), Seller hereby agrees to sell, assignconvey, transfer transfer, and convey assign to BuyerBuyer at the Closing, and Buyer shall hereby agrees to purchase from SellerSeller the Business as a going concern, International Subsidiary including all of the property, assets, good will, Intellectual Property, and its Affiliates, all right, title and interest other property of Seller, International Subsidiary and its Affiliates in and Seller relating to the following assetsBusiness of whatever kind, free nature and clear of all Encumbrances (collectivelydescription and wherever situated, but excluding the “Purchased Excluded Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samplesof Seller’s right, designstitle and interest in and to the following: 2.1.1. All the machinery, prototypesequipment, molds molds, furniture, instrumentation and kits other tangible personal property of the Seller relating to the Business including, without limitation, those described in Schedule 2.1.1 ; 2.1.2. All of the Inventory, except for such Inventory as shall have been sold by the Seller in the ordinary course of business from the date hereof through the Closing Date; 2.1.3. All contracts, service agreements, purchase orders, or outstanding proposals between the Seller and customers and suppliers of the Business, including, without limitation, those listed in Schedule 2.1.3; 2.1.4. All interest in machinery and equipment leased under the leases listed on Schedule 2.1.4 used to mold, manufacture and test the Products or otherwise used in the Business that Seller may have upon payment to the lessor of the respective buy-out amounts listed thereon; 2.1.5. All customer lists, supplier lists, mailing lists, sales and financial records and other records, data and files of the Seller relating to the Business; 2.1.6. All Purchased IP of the Seller relating to the Business or used, useful or related to the England national football team and development, marketing, manufacture or sale of the Manchester City football teamProducts (including rights to the name “Bentec Scientific” as provided in Section 6.3 hereof) including without limitation, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials those set forth on Schedule 2.1.6; 2.1.7. All non-disclosure agreements with non-employees (which may be retained in the possession of, used or disposed of by Seller to the extent necessary the same may be assigned, and to the extent the same may not be assigned, Seller agrees to provide whatever assistance is reasonably required to enforce Seller’s rights thereunder, including the services contemplated execution of a power of attorney on behalf of Buyer to take actions and execute documents on Seller’s behalf, which execution, upon such circumstances, shall not be unreasonably withheld or delayed by the Transitional Services and License AgreementSeller), archive files all employee agreements, non-disclosure agreements with employees and consulting agreements of Seller related to the Business, including, without limitation, those described in Schedule 2.1.7; 2.1.8. All permits, licenses, certificates of occupancy, and other governmental authorizations or other similar items approvals of Seller relating to the Business (hereinafter “Permits”), including, without limitation, those listed on Schedule 2.1.8; and 2.1.9. All of the assets not described in this Subsection 2.1 used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as operation of the Closing, relating to Business as reflected on the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, Balance Sheet except the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on the Closing Date, Parent Sellers shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, free and clear of any Encumbrances and Buyer shall purchase and acquire from Seller, International Subsidiary and its AffiliatesSellers, all of Sellers' right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following Sellers' property and assets, free personal or mixed, tangible and clear of all Encumbrances intangible, where located on the Closing Date and in the condition it is in on the Closing Date (collectively, but excluding the “Purchased Excluded Assets”): (ia) the Intellectual designated leasehold and other title to, estate or interest in all Leased Real Property listed on described in Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby2.1(a); (iib) all customer listsTangible Personal Property and Inventories, historical samplesdescribed in Schedule 2.1(b) (as is, designswhere is with no warranties, prototypes, molds including the exclusion of the warranties of merchantability and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are fitness for archival purposes only and not for any use that violates the Intellectual Property rights of any Persona particular purpose), sample books, prototypes, promotional and advertising materials (which may be retained in but not including the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iiic) all the Contracts Accounts Receivable as of the Closing as specified in Schedule 2.1(c) including any work in progress, except the Retained Accounts Receivable listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunderdescribed in Section 2.2; (ivd) all Sellers' rights in, to and under the pro rata portion Sellers Contracts, listed in Schedule 2.1(d), and all (oral or written) outstanding offers, solicitations for any work in progress, to the extent the performance of advances such Sellers Contract is guaranteed by Buyer and legally assignable or guaranteed minimum royalty transferable; (e) all Governmental Authorizations and advertising paymentsall pending applications therefor or renewals thereof, if anyin each case to the extent legally transferable to Buyer, including those listed in Schedule 2.1(e); (f) copies of the data and Records related to the operations of Sellers, including client and customer lists, referral sources, service and warranties relating to periods after or constituting equipment logs, equipment warranties, operating guides and manuals, customer account records, advertising materials, promotional materials, studies, reports, communications and other similar documents as well as copies of all personnel Records (if employee so consents) of employees of Sellers hired by Buyer to the Closing Date under extent legally transferable and consented to by such employee and other such Records described in Schedule 2.1(f), but excluding attorney-client communications and attorney work product of Sellers; (g) all the Assigned Contractsof the intangible rights of Sellers, as provided in Section 2.6including Sellers' names "Diamond Air Drilling Services, Inc." and "Marquis Bit Co., L.L.C." and any derivatives of such names, and any liquidated damages under the Assigned Contractsassumed names, trading names, good-will, telephone numbers, facsimile numbers and e-mail addresses, websites and listings and those items listed in Schedule 2.1(g); and (vh) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US AssetsSellers interest, in that certain U. S. Patent Application regarding the "A Percussion Hammer Bit Retainer Apparatus" Provisional Application No. 601427,775 and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all Non-Provisional Application No. 101718,167 ("PATENT") All of the Global foregoing property and assets are herein referred to collectively as the "ASSETS". Notwithstanding the foregoing, the transfer of the Assets or pursuant to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed not include the assumption of any Liability in respect thereof unless the Buyer expressly assumes such Liability pursuant to include such designated Subsidiary(ies)Section 2.4(a) of this Agreement.

