Common use of Purchase and Sale of Acquired Assets Clause in Contracts

Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On the terms and subject to Closing Date but effective as of the conditions set forth in this AgreementEffective Date, at the Closing, each Seller shall sell, assigntransfer, deliver, convey and transfer assign to BuyerPurchaser, and Buyer Purchaser shall purchase, assume acquire, and acquire accept from such Seller, free upon the terms and clear of Liens other than Permitted Liensconditions stated herein, all of such Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):following: (a) The real propertyAll hardware, Improvements thereonthird-party software licenses, easementsdocumentation, licenses third-party trademark licenses, fixtures, furniture, equipment and other rights assets of such Seller, in real property described in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 2.1(a), but subject to the Permitted Liens 1.1 attached hereto (the “Real PropertyTransferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) The leasehold interests All right, title, and rights thereunder relating interest of such Seller in and to real property with respect the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to which Seller is lessee set forth in Schedule 2.1(bConnect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), but subject to the Permitted Liens (the “Leased Real Property”and EBP&P), and all leases set forth of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in Schedule 2.1(bany medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with respect such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the Leased Real Property foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Assigned LeasesIntellectual Property”); (c) The machineryAll right, equipmenttitle, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) interest (including without limitation rights to payment for customer services which services were rendered on or following the items Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of personal property described such Seller in and under the Assumed Contracts (as hereinafter defined) on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on after the Effective Date, but excluding including any successor agreements to the Assumed Contracts which are entered into by such items disposed of by Seller in with respect to the ordinary course of business during Business prior to the Interim Period and including such additional items as may be acquired by Seller for use in connection with Closing Date (the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5“Contract Rights”); (d) All Permits Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a$97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Transferable PermitsAcquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); ▇▇▇▇▇▇▇▇▇▇ (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases All receivables and rights to payment arising with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements customer services provided on or after the Effective Date or Software for periods on or following the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments Effective Date relating to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books Copies of those books and Records, subject records of such Seller directly related to the right of Seller to retain copies for its use to the extent Acquired Assets, including invoices, purchase orders, and subject to the conditions set forth herein;vendor and customer correspondence; and (g) All Intellectual Property that is owned by Seller goodwill and primarily used in connection other intangible assets associated with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, foregoing; in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liabilitywherever located, but specifically excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingthose assets described in Section 1.2.

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall agrees to sell, assign, transfer, convey and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire from Seller, Purchaser free and clear of Liens other than all Encumbrances whatsoever (except Permitted LiensEncumbrances), and Purchaser agrees to purchase and accept from Seller, at the Closing on the Closing Date, all of Seller’s the right, title and interest in of Seller, in, to and to under the following properties, rights and assets owned by of Seller constituting, insofar as they relate to or are used in and necessary for the operation ofBusiness, the Business whether tangible or intangible (collectively, the “"Acquired Assets”"): (ai) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject each contract or agreement of Seller with End-Users relating to the Permitted Liens Business the form of which is set forth on Schedule 2.1(a)(i) or is otherwise, in the reasonable discretion of the Purchaser, essential to the provision by Seller's of paid web hosting services, (the “Real Property”"Contracts"); (bii) The leasehold interests the Books and rights thereunder Records relating exclusively to the Business, including (A) all Existing End-User information (e.g., all customer lists, email addresses, addresses, phone numbers, credit card information, user ID's and passwords) as well as any database or other document or record containing Existing End-User information, and (B) all marketing intelligence or strategies relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at Business as well as any document or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors record containing such information to the extent that such warranties are transferable, in each case as in existence on marketing intelligence or strategies relating to the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Business exist; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (iiiii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, lawsuits, judgments, deposits, refunds, rebates, choses in action, rights of recovery, rights of set-off, rights of refund recoupment, claims and similar rights against a Third Party relating demands of any nature available to or being pursued by Seller with respect to the Business or ownership, use, function or value of any of the Acquired Assets or Assumed LiabilityLiabilities; and (iv) all right, but excluding any such rights title and interest of Seller inin and to the goodwill incident to the Business, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as including the exclusive right of the Effective Date Purchaser to hold itself out as carrying on or prior the Business in succession to Closing, Seller will transfer such proceeds to Buyer at the ClosingSeller.

Purchase and Sale of Acquired Assets. On At the Closing and on the terms and subject to the conditions set forth in this Agreement, at the Closing, each Seller shall sell, assign, convey and transfer agrees to sell to each Buyer, and each Buyer shall purchaseagree to buy from such Seller, assume and acquire from Selleras set forth on Schedule 2.1, free and clear of Liens all Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in and related to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real propertythe Fee Property, Improvements thereon, easements, licenses Unpatented Mining Claims and other rights in real property described Water Rights listed in Schedule 2.1(a2.1(a)(i), but subject to the Permitted Liens and all improvements and fixtures thereon and all rights and easements appurtenant thereto, including, without limitation, those improvements, fixtures, rights and easements set forth on Schedule 2.1(a)(ii) (collectively, the “Real Property”); (b) The leasehold interests the machinery and rights thereunder relating to real property with respect to which Seller is lessee set forth equipment listed in Schedule 2.1(b), but subject all items of tangible personal property located at the Shootaring Canyon Mill except for those excluded items listed in Schedule 2.2, and any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of the Sellers relating to the Permitted Liens these items (the “Leased Real Tangible Personal Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machineryall inventories associated with the Acquired Assets, equipmentincluding all finished goods, toolswork in process, furnitureraw materials, vehiclesingredients, Inventories spare parts, packaging and all other tangible materials and intangible personal property owned supplies to be used, consumed, sold, resold or distributed by Seller the Sellers, together with any express or implied warranty by the manufacturers or sellers of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and located at or in transit to the Facilities (if Sellers’ rights related primarily to any of the Acquired Assets) foregoing (including without limitation the items of personal property described on Schedule 2.1(c“Inventories”)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits Material Contracts listed in Schedule 3.8 except those Material Contracts or renewals thereof) relating to the ownership and operation portions of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and Material Contracts that are identified Schedule 3.8 identifies as “Transferable PermitsExcluded Contracts” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable PermitsAcquired Contracts”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material subject to the ownership or operation of procedures set forth in Article VII related to Required Consents, all Governmental Authorizations related to the Acquired Assets and that are set forth in Schedule 2.1(e) (held by the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned ContractSellers, including Buyer’s right the Governmental Authorizations listed on Schedule 3.11(b), and all pending applications for or renewals of Governmental Authorizations related to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinall Software; (g) All Intellectual Property that is owned by Seller all insurance benefits related to the Acquired Assets or the Assumed Liabilities, including rights and primarily used in connection proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities with respect to events and occurrences prior to the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)Closing Date; (h) Subject to Section 2.2(f), all of the rights of Seller Sellers’ claims against third parties related to the use of Acquired Assets or the names of the Facilities set forth in Schedule 1Assumed Liabilities, known or unknown, contingent or noncontingent; (i) Those Environmental Attributes set forth all of the Sellers’ accounts receivable from UPC; (j) all Records; (k) all Data related to the Acquired Assets specified in Schedule Section 2.1(a) through Section 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (jl) All rights of Seller in and all Data related to any claims, causes of action, rights of recovery, rights of setthe Non-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingCompete Zone.

Purchase and Sale of Acquired Assets. On the terms The Company hereby sells, conveys, transfers, assigns and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer delivers to Buyer, and Buyer shall purchase, assume and acquire hereby purchases from Seller, free and clear of Liens other than Permitted Liensthe Company, all of Sellerthe Company’s right, title and interest in and to all the following propertiesCompany’s property and assets, rights real, personal or mixed, tangible and intangible, of every kind and description, wherever located and whether or not any of such assets owned by Seller constitutinghave any value for accounting purposes or are carried or reflected on or specifically referred to in either the Company’s books of account or financial statements, or used in and necessary for excluding only the operation of, the Business Excluded Assets (collectively, as defined below) (the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to free and clear of any and all Encumbrances other than Permitted Encumbrances. The Acquired Assets shall include all of the Permitted Liens assets of the Company on the Balance Sheet (as defined in Section 3.6 hereof) and all assets acquired by the “Real Property”); Company since the Balance Sheet Date (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth as defined in Schedule 2.1(bSection 3.6 hereof), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors except to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during since the Interim Period Balance Sheet Date or except to the extent specifically identified herein as an Excluded Asset, including all of the following: (i) all of the Company’s rights under contracts, agreements and purchase and sale orders, including such additional all of the Company’s rights under any of its customer contracts and any contract renewal rights; (ii) all of the Company’s rights under leases for real or personal property other than the Affiliate Leases; (iii) all of the Company’s vehicles, trailers, mowers, snow blowers, snow plows, spreaders, hand and power tools, parts and supplies, and all other items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Periodmachinery and equipment, wherever located, in each case in accordance with Section 5.5any transferable warranty and service rights of the Company with respect to such Acquired Assets; (div) All Permits all of the Company’s furniture, fixtures, office equipment and supplies, computer hardware and software, stored data, communication equipment, trade fixtures and leasehold improvements (including subject to any applicable lease terms), wherever located, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets; (v) all pending applications of the Company’s inventory of raw materials, work in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on the Company’s books of account, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets; (vi) all of the Company’s trade and other notes and accounts receivable, advance payments, deposits, prepaid items and expenses, deferred charges, rights of offset and credits and claims for Permits or renewals thereofrefund; (vii) all of the Company’s books, records, manuals, documents, books of account relating primarily to the ownership and operation of the Facilities Company or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise Assumed Liabilities, sales and credit reports, customer lists, literature, brochures, advertising or promotional material and the like; (viii) all of the Company’s claims, choses in connection with action, causes of action and judgments relating to the Business, a copy Acquired Assets arising after the Closing Date; (ix) all of each Seller will provide to Buyer during the Interim Period Company’s goodwill and each of which will be subject to Buyer’s agreement to assume rights in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under name “Groundmasters, Inc.,” “Groundmasters, LLC” and “Ground Masters” and in any Assigned Contractother tradename, including Buyer’s right trademark, domain names, logo, design, slogan, tag line, fictitious name or service ▇▇▇▇, or any variant of any of them, and any applications therefor or registrations thereof, and all any other forms of intellectual property or industrial property rights, including, any patents, copyrights, trade secrets or proprietary manufacturing processes, and any licenses, consents and other agreements relating thereto; (x) any governmental licenses, permits and approvals issued to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract Company to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the their transfer is permitted by applicable covenants in Section 5.5law; (fxi) All Transferred Books all insurance policies and Recordsbenefits, subject including insurance rights and proceeds, under the Assumed Benefit Contracts relating to periods after the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Closing; and (jxii) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party all insurance proceeds or claims under insurance policies relating to any Assumed Liabilityproperty or equipment not repaired, but excluding any such rights of Seller in, to replaced or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of by the Effective Date on or Company prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingClosing Date.

Purchase and Sale of Acquired Assets. On Subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the closing of the transactions contemplated by this Agreement (the “Closing”), Seller shall sell, assigntransfer, convey convey, assign and transfer deliver to Buyer, and Buyer shall purchase, assume purchase and acquire accept from Seller, free and clear of Liens other than Permitted Liens, Seller all of Seller’s right, title and interest in and to the following propertiesall assets, claims, rights and assets interests used primarily in or held for the use of the Business by Seller to the extent owned by Seller constituting, or used in and necessary for the operation of, the Business its Affiliates (as defined below) (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), orfollowing, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments whatever and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5;media they exist: (di) All Permits (including all pending applications for Permits or renewals thereof) contracts relating to the ownership Business, including, without limitation, contracts with customers, agreements, all vendor contracts, venue contracts, advertising orders, licenses, “barter” agreements, contractor agreements, lease rights and operation of the Facilities all other written or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material oral contracts relating to the ownership or operation of the Business, including those Material Contracts listed on Schedule 2.13(a) attached hereto (collectively, the “Contracts”); (ii) all IP Rights (as defined below) of each Seller owned or used by Seller in the Business, including (a) all patents, patent applications, trademarks, service marks, trade names, domain names copyrights, and mask works, (b) software (source code and object code), firmware, APIs, SDKs, databases, documentation, and related materials and (c) trade secrets, know-how, algorithms and proprietary processes, (iii) all goodwill associated with the Acquired Assets Assets, all rights to sue and that are recover for and remedies against uncured past, present and future infringements or wrongful use thereof, and rights of priority and protection of interests as may exist therein under the laws of any jurisdiction worldwide; (iv) all inventory relating to or arising out of the ownership or operation of the Business, and all publications, raw materials, work-in-process and finished goods related to or used in the operation of the Business, except those set forth in Schedule 2.1(e) 1.1(a)(iv); (the “Material Contracts”) and (iiv) all other Contracts that relate primarily books, records, files, data, regulatory filings, and operating manuals relating to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business; (vi) all permits, a copy of each Seller will provide to Buyer during the Interim Period licenses and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) governmental authorizations (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contracttransferable), including Buyer’s right to exculpation private authorizations, and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material similar intangible assets relating to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (fvii) All Transferred Books all plans and Records, subject work in progress related to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinBusiness; (gviii) All Intellectual Property that is owned by Seller all content, information, publications, documentation and primarily used databases (in connection with whatever and all forms, including electronic) pertaining to the Business, including all exhibitor application forms, editorial rights and all data and files relating to customers, clientele, membership, sponsor and prospect lists, mailing and subscriber lists, advertiser lists and attendee lists, and all historical information on each; (ix) all photography and promotional materials related to the Business; (x) all claims and causes of action, known and unknown, and all miscellaneous rights relating exclusively to or arising out of the operation of the Facilities, as Business; (xi) any assets set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”1.1(a); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (jxii) All all other rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party properties primarily relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as arising out of the Effective Date on ownership or prior to Closing, Seller will transfer such proceeds to Buyer at operation of the ClosingBusiness.

Purchase and Sale of Acquired Assets. On At the Closing and on the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall Company agrees to sell, assigntransfer, convey convey, assign and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire agrees to buy from Sellerthe Company, free and clear of Liens all Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title and interest in, to and under the assets, properties, goodwill and other rights of every nature, kind and description, tangible and intangible, whether or not carried on the books of the Company or required to be reflected on a balance sheet prepared in and accordance with GAAP, located at or related to the following properties, rights and assets owned by Seller constituting, Facility or related to or used in and necessary for the operation of, the Business (collectively, other than the Excluded Assets) or otherwise agreed to be conveyed herein (the “Acquired Assets”):), including the following, in each case, located at or related to the Facility or related to or used in the Business: (a) The real property(i) the Owned Real Property, Improvements including all improvements and fixtures thereon, easementsall rights and easements appurtenant thereto; and (ii) all of the Company’s rights under all lease agreements, licenses license agreements and any other arrangements pursuant to which a person or entity other than the Company occupies or uses or enjoys rights to occupy or use any such Owned Real Property (such agreements and arrangements referred to in real property described in Schedule 2.1(a), but subject this Section 2.1(a)(ii) collectively are referred to the Permitted Liens (herein as the “Real PropertyAcquired Leases”); (b) The the leasehold interests interest in the Real Property leased to the Company listed on Schedule 3.9, including all improvements and fixtures thereon and all rights thereunder and easements appurtenant thereto; (c) all fixed assets and other tangible personal property, including that listed on Schedule 3.9(e), together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of the Company relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens these items (the “Leased Real Tangible Personal Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those all Seller Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in on Schedule 2.1(e) 2.1(d)(i), (the Seller Contracts referred to in Section 2.1(d)(i) collectively are referred to herein as the “Material Acquired Contracts”) and (ii) all rights of Company in, to, under or related to each of the Acquired Contracts; (e) the following written materials, data and records (in whatever form or medium) (collectively, the “Records”): (i) customer lists and records; (ii) equipment logs, (iii) service, warranty and claim records, (iv) maintenance records and other Contracts that relate primarily documents relating to the ownership or operation of Real Property and the Tangible Personal Property, (v) safety data sheets, (vi) operating guides and manuals and (vii) those related to any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5Assumed Liabilities; (f) All Transferred Books the Intellectual Property and RecordsIntellectual Property Rights listed on Schedule 3.10 (collectively, subject the “Acquired Intellectual Property”) and all rights that the Company may have to institute or maintain any action to protect the right of Seller to retain copies same and recover damages for its use to the extent and subject to the conditions set forth hereinany infringement thereof; (g) All Intellectual Property that is owned by Seller all performance and primarily used in connection with the operation of the Facilitiesother bonds, as set forth in security and other deposits, advances, advance payments, prepaid credits and deferred charges, including those listed on Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), all of the rights of Seller Company’s claims related to the use of the names of the Facilities set forth in Schedule 1Acquired Assets or Assumed Liabilities, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; (i) Those Environmental Attributes set forth in Schedule 2.1(iall Governmental Authorizations (and pending applications therefor), excluding such Environmental Attributes or portions thereof disposed of by Seller in to the ordinary course of business during the Interim Period extent transferable; (j) all emission reduction credits, permits and rights, including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5those listed on Schedule 2.1(j); (k) all assets listed on Schedule 2.1(k); and (jl) All rights of Seller in and to any claimsall other assets, causes of actionproperties, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating claims related to any Assumed Liability, but excluding any such rights of Seller in, to the operations or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as conduct of the Effective Date on Business or prior to Closing, Seller will transfer such proceeds to Buyer at which arise in or from the Closingconduct thereof.