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of set forth in this Agreement, on including without limitation Section 1.2, the Closing DateSeller hereby sells, Parent shall cause assigns, transfers and delivers to the Buyer, free and clear of any lien or other encumbrance, all of the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all 's right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free properties and clear rights of all Encumbrances (collectively, the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property Seller relating to or used exclusively or principally employed in connection with the Business, but excluding the Excluded Assets (all of such assets, properties and rights, together with all goodwill associated therewiththose assets, remedies against infringement thereof, properties and rights set forth in subsection (b) below, being hereinafter sometimes collectively called the "Purchased Assets"): (i) all assets, properties and rights reflected on the balance sheet for the Business as at March 31, 1997 (annexed hereto as Schedule 1.1(a)(i)) (the "Balance Sheet"), subject to protection changes therein in the ordinary course of interests provided therebybusiness through the Closing Date; (ii) all customer listsof the Seller's right, historical samplestitle and interest in and to the publications, designsproducts and services set forth on Schedule 1.1(a)(ii), prototypeswhether complete, molds and kits published, unpublished, or in-process or under contract (collectively, the "Products"), including, without limitation, all historical samplesupdates, designssupplements and revisions thereto, prototypes, molds and kits related other accompanying materials relating to the England national football team Products and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates literary content of all of the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assetsabove; (iii) all finished goods inventory for the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) Products and all Contract Rights thereunderraw materials and work-in-process; (iv) all of the pro rata portion of advances or guaranteed minimum royalty Seller's right, title and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6interest in, and claims under, any liquidated damages under author contracts and other agreements relating specifically to the Assigned Business, (excluding those contracts and other agreements relating specifically to the Business but shared with other businesses of RIAG) which are listed on Schedule 1.1(a)(iv) (collectively, the "Contracts; and"); (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating except to the ownership of the above-listed Purchased Assetsextent assigned and transferred pursuant to Section 1.1(b), but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US AssetsSeller's right, title and interest in, and claims under, the Global Buyer Intellectual Property relating specifically to the Products. For purposes of this Agreement "Intellectual Property" shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or mean all of the Global Assets following owned by the Seller or used in connection with the Products: (A) patents, patentable inventions, discoveries, improvements, ideas, know-how, processes and computer programs, software and databases (including source code); (B) trade secrets and the right to become limit the employer use or disclosure thereof; (C) copyrights in all works (registered and unregistered) including software programs (other than off-the-shelf software and software used in connection with the Products shared with other businesses of RIAG); (D) domain names; including registrations and applications in any Accepting Employees, in which case jurisdiction pertaining to the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).foregoing;

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Parent but effective as of the Effective Time, Seller shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary free and its Affiliatesclear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including, but not limited to, the following (but excluding the Excluded Assets): (a) all cash, cash equivalents of Seller, International Subsidiary including all cash related to customer prepayments, advances, deposits, and its Affiliates installment payments, and all marketable securities, notes receivable, or other similar instruments, in transit, in hand or in bank accounts; (b) all Real Property of the Business, including the Real Property described in Parts 3.7 and 3.8; (c) all Tangible Personal Property of the Business, including those items described in Part 2.1(c); (d) all Inventories of the Business; (e) all Accounts Receivable of the Business; (f) all Seller Contracts listed in Part 2.1(f) and any other Seller Contract (other than an Excluded Seller Contract), which Buyer elects to assume on or after the Closing Date pursuant to the following assetsterms, free conditions, and clear limitations of a written assumption or novation agreement entered into and signed by Seller ("Assumed Seller Contracts"); (g) all Governmental Permits of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b); (h) all data, House Plans (including those listed in Part 2.1(h)), and Records of the Business, including client, customer, and supplier lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, marketing materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all Encumbrances (collectively, the “Purchased Assets”):personnel Records and other Records described in Section 2.2(d); (i) all Software; (j) all of the Intellectual Property listed on Schedule 2.1(a)(i) intangible rights and any other Intellectual Property used exclusively or principally in connection with property of the Business, together with including Intellectual Property Assets (including any contained in or forming a part of other Assets), going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f) and (h); (k) except for those relating to the Employee Plans, all goodwill associated therewithinsurance policies, remedies including all insurance benefits, rights and proceeds thereunder, arising from or relating to the Business, the Assets or the Assumed Liabilities prior to the Effective Time; (l) all claims of Seller against infringement thereofthird parties, arising from or relating to the Business or the Assets, whether choate or inchoate, known or unknown, contingent or non-contingent, in▇▇▇▇▇▇g all such claims listed in Part 2.1(l); (m) all rights of Seller relating to Business deposits and prepaid expenses, claims for refunds and rights to protection of interests provided therebyoffset in respect thereof; (iin) all customer lists, historical samples, designs, prototypes, molds and kits Seller's entire member interest in Unique Fabrications (including, without limitation, all historical samples, designs, prototypes, molds and kits related to being 100% of the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Personmember interests in Unique Fabrications), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (vo) all claims, causes of action and other legal rights and remedies, whether or not known as Seller's entire limited partner interest in EQA Landmark Communities. All of the Closingproperty and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, relating to the ownership transfer of the above-listed Purchased Assets, but excluding claims against Buyer with respect Assets pursuant to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed not include the assumption of any Liability related to include such designated Subsidiary(iesthe Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Seller hereby sells and assigns to Campus Voice, and Campus Voice purchases and acquires from Seller, all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20, 1996 and all of the assets acquired by Seller in connection with the operation of the Business since December 20, 1996, including, to the extent Gates had an interest therein as of December 20, 1996, all of Gates's equipment of any kind and description, wherever located, together with all parts, accessories and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally, to the extent acquired by Seller or otherwise arising in the operation of the Business by Seller after December 20, 1996, all of the following assets (the assets being acquired from Seller being collectively referred to below as the "Assets"): (a) On the terms all tangible assets, wherever located, including poster board frames, poster board kiosks, fixtures and subject to the conditions of this Agreementrelated equipment; inventory and work in process; photographs, on the Closing Dateart work, Parent shall cause the Sellerpromotional materials and archives; equipment (including office and computer equipment) and furniture; and office supplies, International Subsidiary and its Affiliates (which termstationery, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyerforms, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”):labels; (ib) all computer software and all rights in the Intellectual Property listed on Schedule 2.1(a)(itrademarks, trade names and logos (including registrations and applications for registration of any of them) and any other Intellectual Property used exclusively by Gates or principally Seller in connection with the Business, including those listed on schedule 1.1(b), together with the good will of the business associated with those trademarks, trade names and logos; all goodwill associated therewith, remedies against infringement thereof, rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights relating to protection of interests provided therebythe Business; (iic) all customer listsrights under agreements, historical samples, designs, prototypes, molds commitments and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related orders relating to the England national football team and the Manchester City football teamBusiness, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreement, including, but not limited to provide all agreements with schools, advertisers, subcontractors and suppliers, and all agreements, commitments and orders relating to the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assetsdistribution of posters; (iiid) all records, files, mailing lists, customer lists and other information and data relating to the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) Business, including all records relating to agreements and all Contract Rights thereundercommitments relating to postering activities; (ive) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, all prepaid expenses relating to periods after the Closing Date Business; (f) all claims against third parties arising out of the operation of the Business, including claims under the Assigned Contracts, as provided in Section 2.6, manufacturers and any liquidated damages under the Assigned Contractsvendors warranties; and (vg) all claims, causes of action and other legal rights and remedies, whether or not known as accounts receivable arising out of the Closing, relating to the ownership operation of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated hereinBusiness. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Parent but effective as of the Effective Time, Sellers shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from SellerSellers, International Subsidiary free and its Affiliatesclear of any Encumbrances other than Permitted Encumbrances, all of Sellers’ right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following Sellers’ property and assets, free personal or mixed, tangible and clear intangible, of every kind and description, wherever located, relating to Sellers’ Wastewater Treatment Business (including the following, but excluding the Excluded Assets): (a) all buildings, tanks, pipelines and all other mechanical and electrical equipment, improvements and other constructions located on the Land; (b) the Wastewater Treatment Business assets of Sellers in its entirety including all Tangible Personal Property, including those items described in Section 2.1(b) of the Disclosure Schedules but excluding certain Excluded Assets; (c) except to the extent set forth on Section 2.2(h) of the Disclosure Schedules, all Sellers’ Contracts relating to the Assets or with respect to the Wastewater Treatment Business described herein, including those listed in Section 3.16(a) of the Disclosure Schedules, and all outstanding offers or solicitations made by or to Sellers to enter into any Contract relating to the Assets; (d) all Governmental Authorizations and all pending applications therefor or renewals thereof with respect to the Wastewater Treatment Business, in each case to the extent assignable and transferable to Buyer, including those listed in Section 