Purchase and Sale of Acquired Assets. On (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall agrees to sell, assign, transfer, convey and transfer deliver to Buyer, and Buyer shall purchase, assume agrees to purchase and acquire from Seller, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following propertiessubstantially all of Seller’s rights, rights properties and assets owned by Seller constitutingof every kind, nature, character and description (whether real, personal or used in mixed, whether tangible or intangible, and necessary for the operation of, the Business wherever located) and whether or not required to be reflected on a balance sheet (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to including the Permitted Liens (the “Real Property”);following: (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation all goodwill of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and Business as a going concern; (ii) all contracts, agreements, leases, instruments or other Contracts that relate primarily to the ownership understandings (whether written or operation of any of the Acquired Assets or otherwise oral) identified in connection with the BusinessSchedule 1.1(a)(ii), a copy of each Seller will provide to Buyer during the Interim Period including amendments and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) supplements, modifications, and side letters thereto (the “Other Assigned Contracts” and, together with the Material Contractscollectively, the “Assigned Contracts”); provided that subject ; (iii) all data and databases used in the conduct of the Business or within the possession and control of Seller and relating to the Business; (iv) all accounts receivable, prepaid expenses, deposits and rights to refunds, rebates or other discounts due from clients, suppliers or other third parties, under any of the Acquired Assets except as specified in Section 1.1(b)(ii); (v) all rights and interests in and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right bank accounts of Seller established after the Closing Date; (vi) all cash collected by Seller or Buyer after the Closing Date that is related to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to including all revenues recorded by Buyer under the applicable covenants in Section 5.5Assigned Contracts after the Closing Date, including such revenues collected by Seller; (fvii) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions all assets set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in on Schedule 2.1(g) (the “Assigned Intellectual Property”1.1(a)(viii); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (jviii) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingall Other Acquired Assets.

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, assignconvey, convey transfer, and transfer assign to BuyerBuyer at the Closing, and Buyer shall purchase, assume acquire, and acquire accept from Seller, free and clear of Liens other than Permitted LiensSeller at the Closing, all of Seller’s right, title title, and interest in and to only the following propertiesassets that Seller owns or uses in connection with the Business: (a) all Inventory of Spinal Products, rights whether or not consigned, including the Finished Goods, intermediate inventory (inspected but unpackaged silicon nitride spinal implants), and assets owned by Seller constitutingpackaging material and all related instruments, components, kits, and caddies listed on Schedule 3.11; (b) the FDA 510(k) regulatory clearances and approvals for all Spinal Products, including all related design history files listed on Schedule 1.1(b); (c) the right to reference the Master File; (d) the domestic and foreign regulatory clearances, approvals, permits, licenses, registrations, orders, and other authorizations issued to, or used required to be obtained or maintained by, Seller or any of its Affiliates by a Governmental Authority in connection with the development, production, sale, distribution, or marketing of the Spinal Products listed on Exhibit B, all pending applications therefor, and necessary all amendments, modifications, and renewals thereof (collectively, the “Approvals”), all of which are listed on Schedule 1.1(d); (e) all Intellectual Property Assets; (f) all molds, designs, technical information, engineering data, and other information, proprietary or otherwise, relating to the Spinal Products and all production and process specifications, trade secrets, and know how related to the Metal-Based Products and PEEK Products; (g) the names “Amedica” and “US Spine,” all derivatives thereof, and all domain names, social media accounts and website addresses that incorporate either name including w▇▇.▇▇▇▇▇▇▇.▇▇▇; (h) the Contracts, open purchase and sales orders, and Intellectual Property Agreements listed on Schedule 1.1(h) (the “Assigned Contracts”) and all rights Seller has or may have thereunder; (i) all claims of Seller against third parties relating to the Acquired Assets or any Assumed Liability, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; (j) all Customer records, lists, and files relating to the Spinal Products for the operation ofthree (3) years preceding the Closing Date; (k) all records, lists, files, and agreements for all vendors, manufacturers, and suppliers relating to the manufacture, sale, and distribution of Spinal Products for the three (3) years preceding the Closing Date; (l) electronic and, if available, hard copies of all catalogs, brochures, and other marketing and sales materials relating in whole or in part to the Spinal Products; and (m) originals, or when not available, copies of all books and records relating to the sale and distribution of Spinal Products; and (n) the Contracts with physicians related to the Business and the Spinal Products that are listed on Schedule 1.1(n), including the obligations thereunder to pay royalties to such physicians, to the extent such payment obligations arise after the Closing. The assets listed in Section 1.1(a) through (o) are collectively, the “Acquired Assets.”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On With the exception of the Excluded Assets, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Purchaser shall purchase from the City, and the City shall sell, assigntransfer, convey assign and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire from SellerPurchaser, free and clear of all Liens other than except for the Permitted Liens, all of Seller’s the right, title and interest in of the City in, to and under all of the assets, properties and rights of the City, to the following propertiesextent such assets, properties and rights exist as of the Closing Date and assets owned by Seller constitutingare used, necessary or used important in and necessary for the operation ofof the System (whether or not any such asset(s) have any value for accounting purposes or are carried or reflected on the books or financial statements of the Seller) (the assets to be conveyed collectively referred to as the "Acquired Assets"), including without limitation, the Business (collectively, the “Acquired Assets”):following: (a) The all real propertyand personal property interests owned, Improvements thereonlicensed or leased by Seller and any real or personal property interests that are in the process of being acquired, easementslicensed or leased by Seller or any of its Affiliates, licenses and other rights in real property described in Schedule 2.1(a)including without limitation, but subject to the Permitted Liens (the “Real Property”), the Public Works Building Lease and Occupancy Agreements; (b) The leasehold interests except for those contracts, licenses and rights thereunder relating leases listed on Schedule 2.01(b), all contracts, licenses and leases related to real property with respect the System to which Seller the City is lessee set forth in Schedule 2.1(b)a party, but subject to the Permitted Liens including without limitation leases for Equipment and Machinery, vehicles and other items of personal property (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “"Assigned Leases”Contracts"); (c) The machineryall Supplies, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned except Supplies consumed or used by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on between the Effective Date, but excluding such items disposed of by Seller Date and the Closing Date in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5the terms of this Agreement; (d) All Permits (including all pending applications for Permits personal property, fixtures, equipment and fixed assets owned, licensed or renewals thereof) relating to the ownership leased by Seller, including, without limitation, Equipment and operation of the Facilities or the Acquired Assets thatMachinery, as of the Closing Datesystem pipes, are transferable by Seller to Buyer by assignment or otherwise under applicable Law auxiliary equipment and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)plant equipment; (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5Intellectual Property; (f) All Transferred Books Seller's other intangible assets, including, without limitation, the benefit of third- party representations, warranties, guarantees, performance bonds, maintenance bonds, correspondence and Records, subject to the right of Seller to retain copies for its use to the extent computer software and subject to the conditions set forth hereinprograms (whether proprietary or not); (g) All Intellectual Property that is owned by Seller Seller's Files and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)Records; (h) Subject to Section 2.2(f)all prepaid expenses, the rights of Seller credits, advance payments, security, deposits, charges, sums and fees to the use of the names of the Facilities set forth in Schedule 1extent related to any Acquired Assets; (i) Those Environmental Attributes set forth in Schedule 2.1(i)subject to Section 2.06, excluding all Licenses and Permits, but only to the extent such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period Licenses and including such additional Environmental Attributes as Permits may be acquired by Seller for use in transferred under Applicable Law (the operation of "Acquired Authorizations"); (j) the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5assets listed on Schedule 2.01(j); and (jk) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against the System as a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closinggoing concern.

Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller Sellers shall sell, assignconvey, convey transfer and transfer assign to Buyer, and Buyer shall purchase, assume and acquire purchase from SellerSellers, free and clear of Liens other than Permitted Liensfrom all Encumbrances, all of Seller’s Sellers’ right, title and interest in in, to and to under all of the following business, properties, assets, goodwill and rights of Sellers of whatever kind or nature, real or personal, tangible or intangible, owned, leased or licensed to, used or otherwise held by Sellers in operating the Business, wherever located and assets owned by Seller constituting, whether now existing or used in and necessary for hereafter acquired other than the operation of, the Business Excluded Assets (collectively, the “Acquired Assets”):), including the assets specified below (to the extent related to the Business) and any additional assets listed on Schedule 2.1 hereof: (a) The real property(i) the ISO Agreements, Improvements thereon(ii) the Residuals and all other payments related to the Sold Merchants regardless of source or ISO Agreement, easements(iii) the Sold Merchants and their servicing rights, licenses (iv) copies of all Contracts, records and other rights documents in real property described any form, whether hard copy, resident on computers, or otherwise, in Schedule 2.1(a)the possession or under the control of Sellers relating to the ISO Agreements, the Residuals, and the Sold Merchants, (v) all the BINs and ICAs, if any, under Sellers’ control that are used in connection with the Sold Merchants, (vi) all merchant risk reserves or other merchant collateral of any nature related to the Sold Merchants held under the ISO Agreements and ISO Reserves held as a part of the ISO Agreements, (vii) all Residual or payments of any description regardless of its source derived from the ISO Agreements and the Sold Merchants, including, but subject to the Permitted Liens not limited to, payment gateway fees, PCI fees, check revenues, Discover revenue, American Express revenue, and debit sponsorship revenue and (the “Real Property”)viii) all future sales rep sales activity; (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject the payments related to the Permitted Liens (Acquired Assets referred to in clause Section 2.1(a) beginning with the “Leased Real Property”)payments made in the month of December 2015, and all leases set forth in Schedule 2.1(b) with respect to based upon the Leased Real Property (the “Assigned Leases”)Residuals earned by Sellers from processing that occurred on or after November 1, 2015; (c) The machineryall accounts or notes receivable held by Sellers from Third Parties, equipmentand any security, toolsclaim, furniture, vehicles, Inventories and remedy or other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if right related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5foregoing; (d) All Permits (including all pending applications for Permits or renewals thereof) relating bank accounts related to the ownership and operation of the Facilities or the Acquired Assets thatBusiness, including those set forth on Schedule 2.1, which shall include cash in an amount no less than $130,000, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified well as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”);all restricted cash. (e) Excluding the Assigned Leases addressed in Section 2.1(b)all of Sellers’ inventories, but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contractwherever located, including Buyer’s right to exculpation inventories of finished goods, products, supplies, packaging, and indemnificationother inventories, Seller shall retain the rights and interests under including any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided furtherbeing held on consignment, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, bailment or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5other arrangement; (f) All Transferred Books all personal property and Recordsinterests therein, subject to including all machinery and equipment, computer equipment and systems, software, hardware and other materials, used or held for use in the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinBusiness; (g) All all Intellectual Property that is and Software owned by or licensed to a Seller for use in the Business as currently conducted, and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)goodwill associated therewith; (h) Subject to Section 2.2(f)all of Sellers’ credits, the rights of Seller prepaid expenses, deferred charges, advanced payments, security deposits and prepaid items to the use of extent related to the names of the Facilities set forth in Schedule 1Business; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed all of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any Sellers’ claims, causes of action, defenses and rights of recovery, rights of set-off, rights of refund and similar rights offset or counterclaim against a Third Party Parties relating to any Acquired Asset or any Assumed Liability; (j) all books and records of the Business, but excluding any including all product designs and manufacturing drawings and all technical, sales and promotional literature; (k) all insurance benefits to the extent relating to claims arising out of events that occurred prior to Closing (if any) and associated with the Acquired Assets, including such rights of Seller in, to and proceeds receivable or hereafter received under any insurance policies policy written prior to the Closing; (l) all goodwill of Seller Sellers associated with the Business or any insurance proceeds therefrom; provided howeverthe Acquired Assets; (m) customer contracts, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as databases, sales pipeline, proposals of the Effective Date on Business, and project files associated with the Acquired Assets; (n) all Licenses and Permits of the Business, to the extent transferable to Buyer; (o) all social media accounts used by a Seller in the conduct of the Business, including all user names and passwords associated with such social media accounts; (p) all Assumed Contracts, including but not limited to the accounts with any Third Party provider enabling the Business’ website and/or application, to the extent the Contracts associated with those accounts are assignable; and (q) all rights, IP Claims and causes of action against Third Parties resulting from or relating to the operation of the Business and the Acquired Assets prior to the Closing, Seller will transfer such including without limitation, any rights, claims and causes of actions arising under warranties from vendors and other Third Parties and the proceeds to Buyer at the Closingof insurance.

Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to (i) the following ARCO Shares and (ii) all properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Facilities and the Business (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses easements and other rights in real property described in Schedule 2.1(a), but subject to the exceptions and encumbrances set forth in the title policy commitments provided to Buyer and described on Schedule 2.1(a) (the “Title Commitments”) and subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the exceptions and encumbrances set forth in the Title Commitments and subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, boats, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily solely to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of exclusively for the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of against manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and including those that are identified as “Transferable Permits” Permits on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); provided that Seller shall, during the Interim Period, amend such Schedules to account for applicable changes arising during the Interim Period, to the extent such changes are not in violation of any applicable covenants in Section 5.5; (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that relate to, and are material to to, the ownership or operation of the Acquired Assets or the Business and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily exclusively to the ownership or operation of any of the Acquired Assets or otherwise relate to the operation of the Business and in connection with either case are not, individually, or in the Businessaggregate, a copy of each Seller will provide material to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) Business (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the in each case that are not in violation of any applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as Facilities set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On At the terms Closing (as hereinafter ------------------------------------- defined), on and subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyertransfer, convey, and Buyer deliver to Purchaser, and Purchaser shall purchase, assume acquire, and acquire accept from Seller, all of the right, title, and interest of Seller in and to (i) the Business, (ii) the name "Call One" and any other name or names under which Seller has conducted the Business and all goodwill associated therewith, and (iii) the following assets, properties, and rights of Seller, free and clear of Liens other than Permitted Liensall liens, all claims, charges, security interests, and encumbrances of Seller’s rightany kind or nature, title and interest in and to as the following properties, rights and assets owned by Seller constituting, or used in and necessary for same shall exist at the operation of, the Business Closing Date (collectively, the “Acquired Assets”as hereinafter defined): (a) The real property, Improvements thereon, easements, licenses and other rights Except as set forth in real property described in Schedule 2.1(aSECTION 1.2(A), but subject all hardware, software and interconnection facilities utilized in the provision and maintenance of voice messaging services located at ONEOK, Tulsa, Oklahoma, including any and all network switching equipment, peripheral computer and telecommunications hardware and software, parts and accessories, furniture and the like wherever located, whether or not reflected on the books and records of Seller (even if carried at no value) and related to the Permitted Liens Business, and any and all assignable warranties of third parties with respect thereto (the “Real Property”"Equipment"); (b) The leasehold interests All of the contracts, airtime purchase agreements, leases, warranties, commitments, agreements, arrangements and rights thereunder relating to real property with respect purchase and sales orders, whether oral or written, pursuant to which Seller is lessee set forth enjoys any right or benefit in Schedule 2.1(b)connection with the Business, but subject whether or not reflected upon the books and records of the Seller, together with the right of Seller to the Permitted Liens (the “Leased Real Property”)receive income in respect of such contracts, leases, warranties, commitments, agreements, arrangements, and all leases set forth in Schedule 2.1(b) with respect to purchase and sales orders on and after the Leased Real Property Closing Date (individually, a "Contract" and collectively, the “Assigned Leases”"Contracts"); (c) The machineryAll patents, equipmentdesigns, toolsart work, furnituredesigns-in progress, vehiclesformulations, Inventories know-how, prototypes, inventions, trademarks, trade names, trade styles, service marks, and other tangible copyrights owned or held by Seller and intangible personal property related to the Business; all registrations thereof and applications therefor, both registered and unregistered, foreign and domestic; all trade secrets or processes owned by or belonging to Seller and related to the Business; all computer software (including documentation and related object and, if applicable, source codes) owned by or belonging to Seller and related to the Business; and all confidential or proprietary information that are either (i) owned by Seller and located at or in transit related to the Facilities Business, whether or not reflected on the books and records of Seller, or (if related primarily ii) as to any which Seller has rights as licensee, constituting all of the Acquired Assets) intellectual property of Seller used exclusively in the Business (including without limitation the items of personal property described on Schedule 2.1(c)"Intellectual Property"), orexcluding however, in the case of intangible personal property (other than all Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors Property related to the extent that such warranties are transferable, assets described in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5SECTION 1.2(A); (d) All Permits (including all pending applications for Permits or renewals thereof) existing records of sales, customer and vendor lists, manuals and printed instructions of Seller relating to the ownership Acquired Assets (as hereinafter defined) and to the operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) Business (the “Transferable Permits”"Books and Records"); (e) Excluding the Assigned Leases addressed in Section 2.1(b)All licenses, but including personal property leases (whether permits, certificates, and governmental authorizations of Seller is lessor or lessee thereunder), real property leases with respect and related to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) including pending applications therefor (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”"Permits"); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books furniture, fixtures, and Recordsleasehold improvements, subject wherever located, reflected on the books and records of the Seller (even if carried at no value) and related to the right of Seller to retain copies for its use to the extent Business, and subject to the conditions set forth herein;any and all assignable warranties covering such furniture, fixtures, and leasehold improvements ("Furniture and Fixtures"); and (g) All Intellectual Property that is owned by Seller contracts and primarily used in connection agreements relating to interconnection facilities with the operation Local Exchange Carrier (Southwestern ▇▇▇▇) and the Interexchange Carrier (MCI Telecommunications) for the provision of local and long distance telephone service including monthly recurring fees, usage charges and 800 Access Numbers in active service necessary or desirable for the conduct of the Facilities, as set forth in Schedule 2.1(g) Business (the “Assigned Intellectual Property”"Telephone Contracts");; and (h) Subject All of Seller's rights in, to, and under Seller's office lease, together with all of Seller's right, title, and interest in the buildings, fixtures and improvements, including construction-in-progress, and appurtenances thereto, located on the real property subject to Section 2.2(fsuch lease, and any and all assignable warranties of third parties with respect thereto (the "Office Lease"), the rights of Seller to the use . All of the names of the Facilities set forth items described in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property this SECTION 1.1 to be transferred purchased by Purchaser and which are not Excluded Assets as defined in SECTION 1.2 are hereinafter collectively referred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing"Acquired Assets."