3.13(b) of the Disclosure Schedules; (e) all data and Records related to the Wastewater Treatment Business and, subject to Legal Requirements, copies of all Encumbrances personnel Records and other Records described in Section 2.2(i) covering employees employed in the Wastewater Treatment Business; (collectivelyf) all of the intangible rights and property of Sellers with respect to the Wastewater Treatment Business, including intellectual property assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Section 3.21 of the “Purchased Assets”):Disclosure Schedules, relating to the Assets described herein; (g) all insurance benefits with respect to the Wastewater Treatment Business, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement but, subject to the terms of this Agreement or the Lease and Option Agreement, excluding any insurance benefits covered pursuant to the ACE insurance policies or Historical Insurance Policies covering the remediation of the Land; (h) all claims of Sellers against third parties relating to the Assets of the Wastewater Treatment Business described herein, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Section 2.1(h) of the Disclosure Schedules. (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebyaddress “▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇”; (iij) all customer lists1983.4 Capacity Units under the Los Angeles County Sanitation District permit, historical samples, designs, prototypes, molds and kits reserving to Sellers 100 Capacity Units for use by Sellers for its Additional Tract (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained as defined in the possession of, used Lease) provided that in the event that all or disposed a portion of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that 100 Capacity Units are not Intellectual Property or Excluded Assets; (iii) required for the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising paymentsAdditional Tract, if any, relating Sellers agree to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contractsconvey such unused Capacity Units to Buyer at no additional cost to Buyer; and (vk) all claims, causes of action and other legal rights and remedies, whether any additional Capacity Units that are or not known as become available to the ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ address. All of the Closingproperty and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, relating to the ownership transfer of the above-listed Purchased Assets, but excluding claims against Buyer with respect Assets pursuant to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed not include the assumption of any Liability related to include such designated Subsidiary(ies).the Assets or the remediation referred to in

Assets to be Sold. The Sellers shall sell and the Purchaser, or its assigns, shall buy the following real and personal property (collectively the "Assets"): (a) On the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International SubsidiaryThe Premises described in Exhibit 1.01(a), to sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to including the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”):improvements: (i) the Intellectual Property listed on Schedule 2.1(a)(iMobile Home Park consisting of 290 lots including the "▇▇▇▇▇▇▇ Drive Assets" which is leased and operated as an adult congregate living facility, the Sewer Plant (as defined below) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebyCommercial Parcels; (ii) all customer liststhe ACLF, historical samplesconsisting of 120 units/156 beds, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets;operating as a licensed adult congregate care facility; and (iii) the Contracts listed on Schedule 2.1(a)(iiiNursing Home, operating as a skilled nursing facility for 179 beds. (b) (All of Sellers' tenements, hereditaments, easements and rights appurtenant to the “Assigned Contracts”) Premises including, but without limiting the generality thereof, all of the Sellers' rights, titles and interests in and to streets, alleys or other public ways adjacent to the Premises, all utilities operated, easements for public utilities, the sewer plant, all sewers and service drainage systems and easements, all rights, of connection to the sewers, cable TV system, and all Contract Rights thereunderrights of ingress and egress, on the terms conditions and covenants hereinafter set forth; (ivc) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, Except as provided in Section 2.61.02, all personal property located on the Premises including, but not limited to, all furniture, furnishings, fixtures, equipment, patient records, inventory and supplies, including but not limited to dishes, silverware, utensils, lawn and garden machinery, maintenance equipment and tools, computer software and vehicles owned by Sellers and used in connection with the operation of the Premises, which property is listed in Exhibit 1.01(c) (hereafter collectively referred to as the "Personalty"); (d) All of Sellers' leases, contracts and agreements relating to the operation of the Premises described in Exhibit 1.01(d), attached hereto and incorporated herein which leases contracts and agreements shall constitute the "Assumed Contracts"; (e) Sellers' interest in and to the trade names by which any liquidated damages under of the Assigned Premises are known; (f) Any warranties in existence to the premises, the Personalty and the Assumed Contracts; and (vg) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer All goodwill associated with respect to the transactions contemplated hereinSellers. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates Date (which term, as used throughout this Agreement, includes International Subsidiarydefined in Section 6.1), to Seller shall sell, assign, transfer and convey assign to Buyer, subject only to the liens, encumbrances and Buyer shall purchase from Seller, International Subsidiary and its Affiliatescharges hereinafter set forth, all of Seller's right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free assets and clear of all Encumbrances properties (collectively, collectively the “Purchased "Assets”"): (ia) the Intellectual Property listed on Schedule 2.1(a)(i) All inventories of raw materials, supplies, work in progress and any other Intellectual Property finished goods used exclusively or principally held in connection with the Seller's Business or its products as of the Closing [as hereinafter defined] (collectively the "Inventory"); (b) All furnishings, vehicles, fixtures, spare parts, tools, machinery and equipment, computer equipment, office equipment and packing and packaging materials wherever located, used or held in connection with Seller's Business; (c) All accounts receivable held by Seller as of the Closing (the "Accounts Receivable"); (d) The Assumed Liabilities (as hereinafter defined); (e) Any patents, trademarks and trade names, trademark and trade name registrations, service marks and service ▇▇▇▇ registrations, copyrights and copyright registrations, the applications therefor and the licenses and franchises with respect thereto, together with the goodwill and the business appurtenant thereto; and all goodwill associated therewithtrade secrets, remedies against infringement thereoftechnology (including technology with respect to which Seller is a sublicensee, in such case only insofar as permitted under the applicable sublicense agreement), processes, inventions, designs, drawings, blueprints, specifications, patterns, royalties, privileges, permits and rights to protection all other similar intangible personal property, in each case, used or held in connection with Seller's Business, as limited by the provisions of interests provided therebySchedule 1.1(e); (iif) all All papers, documents, instruments, books and records, files, agreements, books of account and other records pertaining to the Assets or Seller's Business (including without limitation customer invoices, customer lists, historical samplesvendor and supplier lists, designsdrafts and other documents and materials relating to customer transactions), prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related other than those that pertain primarily to the England national football team Excluded Assets (as hereinafter defined) and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; reasonably necessary for the operation of Seller's Business and other than the Warehouse Sublease and Long Island Railroad documents (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, each as provided in Section 2.6, and any liquidated damages under the Assigned Contractshereinafter defined); and (vg) all claims, causes All other assets and rights of action every kind and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently personal, tangible or intangible, that are owned and used by Seller in existence or arising hereafter, other than the Purchased Assetsconnection with Seller's Business, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, Lease and the Global Buyer shall have the rightWarehouse Sublease, but not the obligation, except for assets and rights specifically excluded pursuant to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies)Section 1.2.

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing Dateand effective as of the Effective Time, Parent Seller shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary and its Affiliates, all of Seller's right, title and interest of Seller, International Subsidiary and its Affiliates in and to only the following assets, free and clear assets of all Encumbrances Seller used in the Business (collectively, the “"Purchased Assets”"): ------------------ (a) all Product Inventory held in connection with the operation of the Business (including any such Product Inventory located at any transload shipment site, consignment warehouse or any other offsite location or in transit in any railcar, truck or other mode of transportation, but excluding the Product Inventory described in Section 2.2(b)) (the "Purchased Inventory") (for clarity, Product Inventory associated with invoices issued prior to Closing shall be deemed to have been converted to Seller Accounts Receivable and Product Inventory associated with invoices issued subsequent to Closing shall be deemed to be Purchased Inventory); and (b) the goodwill of the Business, comprised of all of the intangible property associated with the Business and customarily described as goodwill, including (but subject to Section 2.2): (i) the Intellectual Property listed on Business Contracts set out in Schedule 2.1(a)(i2.1(b)(i) and any other Intellectual Property used exclusively or principally in connection with (collectively, the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby"Assumed Contracts"); (ii) all the following records of Seller: (x) customer listsrecords, historical samples, designs, prototypes, molds customer lists and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits other customer information related to the England national football team Business as it has been conducted since January 1, 2006, including principal customer contacts, addresses and telephone numbers and an electronic version of the Manchester City football teamprice book for the periods beginning February 1, it being understood that such materials are for archival purposes only 2007 and not for any use that violates the Intellectual Property rights of any Person)March 1, sample books2007, prototypeshowever, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary that such records relate to Assumed Contracts with terms beginning prior to January 1, 2006, Seller will provide each of the services contemplated by above since the Transitional Services commencement of said Assumed Contract(s) and License Agreement(y) for each customer located in a country on Schedule 2.2 other than the United States or Canada to whom the Seller has sold or shipped Business products since January 1, 2006, copies of the transaction documents related to the most recent such sale or shipment, in each case except to the extent that Seller has an obligation of confidentiality with respect to such records pursuant to an agreement set forth on Section 2.1(b)(ii) of the Disclosure Schedule (collectively, the "Purchased Records"), archive files or other similar items used exclusively or primarily in connection with ; provided that Seller may retain copies of the Business that are not Intellectual Property or Excluded Assets;Purchased Records; and (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assetsoperating procedures, formulas and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all other similar Know-How and Trade Secrets used in connection with production of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies)Business products.

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Parent but effective as of the Effective Time, Seller shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of any Encumbrances other than Permitted Encumbrances, all Encumbrances of Seller's right (contractual and otherwise), title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located (but excluding the Excluded Assets and excluding the RSI Stock) that are used or held for use primarily in the Business as the same shall exist on the Closing Date (collectively, the “Purchased "Assets”):"), including the following: (a) the Transferred Real Property; (b) all of Seller's Tangible Personal Property; (c) all of Seller's Inventory; (d) all of Seller's Accounts Receivable; (e) the Assigned Intellectual Property and Assigned Marks; (f) all of Seller's Business Contracts, including Seller's Government Contracts; (g) all Confidentiality Letters; (h) all of Seller's Bids; (i) all Governmental Authorizations and all pending applications therefor or renewals thereof, issued to Seller primarily for the Intellectual Property operation of the Business or otherwise relating primarily to the Assets, including the Governmental Authorizations listed on in Schedule 2.1(a)(i2.1(i), in each case to the extent legally transferable to Buyer; (j) all of Seller's Records that primarily relate to the Business (other than those Records described in Section 2.2(c)), including sales and advertising literature, market research, technical research, business and strategic plans, product information, customer and supplier files and lists, equipment maintenance records and warranty information, plant plans, specifications and drawings, environmental and health and safety records (including training documents, information concerning supplies, and applications for Environmental Permits), customer specifications and, subject to Legal Requirements, all employment records related to the Acquired Employees and, to the extent reasonably required by Buyer in order to satisfy its obligations under this Agreement, the Former Business Employees. Notwithstanding the foregoing, Seller may retain copies of any of the foregoing Records: (i) that relate to properties or activities of Seller other Intellectual Property used exclusively than the Business, (ii) that relate to the Excluded Assets or principally Retained Liabilities, or (iii) that Seller is required to retain in its possession pursuant to applicable Legal Requirements or that are required or useful for Seller to retain for financial reporting purposes or Tax purposes; (k) all claims and defenses of Seller against Third Parties to the extent relating to the Assets or the Business, whether choate or inchoate, known or unknown, contingent or noncontingent, in▇▇▇▇▇▇g all rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with products or services purchased by Seller in respect of the Business; (l) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, in each case that relate primarily to the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights except to protection of interests provided therebythe extent excluded under Section 2.2(d); (iim) all customer listsrights in connection with, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession assets of, used or disposed of by Seller any Affiliate Plan to the extent necessary held by Seller or any trust to provide the services contemplated by the Transitional Services and License Agreement), archive files which Seller contributes or other similar items used exclusively or primarily is required to contribute in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion respect of advances or guaranteed minimum royalty and advertising paymentsany such Affiliate Plan, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contractsnot transferred by operation of law upon Closing; and (vn) all claimsrights in connection with, causes of action and other legal rights and remedies, whether or not known as of the Closing, assets relating to the ownership of the above-listed Purchased AssetsEmployee Benefit Plans and any Liability thereunder being assumed by Buyer pursuant to Section 2.3(a), but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated extent permitted by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than subject to the Purchased Assets, including without limitation, the Excluded AssetsLegal Requirements. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Parent but effective as of the Effective Time, Seller shall cause the Sellersell, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of any Encumbrances other than Permitted Encumbrances, all Encumbrances of Seller’s right (contractual and otherwise), title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located (but excluding the Excluded Assets and excluding the RSI Stock) that are used or held for use primarily in the Business as the same shall exist on the Closing Date (collectively, the “Purchased Assets”):), including the following: (a) the Transferred Real Property; (b) all of Seller’s Tangible Personal Property; (c) all of Seller’s Inventory; (d) all of Seller’s Accounts Receivable; (e) the Assigned Intellectual Property and Assigned Marks; (f) all of Seller’s Business Contracts, including Seller’s Government Contracts; (g) all Confidentiality Letters; (h) all of Seller’s Bids; (i) all Governmental Authorizations and all pending applications therefor or renewals thereof, issued to Seller primarily for the Intellectual Property operation of the Business or otherwise relating primarily to the Assets, including the Governmental Authorizations listed on in Schedule 2.1(a)(i2.1(i), in each case to the extent legally transferable to Buyer; (j) all of Seller’s Records that primarily relate to the Business (other than those Records described in Section 