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller CCS shall sell, assigntransfer, convey assign and transfer deliver to BuyerFUTURETECH, and Buyer shall purchase, assume and acquire from Sellerrelinquish to FUTURETECH in perpetuity, free and clear of Liens other than Permitted Liensall Encumbrances, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth of OptiCon. As used in Schedule 2.1(e) (this Agreement, the “Material Contracts”) and (ii) term Acquired Assets means all other Contracts that relate primarily to the ownership or operation of any of the Acquired assets, properties, goodwill and rights of CCS in OptiCon identified as follows, but excluding, however, such assets, rights and properties that constitute the Excluded Assets or otherwise (as defined in connection with Section 1.2): A. all right, title and interest of CCS in the BusinessOptiCon and OptiCon Network Manager brand name; B. all of the tangible personal property of CCS related to OptiCon as listed in Section 1.1.B of the Disclosure Schedule; C. all rights of CCS in OptiCon, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights transferable, under all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders decrees and other compliance agreements relating in any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contractmanner to, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of, OptiCon, including those listed in Section 1.1.C of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)Disclosure Schedule; D. all OptiCon Intellectual Property Rights and Licensed Software (h) Subject to Section 2.2(fas defined in Sections 3.1.H and 3.1.I, respectively), and the goodwill associated therewith, licenses and sublicenses granted in respect thereto and rights thereunder, together with all claims against third parties for profits and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith), court costs, and reasonable fees and disbursements of Seller counsel, consultants and expert witnesses (collectively, Damages) incurred by reason of the past infringement, alleged infringement, unauthorized use or disclosure or alleged unauthorized use or disclosure of any OptiCon Intellectual Property Rights, together with the right to ▇▇▇ for, and collect the same, or to ▇▇▇ for injunctive relief, for OptiCon’s own use and benefit, and for the use and benefit of the names of the Facilities set forth in Schedule 1its successors, assigns or other legal representatives; E. all customer, supplier, advertiser and mailing lists of CCS in OptiCon, including all copies thereof (i) Those Environmental Attributes set forth in Schedule 2.1(iwhatever media such copies may exists), excluding such Environmental Attributes relating in any manner to, or portions thereof disposed of by Seller used in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in connection with, the operation of OptiCon, and all rights in and to the Facilities information contained therein; F. all business and financial records, books, ledgers, files, plans, documents, correspondence, lists, plats, architectural plans, drawings, notebooks, specifications, creative materials, advertising and promotional materials, marketing materials, studies, and reports relating in any manner to, or used in connection with the ordinary course of business during operation of, OptiCon or to the Interim PeriodAcquired Assets, in each case in accordance with Section 5.5whatever media they exist; G. all goodwill of CCS relating to OptiCon; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party H. all Inventory relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition OptiCon as listed in Section 1.1.H of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingDisclosure Schedule.

Purchase and Sale of Acquired Assets. On Subject to the terms and subject to the conditions set forth in this Agreementhereof, at the Closing, Seller shall sell, assignconvey, convey transfer, assign and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire purchase from Seller, free and clear of Liens other than Permitted Liens, 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, short-term or long-term of every kind and description, wherever located and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller’s books of account or financial statements, excluding only the following properties, rights and assets owned by Seller constituting, or used in and necessary for Excluded Assets (the operation of, the Business (foregoing collectively, the “Acquired Assets”):), free and clear of any and all Encumbrances other than Permitted Encumbrances, including all of the following: (ai) The real property, Improvements thereon, easements, licenses all trade and other rights in real property described in Schedule 2.1(anotes and accounts receivable, advance payments, deposits (including customer deposits), but subject prepaid items and expenses, deferred charges, rights of offset and credits and claims for refund; (ii) all inventory of raw materials, work in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on Seller’s books of account, in each case with any transferable warranty and service rights of Seller with respect to such Acquired Assets; (iii) all personal property and interests therein, wherever located, including all vehicles, tools, parts and supplies, fuel, machinery, equipment, tooling, furniture, furnishings, appliances, fixtures, office equipment and supplies, owned and licensed computer hardware and software and related documentation (including any source code or systems documentation associated therewith), stored data, communication equipment, trade fixtures and leasehold improvements, in each case with any transferable warranty and service rights of Seller with respect to such Acquired Assets; (iv) all rights under the Permitted Liens Contracts set forth on Schedule 1.1(a)(iv) (the “Real PropertyAssumed Contracts”); (bv) The leasehold interests telephone and rights thereunder relating to real property with respect to which Seller is lessee set forth in fax numbers, including the ones identified on Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”1.1(a)(v); (cvi) The machineryall books and records, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned except as specifically provided by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”1.1(b)(v); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (iivii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and Tax Returns to the extent it does not interfere with Buyer’s rights under any Assigned Contractof, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract or to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided furthermaintained for, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such items if (A) they are included in, or to the extent related to, any Excluded Assets or Retained Liabilities or (B) any Law prohibits their transfer; (viii) any claims or causes of action of Seller (except those claims or causes of action that are specifically related to and arise in connection with the Retained Liabilities) against any third party relating to the Business or the Acquired Assets, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; (ix) all trademarks, service marks and trade names of Seller (including the trademarks and trade names “PeriShip”) and any logos, designs, symbols, trade dress or other source indicators associated therewith, any fictitious names, d/b/a’s or similar filings related thereto, or any variant of any of them, all business goodwill associated therewith and any applications therefor or registrations thereof, and any other forms of technology, intangibles, know-how, Intellectual Property or industrial property rights, including any patents, trade secrets, proprietary manufacturing processes, copyrights, rights of publicity, and any licenses, consents or other agreements relating thereto; (x) any Permits to the extent their transfer is permitted by applicable Law; (xi) all of Seller’s intangible assets related to the Business, including Seller’s goodwill related to the Business; (xii) all lists, documents, records and information, in all formats (tangible and intangible) used by Seller inand its Affiliates in connection with or otherwise related to the Business, to concerning past, present or under any prospective clients, customers, suppliers, vendors or other business relations of the Business; and (xiii) all insurance policies benefits of Seller (except those insurance benefits that are specifically related to and arise in connection with the Retained Liabilities), including rights to make claims and proceeds, arising from or any insurance proceeds therefrom; provided howeverrelating to the Business, if any such insurance proceeds relate the Acquired Assets or the Assumed Liabilities prior to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as the Closing. Without limiting the generality of the Effective foregoing, the Acquired Assets shall include all of the assets of Seller reflected on the Interim Financial Statements and all assets acquired by Seller since the Balance Sheet Date, except to the extent disposed of in the Ordinary Course of Business since the Balance Sheet Date on or prior except to Closing, Seller will transfer such proceeds to Buyer at the Closingextent specifically identified herein as an Excluded Asset.

Purchase and Sale of Acquired Assets. On At the terms Closing (as ------------------------------------- hereinafter defined), on and subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyertransfer, convey, and Buyer deliver to Purchaser, and Purchaser shall purchase, assume acquire, and acquire accept from Seller, all of the right, title, and interest of Seller in and to (i) the Business, (ii) except as set forth in Section 1.2(f) hereto the name "Message World" and any other name or names under which Seller has conducted the Business and all goodwill associated therewith, and (iii) the following assets, properties, and rights of Seller, free and clear of Liens other than Permitted Liensall liens, claims, charges, security interests, and encumbrances of any kind or nature, as the same shall exist at the Closing Date (as hereinafter defined): (a) All equipment and computer software utilized in billing the customers and the like, wherever located, reflected on the books and records of Seller (even if carried at no value) and related to the Business, and any and all assignable warranties of third parties with respect thereto (the "Equipment"); (b) All of Seller’s 's right, title and interest in that certain Lease dated November 10, 1994, between Seller and Norwest Equipment Finance related to the following propertiesMVP Voice Messaging System (the "MVP Lease"), rights together with all of Seller's right, title and assets owned by Seller constituting, or used interest in the MVP Voice Messaging System and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property all related equipment described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”);MVP Lease. (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any All of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c))contracts, orairtime purchase agreements, in the case of intangible personal property (other than Intellectual Property)leases, otherwise used primarily in the operation of warranties, commitments, agreements, arrangements and purchase and sales orders, whether oral or written, pursuant to which Seller enjoys any of the Facilities right or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use benefit in connection with the Acquired Assets Business, whether or not reflected upon the books and records of the Seller, together with the right of Seller to receive income in respect of such contracts, leases, warranties, commitments, agreements, arrangements, and purchase and sales orders on and after the ordinary course of business during Closing Date (individually, a "Contract" and collectively, the Interim Period, in each case in accordance with Section 5.5"Contracts"); (d) All Permits stock of pagers and spare or replacement parts therefore, wherever located, reflected on the books and records of Seller (including the "Inventory"), together with all pending applications for Permits or renewals thereof) relating to the ownership and operation rights of Seller against suppliers of the Facilities Inventory including, without limitation, Seller's rights under express or the Acquired Assets that, as of the Closing Date, are transferable implied warranties with respect to such Inventory and Inventory previously sold by Seller and Seller's rights to Buyer by assignment receive refunds or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)rebates in connection with its purchase of Inventory; (e) Excluding All trademarks and service marks owned or held by Seller and related to the Assigned Leases addressed in Section 2.1(b)Business; all registrations thereof and applications therefor, but both registered and unregistered, foreign and domestic; all computer software utilized for customer billing (including personal property leases documentation and related object and, if applicable, source codes) owned by or belonging to Seller and related to the Business; and all confidential or proprietary information that are either (i) owned by Seller and related to the Business, whether Seller is lessor or lessee thereunder)not reflected on the books and records of Seller, real property leases with respect or (ii) as to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Sellerhas rights as licensee, (i) those Contracts that are material to the ownership or operation constituting all of the Acquired Assets and that are set forth intellectual property of Seller used exclusively in Schedule 2.1(e) the Business (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”"Intellectual Property"); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred existing data, data bases, books, records, correspondence, business plans and projections, records of sales, customer and vendor lists, files, and papers in the possession of Seller and related to the Business; including without limitation, all manuals and printed instructions of Seller relating to the Acquired Assets (as hereinafter defined) and to the operation of the Business (the "Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein;"); EXECUTION COPY (g) All Intellectual Property that is owned by licenses, permits, certificates, and governmental authorizations of Seller and primarily used in connection with related to the operation of the FacilitiesBusiness, as set forth in Schedule 2.1(g) including pending applications therefor (the “Assigned Intellectual Property”"Permits");; and (h) Subject to Section 2.2(f)All accounts, the rights notes and other receivables of Seller reflected on the books and records of Seller and related to or arising from the use Business (the "Accounts Receivable"). All of the names of the Facilities set forth items described in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property this SECTION 1.1 to be transferred purchased by Purchaser and which are not Excluded Assets as defined in SECTION 1.2 are hereinafter collectively referred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing"Acquired Assets."

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Seller Sellers shall sell, transfer, assign, convey and transfer deliver to Buyer, and Buyer shall purchase, assume accept and acquire from SellerSellers, free and clear of any and all Liens and Claims (other than Permitted LiensEncumbrances), all of Seller’s Sellers' right, title and interest as of the Effective Time in and to the following properties, rights properties and assets owned by Seller constituting, of Sellers that are used or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller held for use in connection with the Acquired Assets in conduct of the ordinary course Business, of business during every kind, nature, character and description, tangible or intangible, personal or mixed, whether accrued, contingent or otherwise, wherever located and whether or not specifically referred to, listed or described on Section 2(a) of the Interim PeriodDisclosure Letter, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits such assets and properties acquired by Sellers or renewals thereof) relating to arising between the ownership date hereof and operation of the Facilities or the Acquired Assets that, as of the Closing Date, but excluding the Excluded Assets (collectively, the "ACQUIRED ASSETS"), including all those items in the following categories that conform to the definition of the term Acquired Assets: (i) All telecommunications and computer equipment, furniture, furnishings, automobiles, tools, parts and similar property (including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person) including those assets set forth on Section 2(a)(i) of the Disclosure Letter; (ii) all Inventories held at any location controlled by Sellers and Inventories previously purchased and in transit to Sellers at such locations; (iii) all of the contracts, agreements, and leases (including all personal property leases and real property leases) of the Sellers arising solely or primarily relating to the conduct of the Business as specified on Section 2(a)(iii) of the Disclosure Letter and such other contracts specifically disclosed in this Agreement which are transferable by Seller entered into between the date hereof and the Closing Date, which Buyer may, in its sole discretion, agree in writing to Buyer by assignment assume, pertaining to all periods from and after the Effective Time, including any right (A) to receive payment for products sold or otherwise under applicable Law services rendered after the Effective Time and that are identified as “Transferable Permits” on Schedule 3.5(b(B) or Schedule 3.11(a) to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such contracts, arrangements, licenses, leases and other agreements to the extent such violations occur following the Effective Time (collectively, the “Transferable Permits”"ASSUMED CONTRACTS"); (eiv) Excluding all Intellectual Property to the Assigned Leases addressed extent permitted by Law, and except to the extent that it is employed solely in connection with Excluded Assets, goodwill and contact telephone numbers associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringement thereto and rights to protection of interest therein under the laws of all jurisdictions, including any Intellectual Property arising after the date hereof; (v) all real estate owned by the Sellers, including all buildings, fixtures and improvements thereon as specified on Section 2.1(b2(a)(v) of the Disclosure Letter; (vi) all books, records, manuals and other materials (in any form or medium) solely or primarily relating to the Business, including advertising matter, catalogues, price lists, correspondence, mailing lists, lists of customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, [personnel records (subject to any necessary employee consents)], but manufacturing and quality control records and procedures, blueprints, research and development files, records, data books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files; (vii) to the extent their transfer is permitted by law, all Governmental Permits, including personal property leases all applications therefor; (whether Seller is lessor or lessee thereunder), real property leases viii) all manufacturer warranties and similar rights in favor of Sellers with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the any Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Asset; and (jix) All all accounts (other than Excluded Accounts), Accounts Receivable, notes and notes receivable which are payable to Sellers or their Affiliates, all guaranties and security therefor, and all goods and services giving rise thereto and the rights of Seller in pertaining to such goods and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingservices.

Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, assigntransfer, convey assign and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire from Selleron the Closing Date, free and clear of any Liens (other than Permitted Liens), all of Seller’s right, title and interest in and to the following assets, properties, contracts and rights and assets owned to the extent used or held for use by Seller constitutingSeller, or used in and necessary for but expressly excluding the operation of, the Business Excluded Assets (collectively, the “Acquired Assets”):) and no other assets: (a) The real propertythe Listed Intellectual Property and all other Intellectual Property owned or held for use by Seller or the Subsidiaries and primarily used or held for use in the ▇▇▇▇▇ Business, Improvements thereontogether with all rights to enforce such Intellectual Property with respect to past, easementspresent and future infringements and misappropriations thereof (excluding, licenses and other rights in real property described in Schedule 2.1(a)for clarity, but subject to the Permitted Liens (Excluded Assets, the “Real PropertyIntellectual Property Assets”); (b) The leasehold interests the Assigned Contracts, except for any rights to receive Seller’s Straddle Period License Payments; (c) Buyer’s pro-rated share of any Royalty Payment made by any third-party licensee under the Caleres Agreement and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens Oakhurst Agreement during a Straddle Period (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned LeasesBuyer’s Straddle Period License Payments”); (cd) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferablewithin Seller’s possession or control, all original chain of tile documents, prosecution and opposition histories, copies of all records, documents, reports, analyses, and other writings, whether in each case as in existence on hard copy or electronic, to the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) extent primarily relating to the ownership and operation foregoing (a) – (c), including legal files in the possession of the Facilities Seller’s or the Acquired Assets that, as of the Closing Date, are transferable Subsidiaries’ legal departments or maintained by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(bSeller’s attorney(s) or Schedule 3.11(a) (the “Transferable Permits”accountant(s); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder copies of all lists of commercial customers and railroad crossing licenses and side-track agreements for the benefit of Seller, licensees that (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to have been used or held for use in the ownership last five (5) years by Seller or operation of any of the Acquired Assets or otherwise Subsidiaries in connection with the Business, a copy of each Seller will provide to Buyer during Intellectual Property Assets and the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books all consumer data collected and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used maintained in connection with the operation of the Facilities▇▇▇▇▇ Business, as set forth to the extent such consumer data is assignable to Buyer pursuant to the terms of this Agreement in Schedule 2.1(gaccordance with all applicable Laws and the Seller Privacy Commitments; provided, however, that Buyer may retain a copy of such consumer data during the term of the ▇▇▇▇▇ License Agreement for use in accordance with the terms of the ▇▇▇▇▇ License Agreement; (g) (to the “extent transferable, all express and implied warranties, indemnities and guarantees to the extent primarily related to the Intellectual Property Assets or Assigned Intellectual Property”)Contracts; (h) Subject to Section 2.2(f)all proceeds, the rights of Seller to the use benefits and assets of the names of the Facilities set forth in Schedule 1;foregoing; and (i) Those Environmental Attributes set forth all claims, demands and causes of action (including all rights in Schedule 2.1(iany Proceedings) against third parties solely relating to the foregoing (a)-(i), excluding such Environmental Attributes whether arising by way of counterclaim or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingotherwise.