2.2(c)), including sales and advertising literature, market research, technical research, business and strategic plans, product information, customer and supplier files and lists, equipment maintenance records and warranty information, plant plans, specifications and drawings, environmental and health and safety records (including training documents, information concerning supplies, and applications for Environmental Permits), customer specifications and, subject to Legal Requirements, all employment records related to the Acquired Employees and, to the extent reasonably required by Buyer in order to satisfy its obligations under this Agreement, the Former Business Employees. Notwithstanding the foregoing, Seller may retain copies of any of the foregoing Records: (i) that relate to properties or activities of Seller other Intellectual Property used exclusively than the Business, (ii) that relate to the Excluded Assets or principally Retained Liabilities, or (iii) that Seller is required to retain in its possession pursuant to applicable Legal Requirements or that are required or useful for Seller to retain for financial reporting purposes or Tax purposes; (k) all claims and defenses of Seller against Third Parties to the extent relating to the Assets or the Business, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with products or services purchased by Seller in respect of the Business; (l) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, in each case that relate primarily to the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights except to protection of interests provided therebythe extent excluded under Section 2.2(d); (iim) all customer listsrights in connection with, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession assets of, used or disposed of by Seller any Affiliate Plan to the extent necessary held by Seller or any trust to provide the services contemplated by the Transitional Services and License Agreement), archive files which Seller contributes or other similar items used exclusively or primarily is required to contribute in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion respect of advances or guaranteed minimum royalty and advertising paymentsany such Affiliate Plan, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contractsnot transferred by operation of law upon Closing; and (vn) all claimsrights in connection with, causes of action and other legal rights and remedies, whether or not known as of the Closing, assets relating to the ownership of the above-listed Purchased AssetsEmployee Benefit Plans and any Liability thereunder being assumed by Buyer pursuant to Section 2.3(a), but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated extent permitted by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than subject to the Purchased Assets, including without limitation, the Excluded AssetsLegal Requirements. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of this Agreement, on Seller will, at the Closing Date, Parent shall cause closing provided for in Section 1.8 hereof (the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary"Closing"), to sell, convey, assign, transfer and convey deliver to BuyerBuyer all of the assets used in or associated with the Business (the "Assets"), including, without limitation, the following: (a) all of Seller's equipment, inventory, work-in-process, fixtures, furnishings, supplies, tools, machinery, motor vehicles ("Vehicles") and Buyer shall purchase from Seller, International Subsidiary and its Affiliatesother tangible assets used in or associated with the Business ("the Tangible Personal Property"), all rightas more specifically listed on Schedule 1.1(a), title all such Tangible Personal Property and interest of Seller, International Subsidiary and its Affiliates in and Vehicles to the following assets, be free and clear of all Encumbrances liens, other than liens to which Buyer consents in writing (collectively, the “Purchased Assets”):"Permitted Liens"); (ib) all of Seller's data, records, files and papers relating to the Intellectual Property listed on Schedule 2.1(a)(i) Assets and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewithincluding but not limited to client contracts, remedies against infringement thereoffiles and records in respect of sales, sales, distribution and purchase correspondence, research and development records, procedure manuals, product mixing recipes and guidelines, job records, records of present and former customers (including credit histories), suppliers and employees, mailing lists and prospect lists, and rights other records relating to protection the Assets and/or the operation of interests provided therebythe Business; (iic) all customer lists, historical samples, designs, prototypes, molds the accounts receivable and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related goodwill of the going business concern of Seller as it relates to the England national football team Business, including the name "State Line Bark & Mulch," all tradenames, trademarks, phone numbers, e-mail addresses, websites, URL, and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights domain names of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded AssetsSeller; (iiid) those software, software licenses, license agreements, and other contracts, agreements or certificates for the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunderuse of software held by Seller; (ive) the pro rata portion all rights and interests of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after Seller as of the Closing Date under in and to the Assigned Contractscontracts and agreements listed in Schedule 1.1(e) attached hereto (the "Ancillary Agreements"), and including all contracts and agreements with clients of Seller, but excluding those