Purchase and Sale of Acquired Assets. On 1.1 Purchase and Sale of the Acquired Assets; Assumed Liabilities; -------------------------------------------------------------- Retained Liabilities. -------------------- (a) Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller shall sell, assignconvey, convey transfer, assign and transfer deliver to Buyerthe Buyer or, subject to Section 10.4 of this Agreement, ICL's designated Affiliates or permitted assigns, and shall cause Astaris International to sell, convey, transfer, assign and deliver to Buyer or, subject to Section 10.4 of this Agreement, ICL's designated Affiliates or permitted assigns, and the Buyer or ICL's designated Affiliates or permitted assigns shall purchasepurchase and accept from the Seller and Astaris International, assume and acquire from Sellerthe Acquired Assets, free and clear of Liens all Encumbrances (other than Permitted LiensEncumbrances), including all claims, liens, and interests of Seller’s rightSolutia and FMC or of any creditor or equity holder of Solutia or FMC, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”):respectively. (ai) The real propertyall account, Improvements thereon, easements, licenses trade and other rights in real property described in Schedule 2.1(a), but subject to payables of the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) Subsidiaries (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (dbank overdrafts) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, but only if and to the extent that the same are transferable by Seller to Buyer by assignment or otherwise under applicable Law reflected in Net Working Capital in the Conclusive Net Working Capital and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)Capex Statement; (eii) Excluding all Liabilities due to Affiliates of the Assigned Leases addressed in Section 2.1(b)Seller and the Subsidiaries as of the Closing Date, but including personal property leases only if and to the extent that the same are related to the purchase of goods or services and are reflected in Net Working Capital in the Conclusive Net Working Capital and Capex Statement; (whether Seller is lessor iii) all Liabilities in respect of Taxes payable for periods or lessee thereunder)portions thereof ending on or prior to the Closing Date, real property leases with but only if and to the extent that the same are reflected in Net Working Capital in the Conclusive Net Working Capital and Capex Statement; (iv) all Liabilities in respect of commissions for periods or portions thereof ending on or prior to which Seller is lessor thereunder the Closing Date, but only if and railroad crossing licenses to the extent that the same are reflected in Net Working Capital in the Conclusive Net Working Capital and side-track agreements for the benefit of Seller, Capex Statement; (iv) those Contracts that are material all Taxes attributable to the ownership or operation of the Acquired Assets for periods or portions thereof beginning after the Closing Date; (vi) the Buyer's share of personal property and real property Taxes prorated under Section 1.9 and the Buyer's share of any Transfer Taxes pursuant to Section 7.4(b); (vii) subject to Sections 1.1(b)(xii) and 1.1(c)(xix) hereof, all Liabilities and obligations of the Seller and the Subsidiaries in respect of Contracts or Permits that are Acquired Assets that accrue or are to be performed after the Closing Date, except that the Buyer shall not assume or agree to pay, discharge or perform any Liabilities or obligations arising out of any breach or default (including for this purpose any event which, with notice or lapse of time would constitute such a breach or default) by a Seller Person of any provision of any such Contract or Permit, including Liabilities or obligations arising out of a Seller Person's failure to perform any Contract or comply with any Permit in accordance with its terms or applicable Law on or prior to the Closing; (viii) any Liability or obligation arising under the Assumed Benefit Plans and Foreign Plans, to the extent (A) insured under a third-party contract of insurance that is transferred to the Buyer pursuant to this Agreement, (B) funded through a trust or custodial account that is fully transferred to Buyer pursuant to this Agreement, (C) reflected in Net Working Capital in the Conclusive Net Working Capital and Capex Statement, including any bonuses or similar payments to the extent reflected in Net Working Capital in the Conclusive Net Working Capital and Capex Statement that may be due upon or after consummation of the transactions contemplated by this Agreement, (D) accrued or to be performed under any Assumed Benefit Plan or Foreign Plan after the Closing Date, except that the Buyer shall not assume or agree to pay, discharge or perform any Liabilities or obligations that arise as a result of a Seller Person failing to operate or administer such Assumed Benefit Plan or Foreign Plan prior to the Closing in accordance with its terms or any applicable Law, or (E) it is a severance benefit that becomes payable to any Employee as a result of the transactions contemplated by this Agreement, but only to the extent such severance benefit becomes due as a direct result of the Buyer's failure to extend offers of employment to such Employees in accordance with Section 7.5; (ix) all accrued salary, wages, bonuses and commissions as of the Closing Date for Transferred Employees and Non-U.S. Employees, but only if and to the extent that the same are reflected in Net Working Capital in the Conclusive Net Working Capital and Capex Statement; (x) any severance benefits arising under the Employment Agreement, dated as of November 18, 2002, as amended by that certain letter agreement dated December 10, 2004, by and between Astaris and ▇▇▇▇ ▇. ▇▇▇▇▇, that becomes payable on or after the Closing Date, but only if ▇▇▇▇ ▇. ▇▇▇▇▇ commences employment with the Buyer, ICL or any of ICL's Covered Affiliates within two (2) years of the Closing Date; (xi) any Liabilities or obligations arising after the Closing Date out of (A) any customer claims that are based upon any express or implied representation, warranty, agreement or guarantee made or alleged to have been made by the Seller or a Subsidiary in connection with products or materials manufactured or processed prior to the Closing that are sold by or on behalf of the Buyer after the Closing or (B) any other customer claim for product returns in respect of any product manufactured or processed prior to the Closing that is sold by or on behalf of the Buyer after the Closing, but if and only to the extent, in each case, such Liabilities or obligations (w) are reflected in Net Working Capital in the Conclusive Net Working Capital and Capex Statement, (x) are for any individual claim or group of related claims of an amount less than two hundred thousand dollars ($200,000), (y) are for any individual claim or group of related claims of an amount equal to or greater than two hundred thousand dollars ($200,000), not to exceed three million dollars ($3,000,000) in the aggregate, or (z) result from the Buyer's failure to manage the customers and accounts of the Business after the Closing with respect to such claims, or make any settlement in respect thereof, in its good faith reasonable judgment and consistent with the past practice in the ordinary course of the Business prior to the Closing Date; and (xii) up to an aggregate amount not to exceed twelve million dollars ($12,000,000) (the "Monsanto Basket") of Additional --------------- Monsanto Supply Agreement Environmental Costs; provided that, in -------- calculating whether such Monsanto Basket has been exceeded, the amount of any Monsanto Supply Agreement Environmental Costs paid by the Seller under the Monsanto Supply Agreement prior to the Closing shall not be considered. Nothing set forth in Schedule 2.1(ethis Section 1.1(b) is intended or shall be construed to derogate any of the representations or warranties set forth in Articles II or III. (c) The Buyer, ICL and the Subsidiaries shall not assume any Liabilities, commitments or obligations (contingent or absolute and whether or not determinable as of the Closing) of any Seller Person (including the Liabilities and obligations of the Subsidiaries existing or arising prior to the Closing), except for the Assumed Liabilities as specifically and expressly provided for above, whether such Liabilities or obligations relate to payment, performance or otherwise, and all Liabilities, commitments or obligations not expressly transferred to the Buyer hereunder as Assumed Liabilities (the “Material Contracts”"Retained Liabilities") shall be retained or assumed by the -------------------- Seller, Astaris International, FMC or Solutia as provided in Section 10.10(d), who shall remain liable therefor. Without limitation to the foregoing, all of the following shall be considered Retained Liabilities and not Assumed Liabilities (except as specified below) for the purposes of this Agreement (whether or not disclosed, referred to, accrued or reserved for on the 2004 Balance Sheet, the Interim Balance Sheet or any Disclosure Schedule or Exhibit hereto): (i) other than any Assumed Liabilities under Section 1.1(b)(xi), any Liabilities or obligations arising out of, resulting from or relating to (A) any claim, regardless of when made or asserted and whether founded upon negligence, strict liability in tort or other similar legal theory, seeking compensation or recovery for or relating to injury to person or damage to property to the extent arising out of the conduct of the Business prior to the Closing, (B) the PPA Litigation, (C) any product liability or similar claim for injury to person or property, regardless of when made or asserted, which arises out of or is based upon a theory of strict liability under Section 402A of the Restatement (2nd) of Torts or any analogous or similar provision of statutory or common law or any express or implied representation, warranty, agreement or guarantee made by a Seller Person, or alleged to have been made by any Seller Person, or which is imposed or asserted to be imposed by operation of Law, to the extent arising out of any service performed or the mining, treatment, manufacture, sale or lease, as the case may be, of any product or materials by or on behalf of any Seller Person prior to the Closing, including any such claim relating to any product delivered in connection with the performance of such service and any such claim seeking recovery for consequential damages, lost revenue or income; provided that such Liability or obligation for all claims under clauses -------- (A) and (C) shall be retained by the applicable Seller Person notwithstanding any duty to warn that may arise after the Closing with respect to any product sold or service provided prior to the Closing if the defect or other underlying cause of such claim or Liability existed prior to the Closing, or (D) any customer claim for product returns in respect of any product sold or distributed prior to the Closing; (ii) other than Taxes that are Assumed Liabilities under Section 1.1(b)(iii), all Taxes of the Seller Persons for periods or portions thereof ending on or before the Closing Date, including any Taxes of any other Contracts that relate primarily Person for which any Seller Person may be liable (A) as a member of a consolidated, combined or unitary group of entities pursuant to Treas. Reg. Section 1. 1502-6 or analogous provision of state, local or foreign Tax law, (B) as a successor to such other Person by merger, liquidation or other similar transaction, and (C) as a result of any tax sharing, indemnification or similar agreement entered into by any such Seller Person at any time prior to the ownership Closing; (iii) other than Taxes that are Assumed Liabilities under Section 1.1(b)(vi), the Seller's share of personal property and real property Taxes prorated under Section 1.9 and the Seller's share of any Transfer Taxes pursuant to Section 7.4(b); (iv) any Liability (other than any Liability for Taxes) under applicable bulk transfer Laws, or operation similar statutes, Laws or regulations, including creditor related Laws, arising as a result of the transactions contemplated by this Agreement; (v) other than any Assumed Liabilities under Sections 1.1(b)(viii), (ix) or (x), any Liability or obligation with respect to employment, termination of employment, compensation, severance, retention or employee benefits of any nature owed to any employees, former employees, agents or independent contractors of any Seller Person, whether or not employed by the Buyer after the Closing, including any Liability or Obligation that (A) arises out of or relates to the employment or service provider relationship between such Seller Person and any such individuals, including any claims, liabilities or obligations that arise under any Law governing equal employment opportunity and discrimination in employment, occupational safety and health, the payment of wages and other compensation, the provision of workers' compensation benefits and the maintenance of insurance for such benefits, and/or other terms and conditions of employment, (B) arises out of or relates to any Benefit Plan that is not an Assumed Benefit Plan or (C) arises out of or relates to events or conditions occurring on or before the Closing Date, including any bonuses or similar payments that may be payable to such individuals upon consummation of the transactions contemplated by this Agreement or otherwise; (vi) any claims, Liabilities or obligations of any Seller Person arising out of or relating to the Excluded Assets, including the Excluded Contracts; (vii) the OPEB Obligations; (viii) the Excluded Master Lease Obligations; (ix) the Outstanding Guarantees; (x) any Liability or obligation for any bank or other funded debt of any Seller Person, including the loans, notes and indebtedness, obligations and liabilities of such Persons in respect of the Credit Agreement or the Solutia DIP Financing Agreement. (xi) the Retained Environmental Liabilities; (xii) any Liability or obligation of any Seller Person, arising or incurred in connection with the negotiation, preparation and execution of this Agreement and the transactions contemplated hereby, including any fees and expenses (including any fees, costs or expenses of counsel, accountants, brokers, finders and other experts); (xiii) any Liability or obligation of any Seller Person existing under this Agreement or the other Transaction Documents; (xiv) any Liability or obligation of any Seller Person (except for trade accounts payable and Liabilities due to Affiliates included within the Assumed Liabilities under Sections 1.1(b)(i) or (ii)), to any other Seller Person, including any intercompany payables or receivable credits specified in the 2004 Balance Sheet (the "Intercompany Payables"); --------------------- (xv) any Liability or obligation created by any by-law, certificate of incorporation or limited liability company agreement provision or other agreement, to the extent arising prior to the Closing in the case of the Subsidiaries, and relating to the indemnification of any Person who was an employee, officer, director, member or manager of any of the Acquired Assets Seller Persons prior to the Closing Date; (xvi) any claims, Liabilities or otherwise in connection obligations to the extent arising out of or relating to any agreement or instrument (other than this Agreement or any other Transaction Document) related to the formation of Astaris or the Subsidiaries or the disposition of any of their rights, assets or properties, including the Joint Venture Agreement, the Astaris LLC Agreement, the Solutia Asset Transfer Agreement, the FMC Asset Transfer Agreement, the Prayon Agreement and the Agrium Agreement (including any take or pay arrangements with Agrium) or any other contract relating to the formation of the Astaris joint venture or any transfer or other disposition of assets related to the Business, a copy including any liquidation or restructuring of each the Seller will provide to Buyer during after the Interim Period and each Closing; (xvii) any claims, Liabilities or obligations arising out of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and or attributable to the extent it does not interfere with Buyer’s rights spinoff of Solutia from Old Monsanto in 1997; (xviii) any Liability or obligation arising out of or under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments or relating to any Non-Assumed Undisclosed Material Contract, other than any Liability or obligation attributable to any additional Contracts entered into during breach of any such Non-Assumed Undisclosed Material Contract by the Interim Period that are material Buyer after the time the Buyer has actual knowledge of the existence of such Non-Assumed Undisclosed Material Contract; (xix) other than the Assumed Liabilities under Section 1.1(b)(xii) hereof, all Additional Monsanto Supply Agreement Environmental Costs; and (xx) any other Liability of any Seller Person whatsoever, except for the Assumed Liabilities as specifically and expressly set forth herein, including any Liability arising out of or relating to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f)Seller, the rights of Seller to Subsidiaries, the use of Acquired Assets and the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date Business on or prior to Closingthe Closing Date (including any predecessor operations and any discontinued operations), Seller will transfer such proceeds including any claims, obligations or litigation arising out of or relating to Buyer at the Closing.events or conditions

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Seller Sellers shall sell, transfer, assign, convey and transfer deliver to Buyer, and Buyer shall purchase, assume accept and acquire from Seller, free and clear of Liens other than Permitted Liens, Sellers all of Seller’s Sellers’ right, title and interest as of the Effective Time in and to the following propertiesassets relating to the Business (but excluding the Excluded Assets), rights and assets owned by Seller constitutingincluding, or used in and necessary for the operation ofbut not limited to, the Business following (collectively, the “Acquired Assets”): (ai) The real propertyall loan accounts, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a)including, but subject to the Permitted Liens not limited to, all charged off accounts (the “Real PropertyAccounts”), the Receivables Amount and all promissory notes, sales finance contracts and other instruments or agreements from which the Receivables Amount is derived, and all related documentation (including documents creating or perfecting security interests and Liens to secure the indebtedness due on the Accounts, guarantees and arbitration agreements), and all fees, charges and other sums owing on the Accounts; (ii) all Customer Contracts Books and Records, including all original loan documents, folders, credit reports and analyses, records, financial information and computer generated information, and Sellers’ complete electronic database of payment histories related to the Accounts and the Receivables Amount; (iii) all of Sellers’ rights as beneficiary under, and all other rights of Sellers in or to, all credit health, credit life, property, unemployment, and non-file insurance policies and car club memberships written in connection with the Accounts and all proceeds, refunds or benefits due thereon arising after the Effective Time and Sellers’ interest in the reserves related thereto; (iv) all of the furniture, furnishings and equipment owned by Sellers located at the Corporate Office and Branch Offices, including those identified on Schedule 2(a)(iv)(A), and all automobiles owned by Sellers used in the Business including those identified on Schedule 2(a)(iv)(B); (bv) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens Assumed Leases; (vi) the “Leased Real Property”), and Assumed Contracts (including all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”Licensed Software); (cvii) The machinery, equipment, tools, furniture, vehicles, Inventories all regulatory deposits and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities lease deposits; (if related primarily to any viii) all Intellectual Property Rights; (ix) all of the Acquired Assetsmembership interests in ABS Acquisition, LLC (“ABS”) held by ▇▇▇▇▇▇▇ Group and its Affiliates, (A) including without limitation the items prepayment to ABS (which was reflected on the Balance Sheet as a receivable in the amount of personal property described on Schedule 2.1(c)approximately $34,500), or(B) ▇▇▇▇▇▇▇ Group’s interest, if any, in the case of intangible personal property Allied Business Systems Customer Agreement, dated August 24, 2005, between Allied Business Systems LLC and Southern Management Corp. and (other than Intellectual Property)C) ▇▇▇▇▇▇▇ Group’s interest, otherwise used primarily if any, in the operation of any of the Facilities or the other Acquired AssetsComputer Software Maintenance Agreement, including any Prepayments dated August 24, 2005, between Allied Business Systems LLC and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Southern Management Corp.; and (jx) All rights of Seller in and subject to any claimsSection 8(o), causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingall Sellers’ prepaid expenses.

Purchase and Sale of Acquired Assets. On Subject to and upon the terms and subject to the conditions set forth in this Agreement, at on the Closing, Closing Date the Seller shall Parties agree to sell, assigntransfer, convey convey, assign and transfer deliver to Buyer, and the Buyer shall purchase, assume and acquire from SellerSubsidiary, free and clear of Liens all Liens, other than Permitted Liens, and the Buyer Subsidiary hereby agrees to purchase and accept from the Seller Parties, the LLC Interests and all of the Seller’s 's right, title and interest in and to all the following assets, properties, rights and assets interests, of every kind and nature, whether real or personal, tangible or intangible, and wherever located and by whomever possessed, owned by the Seller constitutingas of the Closing, or used in and necessary for including without limiting the operation ofgenerality of the foregoing, the Business (collectively, the “Acquired Assets”):following: (a) The real property, Improvements thereon, easements, licenses all cash and other rights in real property described in Schedule 2.1(a), but subject to cash equivalents and all accounts and notes receivable (whether current or noncurrent) as of the Permitted Liens (the “Real Property”)Closing Date; (b) The leasehold interests all prepayments, prepaid expenses, deferred charges, advance payments, utility, security and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to other security deposits as of the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)Closing Date; (c) The machineryall raw materials, equipmentworks-in-process, tools, furniture, vehicles, Inventories inventory and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any materials of the Acquired Assets) Seller wherever located (including without limitation the items of personal property described on Schedule 2.1(c))and, or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferableapplicable, all inventory in each case as in existence transit or on order and not yet delivered), and all rights with respect to the Effective Dateprocessing and completion of any works-in-process of the Seller, but excluding such items disposed of including the right to collect and receive charges for services performed by the Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5respect thereto; (d) All Permits all supplies, property, plant, equipment, furniture, fixtures, machinery, fittings, automobiles, trucks, and other motor vehicles, tools, spare parts, leasehold improvements and other tangible property, whether owned or leased (including all pending applications for Permits including, without limitation, items which have been fully depreciated or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”expensed); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation all other current assets of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5Seller; (f) All Transferred Books all of the Seller's right, title and Recordsinterest in and to its contracts, subject leases, licenses, agreements, permits, supply and distribution arrangements, endorsement agreements, agreements with media, sales and purchase agreements and orders, consignment arrangements, warranties, consents, orders, registrations, privileges, franchises, memberships, certificates, approvals or other similar rights, and all other agreements, arrangements and understandings, whether or not documented in writing, including, without limitation, all rights under each of the Contracts listed or required to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinbe listed on Schedule 4.10(a); (g) All Intellectual Property that is owned by the right to receive all mail and other communications addressed to the Seller (including, without limitation, mail and primarily used in connection with the operation of the Facilitiescommunications from customers, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”suppliers and agents); (h) Subject to Section 2.2(f), the rights of Seller to the use all intangible assets and Intellectual Property of the names Seller, and all continuations, renewals and extensions, and all income and royalties for any of the Facilities set forth in Schedule 1Intellectual Property, and all damages, payments and rights to sue for or relating to past, present or future infringements thereof, ▇▇▇ all other general intangibles; (i) Those Environmental Attributes set forth in Schedule 2.1(i)all lists and records pertaining to the Seller's customers, excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period suppliers, distributors, media buyers, inventors, endorsers, vendors and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; andrelated databases; (j) All rights the Business (but no part of the business of the Parent or LBISAT) as a going concern and all goodwill with respect thereto and the Seller's Permits and other authorizations of governmental authorities (to the extent such Permits and other authorizations of governmental authorities are transferable) and third parties, world wide web addresses, URLs, email addresses, domain names, websites, licenses, telephone numbers, property addresses, listings pertaining to the Seller in all telephone books and to any other directories and other communications media, customer lists, vendor lists, referral lists and contracts, advertising materials and data, restrictive covenants, choses in action, claims, refunds, causes of action, rights of recoveryrecover, rights of set-offoff and similar obligations owing to the Seller from their present and former members, officers, employees, agents and others, together with all books, databases, operating data and records (including financial, accounting and credit records), files, papers, records and other data of the Seller; (k) all rights of refund the Seller as lessee under the real property leases listed on Schedule 4.15; (l) all initiatives and similar rights against a Third Party relating planned projects (the "Initiatives") that have been, are being or will be developed by the Seller or the Parent in relation to any Assumed Liabilitythe Business (provided that Shared Initiatives (as defined below) shall be treated as set forth in the last paragraph of this Section 2.1); (m) subject to approval of the FCC, but excluding any such the FCC Licensed Assets and the licenses granted by the FCC associated with the FCC Licensed Assets; and (n) all other property and rights of every kind or nature, other than the Excluded Assets, that are owned or leased by the Subject Companies, or that are owned by the Parent and are used by the Subject Companies. It is specifically understood and agreed by the parties hereto that the Buyer Subsidiary is acquiring, and the Seller inis transferring, to all of the tangible and intangible assets that are owned or under any insurance policies of leased by the Seller or any insurance proceeds therefrom; provided howeverthat are owned by the Parent and are used by the Seller, if any such insurance proceeds relate to equipment or other tangible property except the Excluded Assets. The aforesaid assets and properties to be transferred to the Buyer Subsidiary hereunder are hereinafter collectively referred to as the "Acquired Assets." Notwithstanding the foregoing, the following assets (the "Excluded Assets") are expressly excluded from the transfer and such equipment or tangible property is acquisition contemplated hereby and, as such, are not repaired or otherwise restored to its condition as included in the Acquired Assets purchased hereunder: (1) the minute books, charter documents and by-laws of the Effective Date Seller; (2) the assets specifically identified on the Excluded Assets Schedule attached hereto as Schedule 2.1; (3) all tax records and all rights to refunds relating to federal, state, or local income taxes of the Seller attributable to taxable periods ending on or prior before the Closing Date; (4) all monies and other consideration to be received by the Seller from the Buyer Subsidiary and all other rights of the Seller under this Agreement; (5) the assets of LBISAT, (6) all rights related to Excluded Liabilities, and (7) all rights of Seller Parties under this Agreement. The parties hereto acknowledge that certain Initiatives (such Initiatives, the "Shared Initiatives") constitute both: (i) an Initiative that relates to the Business and (ii) an Initiative that relates to the business of the Parent and LBISAT. Notwithstanding anything to the contrary contained herein, but subject to the covenant not to compete and the covenant not to solicit provided in Section 6.7, following the Closing, Seller will transfer such proceeds (x) the Buyer Parties shall have the right to develop, pursue or implement the Shared Initiatives in the conduct of the Business and/or business of the Buyer at Parties and (y) the ClosingParent and LBISAT shall have the right to develop, pursue or implement the Shared Initiatives in the conduct of the business of the Parent or LBISAT. Except to the extent that a party's use or other exploitation of the Shared Initiatives violates the provisions of Section 6.7, none of the parties hereto shall have any duty to account to the other parties with regards to their use or other exploitation of the Shared Initiatives.

Purchase and Sale of Acquired Assets. On the terms and subject Subject to the conditions set forth in this Agreement, at the ClosingSection 2.2, Seller shall hereby agrees to sell, assign, convey transfer and transfer assign the following assets and properties and deliver to Buyer, and Buyer shall purchase, assume and acquire from Selleron the Closing Date, free and clear of Liens other than Permitted Liensany Encumbrance, all of Seller’s right, title and interest as of the Closing Date in and to the following properties, contracts and rights and assets owned by Seller constituting, to the extent used or used held for use primarily in and necessary for the operation of, connection with the Business as set forth below (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”)Acquired Inventory; (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)Acquired Purchase Orders; (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Assumed Purchase Contracts; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)Assumed Contracts; (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5Intellectual Property; (f) All Transferred Books the Patterns and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinSamples; (g) All Intellectual Property that is owned to the extent assignable or transferable, all guarantees and warranties, of or made by suppliers of the Business, in favor of Seller and primarily used in connection with the operation benefit of any claims against such suppliers (including, without limitation, any claim for breach of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”suppliers’ guarantees and warranties); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1Books and Records; (i) Those Environmental Attributes set forth all brochures, marketing and sales literature, advertising catalogues, photographs, display materials, media materials, packaging materials and other similar items which have been produced by or for Seller related to the Acquired Assets; (j) all goodwill and going concern value and other intangible assets, if any, of the Business related to the Acquired Assets; (k) to the extent assignable or transferable, all certifications, franchises, approvals, permits, licenses, orders, registrations, certificates, variances and other similar permits or rights, if any, obtained from any Governmental Entity or professional or trade organization to the extent such permits or rights are used in Schedule 2.1(ioperating the Business and are related to the Acquired Assets and all pending applications therefor; (l) to the extent assignable, all of Seller’s vendor identification numbers, and company prefixes issued by the Uniform Code Council, Inc., or GSI-US and any analogous foreign entity regarding international product codes (e.g., the EAN and JAN), excluding exclusively related to the Business and any bar codes containing any such Environmental Attributes prefixes that identify Seller or portions thereof disposed of by Seller in any Acquired Inventory and are exclusively related to the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Business; and (jm) All rights of Seller in and to any all claims, causes of action, counterclaims, defenses or rights of recovery, rights of to set-off, rights of refund and similar rights off against a Third Party third parties relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to the Acquired Assets described in clauses (b)-(e) above for which Buyer and such equipment or tangible property is not repaired entitled to, or otherwise restored to its condition as of the Effective Date on or prior to Closingfor which it is never asserting a claim for, Seller will transfer such proceeds to Buyer at the Closingindemnification under Article VIII.

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall agrees to sell, assign, transfer, convey and transfer deliver to BuyerPurchaser (except the Shares which are being sold, assigned, transferred, conveyed and Buyer shall purchase, assume and acquire from Sellerdelivered to Holding), free and clear of Liens other than Permitted Liensall Encumbrances whatsoever (except as expressly provided herein), and Purchaser agrees to purchase and accept from Seller, on the Closing Date, all of Seller’s the right, title and interest in of Seller, as of the close of business on the day immediately preceding the Closing Date, in, to and to under all of the assets and Business comprising the Division including, without limitation, the following properties, rights and assets owned by Seller constituting, or used in and necessary for (collectively the operation of, the Business (collectively, the “"Acquired Assets”"): (ai) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”)Inventories; (bii) The leasehold interests the Tangible Personal Property; (iii) the Intangible Personal Property; (iv) the Shares and rights thereunder relating to real property with respect to which Seller is lessee set forth all other shares of capital stock or equity interests, if any, in Schedule 2.1(b), but subject to the Permitted Liens Division Subsidiary; (v) the “Owned Real Property and Seller's interest in the Leased Real Property”), ; (vi) the Division Books and Records; (vii) all leases set forth in Schedule 2.1(b) prepaid expenses of the Division and security deposits with respect to the Leased Real Property (the “Assigned Leases”)Leases or any other Acquired Assets; (cviii) The machinerythe Receivables; (ix) the GTI-Ireland Receivables; (x) causes of action, equipmentlawsuits, toolsjudgments, furniture, vehicles, Inventories claims and other tangible and intangible personal property owned demands of any nature available to or being pursued by Seller and located at or in transit with respect to the Facilities (if related primarily to Division or ownership, use, function or value of any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (dxi) All Permits (including all pending applications for Permits or renewals thereof) relating cash held by GTI-Ireland in an amount at least equal to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5$250,000; and (jxii) All rights of Seller in and to any claimsthe extent not described above, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or all other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of assets comprising the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingDivision.

Purchase and Sale of Acquired Assets. On At the Closing and on the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller TDK shall sell, assignand shall cause the other Selling Entities to sell, convey to Imation and transfer to Buyerthe other Acquiring Entities, and Buyer Imation shall purchase, assume and acquire shall cause the other Acquiring Entities to purchase, from Seller, free TDK and clear of Liens the other than Permitted LiensSelling Entities, all of Seller’s right, title and interest of the Selling Entities in and to: (a) the issued and outstanding equity interests of each of the Acquired Entities (the “Acquired Shares”); and (b) either directly or through the transfer of the Acquired Shares, all of the following assets primarily related to or primarily used in the Business, to the following propertiesextent of the Relevant Entities’ interests therein (such assets, rights and assets owned by Seller constituting, or used in and necessary for together with the operation of, the Business (collectivelyAcquired Shares, the “Acquired Assets”): (ai) The real propertythe warehouse and repackaging facility owned by TDK Electronics Corporation located at Anaheim, Improvements thereonCalifornia, easementsincluding all buildings, licenses structures, improvements and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens fixtures appertaining thereto (the “Real PropertyAnaheim Facility”); (bii) The leasehold interests and rights thereunder relating to in all of the real property with respect leased or occupied by any of the Relevant Entities pursuant to which Seller is lessee a lease, as set forth in on Schedule 2.1(b)2.8, but subject together with any of the Relevant Entities’ rights to the Permitted Liens (the “Leased Real Property”), improvements and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)fixtures thereon; (ciii) The all personal property, including machinery, equipment, tools, furniture, vehiclesoffice equipment, Inventories computer hardware, supplies, materials, and vehicles and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible tangible personal property (other than Intellectual Property), otherwise used primarily in the operation of Inventories) owned or leased by any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) Relevant Entities (the “Transferable PermitsTangible Personal Property”); (eiv) Excluding any express or implied warranty by the Assigned Leases addressed in Section 2.1(b)manufacturers, but including personal property leases (whether Seller is lessor sellers or lessee thereunder)lessors of any item of Tangible Personal Property or component part thereof, real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and siderights of return, rebate rights or over-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation payment recovery rights of any of the Relevant Entities relating to these items, to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10; (v) all accounts and notes receivable, factored receivables, checks, negotiable instruments and chattel papers from customers of any of the Relevant Entities or earned in respect of Subject Products or Ancillary Products shipped or provided by any of the Relevant Entities; (vi) all inventories, wherever located, of Subject Products and Ancillary Products, including all finished goods, work in process, spare parts, packaging, and other materials and supplies not including any ordered items not yet accounted for as inventory on TDK’s financial statements (the “Inventories”); (vii) any express or implied warranty by the manufacturers or sellers of any item of the Inventories, as well as rights of return, rebate rights, over-payment recovery rights and other similar rights of any of the Relevant Entities with respect thereto, to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10; (viii) all rights of any of the Relevant Entities with respect to deposits, prepaid expenses, claims for refunds and rights to offset, other than any such rights arising out of the prior payment of Taxes, and any interest payable to any of the Relevant Entities with respect thereto; (ix) all Contracts of any of the Relevant Entities or of which any of the Relevant Entities is a third party beneficiary, including all warranty rights of any of the Relevant Entities relating to any Subject Products or Ancillary Products sold or shipped by any of the Relevant Entities prior to Closing, including, for the avoidance of doubt, the Contract entitled Joint Venture Agreement, dated March 27, 1979, by and between TDK Electronics Co., Ltd., and Toyoda Tsusho Kaisha, Ltd., Convoy International Pty. Limited, and M▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Goldfinch (the “Acquired Assets Contracts”); (x) all Governmental Authorizations (including the Governmental Authorizations listed on Schedule 2.16(b)) held by any of the Relevant Entities and primarily related to the Business and all pending applications of any of the Relevant Entities for or otherwise renewals of any such Governmental Authorizations, in connection with each case to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10; (xi) all written materials, data and records primarily related to or primarily used in the Business, a copy of each Seller will provide including (1) client, customer, prospect, supplier, dealer and distributor lists and records, (2) information regarding referral sources, (3) product catalogs and brochures, (4) sales and marketing, advertising and promotional materials, (5) marketing research and reports, (6) equipment logs, (7) service, warranty and claim records, (8) records relating to Buyer during the Interim Period Inventories, (9) maintenance records and each of which will be subject other documents relating to Buyer’s agreement to assume in accordance with Section 5.6(athe real property and the Tangible Personal Property, (10) purchase orders and invoices, (11) sales orders and sales order log books, (12) material safety data sheets, (13) price lists, (14) quotations and bids, (15) operating guides and manuals, (16) correspondence, and (17) books, records, journals and ledgers; (xii) all Owned Intellectual Property Rights, including all such items listed on Schedule 2.12 (a) (i), together with all rights of any of the “Other Assigned Contracts” andRelevant Entities to institute or maintain any action to protect the same and recover damages for any infringement thereof; (xiii) all Licensed-In Intellectual Property Rights for the use of Software (other than Software that is incorporated in any Licensed Products) used by any of the Relevant Entities in the conduct of the Business as of the Closing, including all such items listed on Schedule 2.12(a)(iii), in each case to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.11; (xiv) all Licensed-In Intellectual Property Rights embodied in Software that is incorporated in any Licensed Products that are marketed or distributed by the Relevant Entities as of Closing, including all such items listed on Schedule 2.12(a)(iii), together with all rights of any of the Relevant Entities to institute or maintain any action to protect the same and recover damages for any infringement thereof; (xv) all Licensed-In Intellectual Property Rights other than those relating to Software, including all such items listed on Schedule 2.12(a)(ii), together with all rights of any of the Relevant Entities to institute or maintain any action to protect the same and recover damages for any infringement thereof (such Intellectual Property Rights, together with the Material ContractsIntellectual Property Rights described in Sections 1.1(b)(xii), 1.1(b)(xiii), and 1.1(b)(xiv), the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (hxvi) Subject to Section 2.2(f)(i) the going concern value of the Business, (ii) goodwill associated with the rights of Seller Business, except to the use extent embodied in any trademark, and (iii) directory and other listings, facsimile names, telephone and facsimile numbers and addresses of the names Business, and any rights that any of the Facilities set forth in Schedule 1Relevant Entities may have to institute or maintain any action to protect the same and recover damages for any misappropriation or misuse thereof; (ixvii) Those Environmental Attributes set forth all insurance proceeds received or receivable from insurance policies providing coverage for the Acquired Assets or the Acquired Entities in Schedule 2.1(i), excluding such Environmental Attributes connection with the damage or portions thereof disposed complete destruction of by Seller any of the Acquired Assets after the date hereof and prior to the Closing that would have been included in the ordinary course of business during Acquired Assets but for such damage or complete destruction (xviii) all the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5issued patents listed on Schedule 1.1(b)(xviii); and (jxix) All rights of Seller in and to any all rights, claims, causes of choses-in-action, rights-in-action, rights to tender, and other similar claims of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on Relevant Entities primarily related to the Business or prior to Closingthe Acquired Assets, Seller will transfer such proceeds to Buyer at the Closingwhether c▇▇▇▇▇ or inchoate, known or unknown, contingent or otherwise.

Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) ): The real property, Improvements thereon, easements, licenses and other (a) rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) ; The leasehold interests and rights thereunder relating to real property with (b) respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) ; The machinery, equipment, tools, furniture, vehicles, Inventories and other (c) tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) ; All Permits (including all pending applications for Permits or renewals (d) thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) ; Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 25 of 159 000162 EXECUTION VERSION Excluding the Assigned Leases addressed in Section 2.1(b), but including (e) personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) ; All Transferred Books and Records, subject to the right of Seller to retain (f) copies for its use to the extent and subject to the conditions set forth herein; (g) ; All Intellectual Property that is owned by Seller and primarily used in (g) connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) ; Subject to Section 2.2(f), the rights of Seller to the use of the names of the (h) Facilities set forth in Schedule 1; (i) ; Those Environmental Attributes set forth in Schedule 2.1(i), excluding (i) such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) and All rights of Seller in and to any claims, causes of action, rights of (j) recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On Subject to the terms and subject to the conditions set forth in this Agreementhereof, at the Closing, Seller the Company shall sell, assignconvey, convey transfer, assign and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire purchase from Seller, free and clear of Liens other than Permitted Liensthe Company, all of Sellerthe Company’s right, title and interest in and to all the following propertiesCompany’s property and assets, rights real, personal or mixed, tangible and intangible, of every kind and description, wherever located and whether or not any of such assets owned by Seller constitutinghave any value for accounting purposes or are carried or reflected on or specifically referred to in either the Company’s books of account or financial statements, or used in and necessary for excluding only the operation of, the Business Excluded Assets (collectively, as defined below) (the “Acquired Assets”):), free and clear of any and all Encumbrances other than Permitted Encumbrances, including all of the following: (ai) The real property, Improvements thereon, easements, licenses all of the Company’s trade and other rights in real property described in Schedule 2.1(anotes and accounts receivable, advance payments, deposits (including deposits on inventory), but subject prepaid items and expenses, deferred charges, rights of offset and credits and claims for refund (other than Tax refunds to the Permitted Liens (extent not reflected as current assets in the “Real Property”calculation of Final Working Capital); (bii) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation Company’s inventory of raw materials, work in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on the items Company’s books of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferableaccount, in each case as with any transferable warranty and service rights of the Company with respect to such Acquired Assets; (iii) all of the Company’s vehicles, parts and supplies, and all other items of machinery and equipment, wherever located, in existence each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets; (iv) all of the Company’s furniture, fixtures, office equipment and supplies, computer hardware and software, stored data, communication equipment, trade fixtures and leasehold improvements, wherever located, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets; (v) all of the Company’s rights under contracts, agreements and purchase and sale orders, including all of the Company’s rights under any of its customer contracts and any contract renewal rights; (vi) all of the Company’s rights under leases for real or personal property other than the Affiliate Lease; (vii) all of the Company’s books, records, manuals, documents, books of account, correspondence, sales and credit reports, customer lists, literature, brochures, advertising or promotional material and the like; provided that the Company shall retain Tax Returns and shall provide copies of Tax Returns to Buyer; (viii) all of the Company’s claims, choses in action, causes of action and judgments; (ix) all of the Company’s goodwill and rights in and to the name “Petro Steel International, L.P.” and “Petro Steel International, LLC” and in any other tradename, trademark, domain names, logo, design, slogan, tag line, fictitious name or service ▇▇▇▇, or any variant of any of them, and any applications therefor or registrations thereof, and all any other forms of intellectual property or industrial property rights, including, any patents, copyrights, trade secrets or proprietary manufacturing processes, and any licenses, consents and other agreements relating thereto; (x) any Permits issued to the Company to the extent their transfer is permitted by applicable Law; and (xi) all insurance policies and benefits of the Company arising from or related to the Acquired Assets or Assumed Liabilities, including insurance rights and proceeds and including the Company’s accounts receivable credit insurance policy, rights and proceeds. Without limiting the generality of the foregoing, the Acquired Assets shall include all of the assets of the Company on the Effective DateBalance Sheet (as defined in Section 3.6 hereof) and all assets acquired by the Company since the Balance Sheet Date (as defined in Section 3.6 hereof), but excluding such items except to the extent disposed of by Seller in the ordinary course of business during since the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits Balance Sheet Date or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and except to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, specifically identified herein as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingan Excluded Asset.

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, convey transfer and transfer deliver to Buyer, and Buyer shall purchase, assume purchase and acquire from Seller, free and clear of Liens any Encumbrances other than Permitted LiensEncumbrances, all of Seller’s right, title, and interest in and to the Real Property and the Facility and all other tangible and intangible assets owned, leased or licensed by Seller used or useful to continuously and, in an uninterrupted fashion, operate the Facility and provide the MSW Services (collectively, the “Acquired Assets”), including but not limited to the following assets (but excluding the Excluded Assets as set forth in Section 2.02 below): (a) the Real Estate (and other Real Property, to the extent so conveyable) by special warranty deed; (b) the Facility including all buildings, structures (surface and subsurface), utilities and improvements located on, over or under the Real Estate, excluding the Dauphin County Recycling Center, but including (i) the Mass Burn Facility; (ii) the Electrical Plant; (iii) all other parts of the Facility; (iv) the DPW Facility, (v) the Ashfill (including but not limited to cells A1, B1, B2 and B3), (vi) the Dewatering and Drying Building and (vii) certain other associated site improvements related to the foregoing, including the MSW pits located on the Real Estate and serving the Facility, and the EWRS (such items (i) through (vii), collectively, the “Improvements”); (c) to the extent not included as part of the foregoing, Seller’s right, title and interest in all easements, appurtenances and other real property utilized or necessary for providing the MSW Services including, but not limited to, the operation of the Facility (including the roadways, access ways and other means of ingress and egress to and from the Facility); (d) Seller’s right, title and interest in the DCRC Ground Lease, and Seller’s rights, if any, to the following properties, rights and assets owned Dauphin County Recycling Center; (e) the Contracts listed on Schedule 2.01(e) relating to MSW activities by Seller constituting, or used in and necessary for the operation of, the Business private haulers (collectively, the “Acquired AssetsThird Party Hauler Agreements”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject ; relating to the Permitted Liens operation and management of the Facility (collectively, the “Real PropertyO&M Agreements”); or otherwise relating to the MSW Services including those Contracts entered into during the period between the date of this Agreement and the Closing Date that the Parties mutually agree in writing will be assumed by Buyer, (collectively, the “Assigned Contracts”); (bf) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories fixtures and tooling and other tangible and intangible personal property owned by Seller and located at primarily used or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller held for use in connection with the Acquired Assets in Facility or the ordinary course of business during MSW Services listed including those listed on Schedule 2.01(f) and located on the Interim PeriodReal Property, in each case in accordance with Section 5.5whether or not affixed thereto; (dg) All Permits (including all pending applications the spare parts, tools and consumable inventories of fuels, supplies, materials and spares primarily used or held for Permits or renewals thereof) relating to use in connection with the ownership and operation of the Facilities Facility or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” MSW Services including those listed on Schedule 3.5(b2.01(g) and located on the Real Property, whether or not affixed thereto; (h) the motor vehicles and rolling stock used or held for use in connection with the Facility or the MSW Services listed on Schedule 3.11(a) (the “Transferable Permits”2.01(h); (ei) Excluding that portion of the Assigned Leases addressed in Section 2.1(bSteam Lines located within the boundaries of the Real Estate; (j) the Governmental Permits listed on Schedule 2.01(j), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation extent such Governmental Permits are transferable under Law; (k) the balance of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily any Closure Funds immediately prior to the ownership or operation Closing, provided that the transfer of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will Closure Funds shall be subject to Buyer’s agreement to assume purchase all Ashfill cells located on the Real Estate and included in accordance the Real Property without any further financial commitment from Seller or liability of any kind or nature, and with Section 5.6(aa return to Seller at Closing of any Unused Closure Funds; (l) cash from Seller’s bond indenture accounts (“Bond Indenture Funds”) in an amount equal to the “Other Assigned Contracts” andlesser of (i) Eight Million Dollars ($8,000,000) or (ii) the remaining balance of such accounts; (m) all assignable warranties, together with the Material Contracts, the “Assigned Contracts”); provided that subject to indemnities and guarantees given by third parties to the extent it does not interfere with Buyer’s rights under any Assigned Contractrelating to the Acquired Assets; (n) all of the following, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights in the possession of Seller: surveys, blue prints, drawings, plans and interests provide for indemnity specifications (including structural, HVAC and exculpation rights for premechanical plans and specifications), operation and maintenance manuals, as-Closing occurrences for which Seller remains liable under this Agreement; built drawings, operating data, maintenance records, maps, equipment drawings, warranty information and provided further, that Seller shall, during the Interim Period, amend such Schedule other documentation relating to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject ; and all soil tests and environmental assessments or reports relating to the applicable covenants in Section 5.5; (f) All Transferred Books Real Property; and Records, subject to the right of Seller to retain copies for its use to the extent such other existing books and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller records and primarily documents used in connection with the performance and operation of the FacilitiesFacility or the MSW Services (all of the foregoing, as set forth in Schedule 2.1(g) (the “Assigned Intellectual PropertyBooks and Records”); (hi) Subject the software developed or licensed by Seller relating to Section 2.2(fthe operation and management of the Facility and the MSW Services as described on Schedule 2.01(o); (ii) to the extent assignable, all patent or other intellectual property rights required to use the technology and processes in the Facility, including the Mass Burn Facility, (iii) any ▇▇▇▇▇▇ patents (consisting of Patent Nos. 6,665,304; 5,044,288; and 4,955,296) and (iv) other proprietary or trade secret information disclosed on Schedule 2.01(o), the rights of Seller to the use of extent Seller has rights to the names of same (collectively, the Facilities set forth in Schedule 1“Acquired IP”); (ip) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes the right or portions thereof disposed interest of by Seller in any and all pending or approved applications for state or federal grants relating to the ordinary course Facility and the MSW Services, including that certain Eight Million Dollar ($8,000,000) Redevelopment Assistance Capital Program grant from the Commonwealth of business during Pennsylvania Department of Community and Economic Development (the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5“RACP Grant”); and (jq) All rights of Seller all MSW contained in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date Facility pit on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingClosing Date.

Purchase and Sale of Acquired Assets. On The Seller shall cause the terms sale and subject transfer to the conditions set forth in this AgreementBuyer, and the Buyer shall purchase, at the Closing, Seller shall sell, assign, convey subject to and transfer to Buyer, upon the terms and Buyer shall purchase, assume and acquire from Sellerconditions contained herein, free and clear of any Liens other than (except Permitted LiensEncumbrances), all of Seller’s the right, title and interest that the Seller possesses, in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real propertyall fixed assets, Improvements thereonincluding vehicles, easementsmachinery, licenses equipment and furniture and other rights personal property owned or used by the Seller in real property described in the operation of the Business, including, but not limited to, those fixed assets reflected on Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests all notes and rights thereunder accounts receivable (billed and unbilled, all net of allowances for bad debts) of the Seller relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (Business or arising from the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)Seller’s operations; (c) The machineryall inventory, equipmentincluding all materials and supplies, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by of the Seller and located at or in transit relating to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in Business or resulting from the operation of any the Business; (d) the prepaid expenses of the Facilities Seller; (e) all of the Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of the Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of the Seller; (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and Tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property of the Seller relating to the Business, including, without limitation, all proprietary and/or branded products of the Seller (including all documentation, formulae or other Acquired Assetsmaterials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of the Seller’s right, title and interest in and to the names “Zero2Ten” and “Adopt2Win,” or any other names which are derivative thereof or similar thereto, and all trade names or trade expressions utilized by the Seller in the course of the operation of the Business; (i) all of the Seller’s right, title and interest in and to the website ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇, including any Prepayments and all applicable warranties computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property of manufacturers the Seller relating thereto or vendors used in connection with the Business; (j) all of the Seller’s right, title and interest in and to all telephone numbers used by the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business the Business and any and all right, title and interest of the Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by the Seller in the course of the Business, all as set out in Schedule 2.1(j); (k) all of the Seller’s rights under the Contracts to which the Seller is a party and which are in effect on the Closing Date, including, but not limited to, all Contracts entered into by the Seller during the Interim Period (if any), unless the Buyer has notified the Seller that it elects not to acquire or assume any Contracts and including such additional items as may Contracts are listed on Schedule 2.2(e) (in which event such Contracts which the Buyer has elected to exclude shall not be acquired transferred to the Buyer and shall be retained by the Seller), in each instance provided that any consent required in connection with the transfer of each such Contract to the Buyer is obtained prior to the Closing Date; (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to the Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating to the operation of the Business, to the extent transferable; (n) all of the Seller’s catalogs, manuals, marketing materials and advertisements and promotional materials; (o) all other properties and assets of the Seller of every nature, kind and description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Acquired Assets in Business, as the ordinary course of business during same may exist on the Interim Period, in each case in accordance with Section 5.5Closing Date except only for the Excluded Assets; (dp) All Permits all of the Seller’s right, title and interest in and to the equity securities of the Subsidiary and all minute books, organizational documents and share records of the Subsidiary; and (including q) all pending applications for Permits or renewals thereof) goodwill of the Seller relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall Sellers agree to sell, assign, convey and transfer to Buyer, and Buyer shall purchaseagrees to purchase from the Sellers, assume and acquire from Seller, free and clear of Liens other than Permitted Liensat the Closing, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business listed below (collectively, the “"Acquired Assets”):") free and clear of any Indebtedness, Liens and obligations other than the Assumed Liabilities, all as contemplated by Section 363 of the Bankruptcy Code, including, without limitation: (a) The real propertyall inventory of the Business, Improvements thereonwherever located, easementsincluding samples, licenses finished goods, prepaid inventory and other rights any finished goods in real property described in Schedule 2.1(a)transit as of the Closing Date, but subject including any inventory owned by ▇▇▇▇▇▇ related to the Permitted Liens Business which is listed on Schedule 1.5 (the “Real Property”"Inventory"); (b) The leasehold interests all of the Sellers' rights, title and rights thereunder relating interest, if any, in and to real property with respect to which Seller is lessee set forth in Schedule 2.1(bthe trademarks RoseOx(R), but subject to Rossential(TM) and Rossential Plus(TM) and all trade names, corporate names, logos, URLs and other network and email identifiers, trade dress, trademarks and service marks, brand names and all registrations and applications therefore associated with the Permitted Liens names "BI Nutraceuticals," "Botanicals International," and "Botanicals International Extracts," together with all goodwill symbolized thereby (the “Leased Real "Seller Intellectual Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”"); (c) The machineryall billed and unbilled accounts receivable, equipment, tools, furniture, vehicles, Inventories notes receivable and other tangible and intangible personal property owned by Seller and located at or in transit rights to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c))payment, orexcept insurance proceeds, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets Business existing as of the Closing, including, without limitation, any payments received with respect thereto after the Closing Date, unpaid interest accrued on any such accounts receivable and any security or collateral relating thereto, and any unbilled receivable for work in progress, except any and all accounts receivable, intercompany debt or other liabilities owed to BIE by ▇▇▇▇▇▇ or any of ▇▇▇▇▇▇'▇ Subsidiaries, and any billed and unbilled accounts receivable related to the ordinary course sale of business during ▇▇▇▇▇▇▇▇ product by ▇▇▇▇▇▇ (the Interim Period, in each case in accordance with Section 5.5"Accounts Receivable"); (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation rights of the Facilities or Sellers under the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” Assigned Purchase Orders listed on Schedule 3.5(b2.5(a) or Schedule 3.11(a) (the “Transferable Permits”)to this Agreement; (e) Excluding the Assigned Leases addressed in Section 2.1(ball lists (including, without limitation, customer and supplier lists), but including personal property leases (whether Seller is lessor or lessee thereunder)files, real property leases with respect to which Seller is lessor thereunder documents, books and railroad crossing licenses records, manuals, cost and side-track agreements for the benefit of Sellerpricing information, (i) those Contracts that are material and plans and specifications related to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books all catalogues, brochures, sales literature, promotional material and Records, subject other selling material relating to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinBusiness; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation all of the FacilitiesSellers' rights, as set forth claims, defenses, or causes of action against third parties in Schedule 2.1(g) respect of the Acquired Assets (including, without limitation, the “Assigned Inventory, Accounts Receivable and the Seller Intellectual Property”)) arising out of transactions prior to the Closing, except all claims and causes of action of the Sellers against third parties under sections 544 through 550 of the Bankruptcy Code, inclusive, and against the account debtor parties to any Returned Accounts Receivable related to collecting such Returned Accounts Receivable; (h) Subject to Section 2.2(f), the rights of Seller to the use extent transferable, all Licenses and Permits relating to the conduct of the names of the Facilities set forth in Schedule 1Business; (i) Those Environmental Attributes set forth in Schedule 2.1(i)all goodwill (including, excluding such Environmental Attributes or portions thereof disposed of by Seller in without limitation, all goodwill associated with the ordinary course of business during the Interim Period Assigned Purchase Orders) and including such additional Environmental Attributes as may be acquired by Seller for use in the operation going concern value of the Facilities Business; (j) to the extent transferable, all guarantees, warranties, indemnities and similar rights from third parties in favor of any Seller with respect to any Acquired Asset and all letters of credit and performance bonds issued to the ordinary course of business during extent the Interim Period, in each case in accordance with Section 5.5Business is a beneficiary; and (jk) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or all other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date assets set forth on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.Schedule 1.1