contracts as to which Buyer has notified Seller prior to the Effective Time that Buyer does not wish to receive an assignment; provided that nothing herein shall be construed to constitute compliance with ss. 4204(a) of the Employment Retirement Income Security Act of 1974, as provided amended, or to require the parties to take any action that would transfer any multiemployer plan liability to Buyer; (f) all transferable or assignable permits (including state or local permits for all manufacturing activities), licenses, authorizations, approvals or indicia of authority held by Seller as of the Closing Date (as defined in Section 2.6, and any liquidated damages under 1.8 herein) with respect to the Assigned Contractsownership or operation of the Business or the Assets; and (vg) Seller's rights under all claimsof its present and former insurance policies, causes of action including without limitation workers' compensation, product liability and general liability insurance and any other legal insurance required to be held by law, to the extent such rights are transferable and remediessubject to the consent, whether or not known as if any of the Closing, relating insurer (such consent not to be a condition to the ownership Closing). Buyer and Seller agree that the containerized trees owned by Seller and located on a portion of the above-listed Purchased AssetsProperty (the "Containerized Trees") and the personal effects of Shareholders, but excluding claims against Buyer with respect including artwork, shall be excluded from the Assets and shall not be subject to the transactions contemplated hereinhereby. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of ----------------- this Agreement, on the Closing Date, Parent Seller shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assignconvey, transfer and convey assign to Buyer, Buyer and Buyer shall purchase from SellerSeller all the operating assets and operations of Tri- Star, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates but excluding the assets described in and to the following assets, free and clear of all Encumbrances (S)1.3 (collectively, the “Purchased "Assets”):") including the following: (ia) All of Seller's rights and interests in the Intellectual Property listed personal property, leasehold improvements, fixed assets, machinery and equipment, furniture and fixtures, supplies, vehicles, and other similar property of Seller relating to the Business as of the Closing Date, including but not limited to those items set forth on Schedule 2.1(a)(i1.1 (a) and any other Intellectual Property used exclusively or principally in connection with (the Business"Personal Property"); ---------------- (b) The Leases set forth on Schedule 1.1 (b), together with all goodwill associated therewithincluding, remedies against infringement thereofinter alia, and rights to protection of interests provided thereby---------------- the operating lease for Tri-Star at DFW (the "Leases"); (iic) all customer listsSubject to Section 11.2, historical samplesSeller's full right and benefit under any contracts, designsagreements, prototypesfranchises, molds and kits (licenses, permits, registrations or authorizations relating to the Business including, without limitation, all historical samplescustomer contracts, designsany additional rental contracts or leases other than the Leases, prototypesand those specifically set forth on Schedule 1.1 (c) (collectively, molds ---------------- including the Leases, the "Assumed Contracts"); (d) Subject to Section 11.2, the operating certificates, licenses and kits related permits of Seller relating to the England national football team and Business, including but not limited to those set forth on Schedule 1.1(d) (the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller "Operating Rights") to the extent necessary to provide the services contemplated by the Transitional Services that said -------------- operating certificates, licenses and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assetspermits shall be assignable; (iiie) All goodwill of Seller associated with the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunderBusiness; (ivf) All intangible assets and intellectual property of Seller, including without limitation the pro rata portion rights to the name "Tri-Star" and any variation thereof, and all logos, copyrights, tradename, trademark, trade dress, service marks, and - all associated goodwill, together with all rights of advances or guaranteed minimum royalty Seller to use the foregoing, including but not limited to those set forth on Schedule 1.1 (f) --------------- (the "Proprietary Rights"); (g) All lists and advertising paymentsrecords pertaining to any customers, if anysuppliers, distributors, vendors, personnel, agents and all other books and records of Seller relating to periods after the Closing Date under the Assigned ContractsBusiness; provided, however, that Seller shall be allowed to keep copies of all such documents and records, as provided well as the originals of any state or federal tax returns; (h) All of Seller's interest in Section 2.6telephone listings, fax listings, e-mail listings, domain names and any liquidated damages under other such directories relating to the Assigned ContractsBusiness; and (vi) all claims, causes All other property of action and other legal rights and remedies, whether or Seller not known as referred to above which is used in the conduct of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunderBusiness. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed conveyed by Seller to include such designated Subsidiary(iesBuyer free and clear of all liabilities, obligations, liens and encumbrances, excepting only those liabilities and obligations constituting the Assumed Liabilities (as hereinafter defined).