Purchase and Sale of Acquired Assets. On With the exception of the Excluded Assets, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller Purchaser shall purchase from the City, and the City shall sell, assigntransfer, convey assign and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire from SellerPurchaser, free and clear of all Liens other than except for the Permitted Liens, all of Seller’s the right, title and interest in of the City in, to and under all of the assets, properties and rights of the City, to the following propertiesextent such assets, properties and rights exist as of the Closing Date and assets owned by Seller constitutingare used, necessary or used important in and necessary for the operation ofof the System (whether or not any such asset(s) have any value for accounting purposes or are carried or reflected on the books or financial statements of the Seller) (the assets to be conveyed collectively referred to as the "Acquired Assets"), including without limitation, the Business (collectively, the “Acquired Assets”):following: (a) The all real propertyand personal property interests owned, Improvements thereonlicensed or leased by Seller and any real or personal property interests that are in the process of being acquired, easementslicensed or leased by Seller or any of its Affiliates, licenses and other rights in real property described in Schedule 2.1(a)including without limitation, but subject to the Permitted Liens (▇▇▇▇▇, the “Real Property”), the Public Works Building Lease, the Public Safety Training Academy Property, rights to draw water from the Aquifer and Occupancy Agreements; (b) The leasehold interests except for those contracts, licenses and rights thereunder relating leases listed on Schedule 2.01(b), all contracts, licenses and leases related to real property with respect the System to which Seller the City is lessee set forth in Schedule 2.1(b)a party, but subject to the Permitted Liens including without limitation leases for Equipment and Machinery, vehicles and other items of personal property (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “"Assigned Leases”Contracts"); (c) The machineryall Supplies, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned except Supplies consumed or used by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on between the Effective Date, but excluding such items disposed of by Seller Date and the Closing Date in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5the terms of this Agreement; (d) All Permits (including all pending applications for Permits personal property, fixtures, equipment and fixed assets owned, licensed or renewals thereof) relating to the ownership leased by Seller, including, without limitation, Equipment and operation of the Facilities or the Acquired Assets thatMachinery, as of the Closing Datesystem pipes, are transferable by Seller to Buyer by assignment or otherwise under applicable Law auxiliary equipment and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)plant equipment; (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5Intellectual Property; (f) All Transferred Books Seller's other intangible assets, including, without limitation, the benefit of third- party representations, warranties, guarantees, performance bonds, maintenance bonds, correspondence and Records, subject to the right of Seller to retain copies for its use to the extent computer software and subject to the conditions set forth hereinprograms (whether proprietary or not); (g) All Intellectual Property that is owned by Seller Seller's Files and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)Records; (h) Subject to Section 2.2(f)all prepaid expenses, the rights of Seller credits, advance payments, security, deposits, charges, sums and fees to the use of the names of the Facilities set forth in Schedule 1extent related to any Acquired Assets; (i) Those Environmental Attributes set forth in Schedule 2.1(i)subject to Section 2.06, excluding all Licenses and Permits, but only to the extent such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period Licenses and including such additional Environmental Attributes as Permits may be acquired by Seller for use in transferred under Applicable Law (the operation of "Acquired Authorizations"); (j) the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5assets listed on Schedule 2.01(j); and (jk) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against the System as a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closinggoing concern.

Purchase and Sale of Acquired Assets. On The Seller shall cause the terms sale and subject transfer to the conditions set forth in this AgreementBuyer, and the Buyer shall purchase, at the Closing, Seller shall sell, assign, convey subject to and transfer to Buyer, upon the terms and Buyer shall purchase, assume and acquire from Sellerconditions contained herein, free and clear of any Liens other than (except Permitted LiensEncumbrances), all of Seller’s the right, title and interest that the Seller possesses, in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real propertyall fixed assets, Improvements thereonincluding vehicles, easementsmachinery, licenses equipment and furniture and other rights personal property owned or used by the Seller in real property described in the operation of the Business, including, but not limited to, those fixed assets reflected on Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests all notes and rights thereunder accounts receivable (billed and unbilled, all net of allowances for bad debts) of the Seller relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (Business or arising from the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)Seller’s operations; (c) The machineryall inventory, equipmentincluding all materials and supplies, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by of the Seller and located at or in transit relating to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in Business or resulting from the operation of any the Business; (d) the Prepaid Expenses; (e) all of the Facilities Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of the Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of the Seller; (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and Tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property, including, without limitation, all proprietary and/or branded products of the Seller (including all documentation, formulae or other Acquired Assetsmaterials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of the Seller’s right, title and interest in and to the name “Branchbird,” or any other names which are derivative thereof or similar thereto, and all trade names or trade expressions utilized by the Seller in the course of the operation of the Business; (i) all of the Seller’s right, title and interest in and to the website ▇▇▇.▇▇▇▇▇▇▇▇▇▇.▇▇▇, including any Prepayments and all applicable warranties computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property of manufacturers the Seller relating thereto or vendors used in connection with the Business; (j) all of the Seller’s right, title and interest in and to all telephone numbers used by the Seller in the course of the Business and any and all right, title and interest of the Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by the Seller in the course of the Business, all as set out in Schedule 2.1(j); (k) all of the Seller’s rights under the Contracts that are in effect on the Closing Date, including, but not limited to, all Contracts entered into by the Seller during the Interim Period, unless the Buyer shall notify the Seller that it elects not to acquire or assume any Contracts (in which event such Contracts which the Buyer has elected to exclude shall not be transferred to the Buyer and shall be retained by the Seller), in each instance provided that any consent required in connection with the transfer of each such Contract to the Buyer is obtained prior to the Closing Date; (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to the Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating to the operation of the Business, to the extent that such warranties are transferable; (n) all of the Seller’s catalogs, in each case as in existence on manuals, marketing materials and advertisements and promotional materials; (o) all other properties and assets of the Effective DateSeller of every nature, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period kind and including such additional items as may be acquired by Seller description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Acquired Assets in Business, as the ordinary course of business during same may exist on the Interim Period, in each case in accordance with Section 5.5;Closing Date except only for the Excluded Assets; and (dp) All Permits (including all pending applications for Permits or renewals thereof) goodwill of the Seller relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On Except as otherwise provided in Section 2.1(b), pursuant to the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and transfer deliver to Buyer, Purchaser and Buyer Purchaser shall purchase, assume purchase and acquire accept from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s 's (or in the case of Factored Receivables, any Affiliate of Seller) right, title and interest in in, to and to under the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by assets, goodwill, privileges, claims, contracts and business of Seller and located at or in transit to constituting the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c))Division, or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence it shall exist on the Effective Transfer Date, but excluding such items disposed of by Seller subject to changes in the ordinary course of business during between the Interim Period Transfer Date and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable but excluding the Excluded Assets (all of the foregoing being referred to collectively as the "Acquired Assets"), including, but not limited to, the following: (i) the real property leased by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” tenant for the exclusive use of the Division set forth on Schedule 3.5(b) 2.1(a)(i), together with, to the extent leased by Seller, all buildings and other structures, facilities or Schedule 3.11(a) improvements currently or hereafter located thereon and used by the Division, all fixtures, systems, equipment and items of personal property of Seller attached or appurtenant thereto, and all easements, licenses, rights and appurtenances relating to the foregoing (collectively, the “Transferable Permits”"Leased Real Property"); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all items of tangible personal property, or distinct groups of equipment, supplies, furniture, fixtures, personalty, vehicles and other Contracts that relate primarily to tangible personal property used in the ownership or operation of any business of the Acquired Assets Division or otherwise in connection with owned or leased by Seller for the Businessuse of the Division, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) other than Inventories (the “Other Assigned Contracts” and, together with the Material Contractscollectively, the “Assigned Contracts”"Tangible Personal Property"); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (fiii) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinall Inventories; (giv) All Intellectual Property that is owned by Seller all Receivables and primarily used in connection with all cash generated from Receivables or otherwise from the operation of the Facilitiesbusiness of the Division collected between the Transfer Date and the Closing Date in excess of cash applied to the payment of Assumed Liabilities; (v) all Customer Information; (vi) all Intellectual Property, including without limitation all rights to the "LANSystems" name and all derivations thereof and all telephone and telecopier numbers and "Website" (URL) and IP and e-mail addresses used primarily by the Division; (vii) all contracts pertaining to the business of the Division, including but not limited to those contracts which are listed and described on Schedule 2.1(a)(vii) (the "Assigned Contracts"), but not including the Excluded Contracts, and all deposits received with respect to the Assigned Contracts; (viii) all general, financial and personnel records, computer software programs and databases (including source codes), correspondence and other files, operating data, records and documents (A) set forth on Schedule 2.1(a)(viii) or (B) which relate to, or are used in, the business of the Division, in either case in whatever form (including electronic media) and wherever located on the Closing Date; (ix) all claims, warranty rights, causes of action, choses in action, rights of recovery and rights of set-off of Seller of any kind pertaining to or arising out of the business of the Division on or after the Transfer Date; (x) all rights to goods and services and all other economic benefits arising out of prepayments, payments in advance and deposits by Seller to 11 the extent related to the operations of the Division, including, but not limited to, prepaid rents, service contracts and the costs of producing and developing continuing marketing and advertising programs, but excluding any prepaid taxes; (xi) the goodwill incident to the business of the Division; (xii) other than as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f2.1(a)(xii), the rights all other assets of Seller to used exclusively in the use business of the names of Division, not included within the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i)categories described above, excluding such Environmental Attributes whether or portions thereof disposed of by Seller not included or reflected in the ordinary course Financial Statements or on the books and records of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Seller; and (jxiii) All rights all licenses, permits or franchises issued by any federal, state, municipal or governmental authority which relate exclusively to the Facilities, the Leased Real Property or the business of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller inthe Division on the Closing Date, to the extent transferable (the "Permits"), except for those licenses, permits or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date franchises listed on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingSchedule 2.1(a)(xiii).

Purchase and Sale of Acquired Assets. On the terms basis of the representations, warranties, covenants and agreements set forth herein, and subject to the satisfaction or waiver of the conditions set forth in this Agreementherein and the terms hereof, at the Closing, subject to Section 2.1(b) hereof, the Purchaser shall purchase from each Seller, and each Seller shall sell, assign, convey transfer and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire from Sellerthe Purchaser, free and clear of Liens other than Permitted any Liens, all of Seller’s rightbusiness, title and interest in and to the following properties, assets, rights and assets interests of every kind and nature used in or primarily related to the Acquired Business and owned by such Seller constituting(or in which such Seller has another interest) on the Closing Date, whether tangible or used in intangible, and necessary for the operation of, the Business wherever located and by whomever possessed (collectively, the “"Acquired Assets”):"), including, without limitation: (ai) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens all Accounts Receivable (the “Real Property”whether current or noncurrent); (bii) The leasehold interests all Proprietary Rights, along with all income, royalties, damages and payments receivable in respect of any such Proprietary Right, including, without limitation, all damages and payments for past, present or future infringements or misappropriations thereof, the right to ▇▇▇ and recover for past infringements or misappropriations thereof and any and all corresponding rights thereunder relating to real property that, now or hereafter, may be secured throughout the world with respect to which Seller is lessee set forth in any such Proprietary Right; (iii) all rights existing under leases, contracts, licenses, permits, distribution arrangements, sales and purchase agreements, accounts receivable, other agreements and business arrangements, including, without limitation, all contracts and agreements described on the Contracts Schedule 2.1(b), but subject to attached hereto; (iv) all of the Permitted Liens (the “Leased Real Property”), Assumed Leases and all leases set forth in Schedule 2.1(b) Leasehold Improvements with respect to the Leased Real Property (the “Assigned Assumed Leases”); (cv) The machinery, all transportation and office equipment, toolsfurniture and computer equipment; (vi) all inventories of work in process, furnituresemi-finished and finished goods, vehiclesstores, Inventories replacement and spare parts, packaging materials, operating supplies and fuels; (vii) all office supplies, production supplies, other miscellaneous supplies and other tangible property of any kind; (viii) all prepayments, security deposits and intangible personal property owned by Seller prepaid expenses; (ix) the right to receive and located at or in transit retain mail, accounts receivable payments and other communications relating to the Facilities Acquired Business; (if related primarily x) the right to any ▇▇▇▇ and receive payment for products shipped or delivered and services performed but unbilled or unpaid as of the Acquired AssetsClosing; (xi) all lists, records and other information pertaining to accounts, personnel (including including, without limitation limitation, any lists and information contained in data bases containing names of all past, present and potential consultants and employees) and referral sources, all lists and records pertaining to suppliers and customers, and copies of all books, ledgers, files and business records (including, without limitation, all accounting records for the items of personal property described on Schedule 2.1(c))fiscal years ended March 31, or2000, 1999 and 1998 and for the period between April 1, 2000 and the Closing Date) used in the case of intangible personal property (other than Intellectual Property), otherwise used or primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors related to the extent that such warranties are transferableAcquired Business, in each case as whether evidenced in existence on the Effective Datewriting, but excluding such items disposed of electronically (including, without limitation, by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5computer) or otherwise; (dxii) All Permits (including all pending applications for Permits advertising, marketing and promotional materials and all other printed or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)written materials; (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (iixiii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Businesspermits, a copy of each Seller will provide to Buyer during the Interim Period licenses, certifications and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” andapprovals from all permitting, together with the Material Contractslicensing, the “Assigned Contracts”); provided that subject to accrediting and to the extent it does not interfere with Buyer’s rights under any Assigned Contractcertifying agencies, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights to all data and interests under any Assigned Contract to the extent records held by such rights permitting, licensing and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5certifying agencies; (fxiv) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; all telephone numbers (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”e.g. "800" numbers); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On The Seller shall cause the terms sale and subject transfer to the conditions set forth in this AgreementBuyer, and the Buyer shall purchase, at the Closing, Seller shall sell, assign, convey subject to and transfer to Buyer, upon the terms and Buyer shall purchase, assume and acquire from Sellerconditions contained herein, free and clear of Liens other than Permitted any Liens, all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”): (a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business (excluding any personal residences or personal property owned by the Member or the Seller’s employees and used in connection with the operation of the Business by the Seller (the “Seller’s Personal Property”), including, but not limited to, those fixed assets reflected on Schedule 2.1(a) (such Schedule 2.1(a) to include, to the extent applicable, the make, model, year and serial number of each piece of equipment listed thereon), but excluding any real property and improvements thereto owned by Seller and any leased assets which Buyer elects not to assume in writing; (b) all notes and accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller relating to the Business or arising from the operations of the Seller, excepting only the Excluded Accounts Receivable (the “Acquired Accounts Receivable”); (c) all inventory, including all materials and supplies, relating to the Business or resulting from the operation of the Business (the “Acquired Inventory”); (d) Seller’s prepaid expenses (the “Acquired Prepaid Expenses”); (e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of Seller including, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) and 3.18(b); (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in and to the following propertiesname “Vertical Pitch, rights LLC” or all of Seller’s right, title and assets owned interest in and to any other name which is derivative thereof or similar thereto and all tradenames or trade expressions utilized by Seller constitutingin the course of the operation of the Business; (i) all of Seller’s right, title and interest in and to the web site ▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, including any all computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property relating thereto or used in connection with the Business; (j) all of Seller’s right, title and necessary for interest in and to all telephone numbers used by Seller in the operation of, course of the Business (collectivelyand any and all right, title and interest of Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by Seller in the “Acquired Assets”): (a) The real propertycourse of the Business, Improvements thereon, easements, licenses and other rights in real property described all as set out in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”2.1(j); (bk) The leasehold interests and rights thereunder relating to real property with respect to all Contracts which Seller is lessee set forth are in Schedule 2.1(b)effect on the Closing Date, but subject to excepting only the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)Excluded Contracts; (cl) The machineryall exclusive distribution rights, equipment, tools, furniture, vehicles, Inventories marketing rights and other tangible and intangible personal property owned similar rights held by or granted to Seller and located at any and all Contracts evidencing such rights or in transit to the Facilities relating thereto; (if related primarily to any of the Acquired Assetsm) (including without limitation the items of personal property described on Schedule 2.1(c))all right, or, title and interest in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in Permits relating to the operation of any of the Facilities or the other Acquired AssetsBusiness, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable; (n) all of Seller’s catalogs, in each case as in existence on the Effective Datemanuals, but excluding such items disposed marketing materials and advertisements and promotional materials; (o) all other properties, assets of by Seller in the ordinary course of business during the Interim Period every nature, kind and including such additional items as may be acquired by Seller description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Acquired Assets in Business, as the ordinary course of business during same may exist on the Interim Period, in each case in accordance with Section 5.5;Closing Date except only for the Excluded Assets; and (dp) All Permits (including all pending applications for Permits or renewals thereof) goodwill of the Seller relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On Subject to the terms and subject to the conditions set forth in this AgreementAgreement and on the basis of the representations, at warranties and agreements contained herein, each Seller hereby sells, assigns, transfers, conveys and delivers, and shall cause the Closing, Seller shall each of the Assure Neuromonitoring Subsidiaries to sell, assign, transfer, convey and transfer deliver, to BuyerPurchaser, and Buyer shall purchasePurchaser hereby purchases, assume acquires, and acquire accepts from Sellersuch Seller and each of the Assure Neuromonitoring Subsidiaries, free and clear of Liens all Liens, other than Permitted Liens, all of such Seller’s or Assure Neuromonitoring Subsidiary’s right, title and interest in and to all of its assets, properties and rights of any kind and nature, tangible or intangible, other than the Excluded Assets, including, by way of example, the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business items (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses all Inventory and other rights in real property described in Schedule 2.1(a), but clinical supplies of such Seller; (b) all Tangible Personal Property of such Seller; (c) subject to Section 2.9, all right, title and interest of such Seller in, to and under the Permitted Liens Contracts set forth on Schedule 2.1(c) (the “Real PropertyTransferred Contracts”); (bd) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (extent their transfer is permitted under Applicable Law, all Permits utilized by such Seller in the “Leased Real Property”), conduct of the Business and all leases set forth correspondence and records in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)of such Permits; (ce) The machineryall intangible assets of such Seller, equipmentincluding Intellectual Property, toolsgoodwill and going concern value, furnitureall other intangible rights of such Seller, vehicles, Inventories and other tangible and intangible personal property owned by all rights of such Seller and located at or in transit to the Facilities (if names “Assure Neuromonitoring”, “NervePro”, “Innovation Neuromonitoring”, “Sentry Neuromonitoring” and/or all other relevant, related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and/or derivative names and all applicable warranties of manufacturers telephone or vendors to the extent that such warranties are transferablefacsimile numbers, in each case as in existence on the Effective Datedomain names, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period websites, website content, e-mail addresses, social media accounts and including such additional items as may be acquired by Seller passwords used or held for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred all data related to all surgical cases covered by such Seller and data related to all accounts receivable of the Business (including, without limitation, all Explanation of Benefits and Health Care Financing Administration forms), including such Seller’s Books and Records, subject to Records (provided that the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinAccounts Receivable shall be an Excluded Asset); (g) All Intellectual Property that is owned all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights received or owing to such Seller from third parties relating to the Assumed Liabilities or the Acquired Assets, including third party warranties and guarantees and all related claims, credits, rights of recovery and set-off as to third parties which are held by or in favor of such Seller and primarily used in connection with relate to the operation of Assumed Liabilities or the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)Acquired Assets; (h) Subject to Section 2.2(f)all rights, the rights causes of actions and claims of such Seller against third parties relating to the use of Acquired Assets or the names of the Facilities set forth in Schedule 1;Business, whether ▇▇▇▇▇▇ or inchoate, matured or unmatured, known or unknown, contingent or non-contingent; and (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes any other assets used or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller held for use exclusively in connection with the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in Business on either Closing Date that are not specifically listed above and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is are not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingExcluded Assets.

Purchase and Sale of Acquired Assets. On At the terms Closing (as hereinafter ------------------------------------- defined), on and subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, assign, convey and transfer to Buyertransfer, convey, and Buyer deliver to Purchaser, and Purchaser shall purchase, assume acquire, and acquire accept from Seller, free all of the right, title, and clear interest of Liens Seller in and to (i) the Business (other than Permitted Liensthe Excluded Assets (as hereinafter defined)), (ii) the name "C.R., Inc." and any other name or names under which Seller has conducted the Business and all goodwill associated therewith, and (iii) all of Seller’s 's right, title and interest in and to the following assets, properties, and rights of Seller, free and assets owned by Seller constitutingclear of all liens, claims, charges, security interests, and encumbrances of any kind or used nature on Seller's interest in such assets, properties and necessary for rights, other than Permitted Encumbrances (as hereinafter defined), as the operation of, same shall exist at the Business Closing Date (collectively, the “Acquired Assets”as hereinafter defined): (a) The real propertyExcept as set forth in Section 1.3, Improvements thereonall of Seller's rights in, easementsto, licenses and other rights under (i) Seller's office leases, together with all of Seller's right, title, and interest in and to the fixtures and improvements, including construction-in-progress, and appurtenances thereto, located on the real property described in Schedule 2.1(a), but subject to the Permitted Liens such leases, and any and all assignable warranties of third parties with respect thereto (the “Real Property”"Office Leases"); (b) The leasehold interests and rights thereunder relating All radio paging systems (including network connections to real property with respect to which Seller is lessee set forth in Schedule 2.1(baffiliated systems), but subject to machinery, equipment, tools, computers, terminals, computer equipment, office equipment, business machines, telephones and telephone systems, parts, accessories, and the Permitted Liens like, wherever located, reflected on the books and records of Seller (the “Leased Real Property”even if carried at no value), and any and all leases set forth in Schedule 2.1(b) assignable warranties of third parties with respect to the Leased Real Property thereto (the “Assigned Leases”"Equipment"); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any All of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c))contracts, orairtime purchase agreements, in the case of intangible personal property (other than Intellectual Property)leases, otherwise used primarily in the operation of warranties, commitments, agreements, arrangements and purchase and sales orders, whether oral or written, pursuant to which Seller enjoys any of the Facilities right or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use benefit in connection with the Acquired Assets Business, whether or not reflected upon the books and records of the Seller, together with the right of Seller to receive income in respect of such contracts, leases, warranties, commitments, agreements, arrangements, and purchase and sales orders on and after the ordinary course of business during Closing Date but excluding any agreements with the Interim Period▇▇▇ ▇▇▇▇▇▇ Company or ▇▇▇▇▇▇ ▇▇▇▇, the employment agreement with ▇▇▇▇▇ ▇▇▇▇▇▇▇ and the agreements listed and described on SCHEDULE 1.1(C) hereto and excluding any leases for automobiles in each case in accordance with Section 5.5which the Seller is the named lessee (individually, a "Contract" and collectively, the "Contracts"); (d) All Permits stock of pagers and spare or replacement parts therefore, wherever located, reflected on the books and records of Seller (including the "Inventory") excluding the Obsolete Inventory (as hereinafter defined), together with all pending applications for Permits or renewals thereof) relating to the ownership and operation rights of Seller against suppliers of the Facilities Inventory including, without limitation, Seller's rights under express or the Acquired Assets that, as of the Closing Date, are transferable implied warranties with respect to such Inventory and Inventory previously sold by Seller and Seller's rights to Buyer by assignment receive refunds or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)rebates in connection with its purchase of Inventory; (e) Excluding All patents, designs, art work, designs-in progress, formulations, know-how, prototypes, inventions, trademarks, trade names, trade styles, service marks, and copyrights owned or held by Seller and related to the Assigned Leases addressed in Section 2.1(b)Business; all registrations thereof and applications therefor, but both registered and unregistered, foreign and domestic; all trade secrets or processes owned by or belonging to Seller and related to the Business; all computer software (including personal property leases documentation and related object and, if applicable, source codes) owned by or belonging to Seller and related to the Business; and all confidential or proprietary information that are either (i) owned by Seller and related to the Business, whether Seller is lessor or lessee thereunder)not reflected on the books and records of Seller, real property leases with respect or (ii) as to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Sellerhas rights as licensee, (i) those Contracts that are material to the ownership or operation constituting all of the Acquired Assets and that are set forth intellectual property of Seller used exclusively in Schedule 2.1(e) the Business (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”"Intellectual Property"); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred existing data, data bases, books, records, correspondence, business plans and projections, records of sales, customer and vendor lists, files, and papers in the possession of Seller and related to the Business; including without limitation, all manuals and printed instructions of Seller relating to the Acquired Assets (as hereinafter defined) and to the operation of the Business (the "Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein"); (g) All Intellectual Property that is owned licenses, permits, certificates, and governmental authorizations held by Seller and primarily used in connection with related to the operation of the Facilities, as set forth in Schedule 2.1(g) Business (the “Assigned Intellectual Property”"Permits"); (h) Subject to Section 2.2(fAll furniture, fixtures, and leasehold improvements, wherever located, reflected on the books and records of the Seller (even if carried at no value), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1and any and all assignable warranties covering such furniture, fixtures, and leasehold improvements ("Furniture and Fixtures"); (i) Those Environmental Attributes set forth All prepaid expenses (other than prepaid insurance premiums) of Seller reflected on the books and records of Seller; all claims, demands, and causes of action or recoveries from any third party arising from or out of any Acquired Asset being purchased hereunder, including without limitation, rights to returned or repossessed goods and rights as an unpaid vendor; and all other assets used in Schedule 2.1(i)connection with the Business (other than Excluded Assets of Seller) wherever located, excluding such Environmental Attributes tangible or portions thereof disposed intangible, provided, however, that the Acquired Assets shall not include, and Purchaser shall not acquire, any right, title, or interest of by Seller in or to the ordinary course Excluded Assets of business during the Interim Period and including such additional Environmental Attributes Seller (as may be acquired by Seller for use defined in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and1.2 hereof); (j) All accounts receivable, notes receivable and other monies due to Seller from NationsLink, Ltd. ("NationsLink") for sales and deliveries of goods, performance of services and other business transacted or for monies loaned (the "NationsLink Receivables"); (k) All of Seller's rights and benefits pursuant to that certain Regional Affiliate Agreement, dated August 20, 1990 between Seller and CUE Paging Corporation ("CUE") including all amendments and modifications thereto (the "CUE Regional Affiliate Agreement"); (l) All accounts receivable, notes and other receivables of Seller arising out of the sale and delivery of goods, performance of services and other business transacted where such sale, delivery or performance is to occur on or after the Closing Date (the "Future Services Receivables"); (m) All cash and cash equivalents, whether received before, on, or after the Closing Date, in and to any claims, causes payment of action, rights the NationsLink Receivables or the Future Services Receivables. All of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property the items described in this Section 1.1 to be transferred purchased by Purchaser and which are not Excluded Assets as defined in Section 1.2 are hereinafter collectively referred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing"Acquired Assets."

Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall sell, assign, convey and transfer sell (or cause to be sold) to Buyer, and Buyer shall purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest of Seller or any Selling Subsidiary in, to and under the following assets, in and each case to the following properties, rights extent transferrable or assignable and assets owned by Seller constituting, or used as in and necessary for existence as of the operation of, the Business Closing (collectively, the “Acquired Assets”) free and clear of all Security Interests (other than Permitted Security Interests): (ai) The real propertythe patents, Improvements thereonpatent registrations and patent applications set forth on Schedule 1.1(a)(i) (collectively, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real PropertyTransferred Patents”); (bii) The leasehold interests the trademarks, trademark registrations, trademark applications, trade names and rights thereunder relating to real property with respect to which Seller is lessee domain names set forth in on Schedule 2.1(b1.1(a)(ii) (together with the goodwill associated therewith) (collectively, the “Transferred Trademarks” and, collectively with the Transferred Patents, the “Transferred IP Registrations”), but subject ); (iii) all copyrights that are related exclusively to the Permitted Liens Product; (iv) all Know-How that is related exclusively to the Product; (v) all agreements (including open purchase orders) related exclusively to the Product, including the agreements set forth on Schedule 1.1(a)(v) (collectively, the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned LeasesTransferred Contracts”); (cvi) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Inventory; (dvii) All Permits (all books and records, including all pending applications for Permits laboratory books, batch records and stability studies, that are prepared and maintained by or renewals thereofon behalf of Seller or any subsidiary of Seller and (A) relating constitute Regulatory Documentation or (B) are otherwise related exclusively to the ownership and operation of the Facilities or the Acquired Assets thatProduct (collectively, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable PermitsTransferred Books and Records”); (eviii) Excluding the Assigned Leases addressed sales or promotional literature or brochures, advertising materials, art work and display units, in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts each case that are material related exclusively to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) Product (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contractscollectively, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual PropertyPromotional Materials”); (hix) Subject all medical or scientific literature, brochures or other materials used for educational or other non-promotional purposes, in each case that are related exclusively to Section 2.2(f)the Product (collectively, the rights of Seller to the use of the names of the Facilities set forth in Schedule 1“Transferred Medical Materials”); (ix) Those Environmental Attributes set forth in Schedule 2.1(i)the Transferred Regulatory Approvals; (xi) all of the assets, excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period properties, contracts, rights and including such additional Environmental Attributes as may be acquired by Seller interests primarily used in, primarily held for use in in, or primarily relating to the operation of the Facilities in Business (other than Excluded Assets); (xii) all accounts receivable for purchases from Seller or any of its Affiliates of the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Product; and (jxiii) All rights of Seller any goodwill associated with the assets described in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingforegoing clauses (i) through (xii).

Purchase and Sale of Acquired Assets. On At the Closing and on the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall agrees to sell, assigntransfer, convey convey, assign and transfer deliver to the Buyer, or cause to be sold, transferred, conveyed, assigned and delivered to the Buyer, free and clear of all Liens (other than Permitted Liens), and the Buyer shall agrees to purchase, assume accept, buy and acquire from the Seller, free and clear of all Liens (other than Permitted Liens), all of Sellerthe Seller Group’s right, title and interest in, to and under (a) all of the assets, properties and any other rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased, licensed, used or held for use in and connection with or in relation to the Business and (b) without limiting the generality of clause (a) of this Section 2.1, all of the following propertiesassets, properties and rights and assets owned by of any Person of the Seller constitutingGroup (in each case, or used in and necessary for other than the operation of, the Business (collectivelyExcluded Assets, the “Acquired Assets”): (a) The real propertyall of the Units, Improvements thereon, easements, licenses and other rights in real property described in Schedule including the Units set forth on Section 2.1(a), but subject to ) of the Permitted Liens (the “Real Property”)Disclosure Schedules; (b) The leasehold interests all rights under all lease agreements, license agreements and rights thereunder relating to real property with respect any other arrangements which consist of Real Property used in the Business pursuant to which (A) a Person other than any Person of the Seller is lessee set forth Group occupies or uses or enjoys rights to occupy or use any such Real Property and (B) any Person of the Seller Group occupies or uses or enjoys rights to occupy or use any Real Property (such agreements and arrangements referred to in Schedule this Section 2.1(b), but subject to the Permitted Liens (Section 7.14, collectively are referred to herein as the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Acquired Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories all fixed assets and other tangible personal property, including all furniture, furnishings, improvements, fixtures, machinery, Vehicles, Equipment (including process equipment and intangible personal property owned by Seller electrical equipment), computer hardware, supplies, construction in progress, spare parts and located at tools, together with any express or in transit to the Facilities (if related primarily implied warranty of any Person covering any item or component part thereof or with respect to any Unit, rights of return, rebate rights, over-payment recovery rights and any other rights relating to these items (the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c“Tangible Personal Property”)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)Inventory; (e) Excluding all current assets that comprises a part of Net Working Capital, including all accounts receivable relating to the Assigned Leases addressed in Section 2.1(b), but including personal property leases Business (whether Seller is lessor or lessee thereundernot considered a current asset), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books all Contracts (other than the Excluded Contracts and RecordsExcluded Leases), subject which, for the avoidance of doubt, shall include all Contracts relating to the right Business or the Acquired Assets, including all Contracts in process or under negotiation at the time of Closing (the “Acquired Contracts”) and all rights in, to, under or related to each of the Acquired Contracts; provided, that “Acquired Contracts” shall not include Contracts entered into between the date hereof and Closing if Seller to retain copies for its use to the extent and subject to the conditions set forth hereinentered into such Contracts in breach of this Agreement absent prior written consent of Buyer; (g) All to the extent not exclusively related to the Excluded Assets, the Records (subject to redaction of credit card information under privacy protections required by applicable Law); provided that copies of any such Records will, to the extent permitted by Law, be retained by Seller following the Closing subject to the ongoing obligations of the Seller in respect thereof contained in Section 7.6; (h) all Intellectual Property that is owned by Seller and primarily or licensed or otherwise used in connection with or in relation to the operation of Business, including the Facilities, as Intellectual Property set forth in Schedule 2.1(gSection 5.12(a), Section 5.12(b), and Section 5.12(c) of the Disclosure Schedules, together with all income, royalties, damages and payments due or payable as of the Closing or thereafter (including damages and payments for past, present or future infringements, misappropriations or other violations thereof) and the right to institute or maintain any Legal Proceeding to protect the same and recover damages for any past, present, or future infringements, misappropriations or other violations thereof, all goodwill associated with or in or to any of the foregoing, and any corresponding, equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in the world, together with all tangible embodiments of the foregoing in any form or medium (collectively, the “Assigned Acquired Intellectual Property”); (hi) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1all IT Assets; (ij) Those Environmental Attributes all advances, advance payments, Prepaid Expenses and credits and deferred charges; (k) all Claims related to the Acquired Assets or Assumed Liabilities, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; (l) all Permits (and pending applications therefor) relating to the Business, but only to the extent that any such Permit may be assigned and transferred by the Seller Group to Buyer (such Permits, the “Acquired Permits”); (m) except with respect to any Person of the Seller Group’s rights to recovery arising out of any Legal Proceeding that is currently pending and listed on Section 5.13 of the Disclosure Schedules, all rights against third Persons with respect to the Business or the Acquired Assets; (n) the goodwill of the Business as a going concern; (o) all telephone numbers, other than to the extent set forth on Section 2.1(o) of the Disclosure Schedules, facsimile numbers, and electronic mail addresses set forth on Section 2.1(o) of the Disclosure Schedules, as well as all directory listings, client and customer lists and databases for all of the Seller’s current and past (to the extent such past customer data remains in Schedule 2.1(ithe possession of the Seller Group) Unit clients and customers (subject to redaction of credit card information under privacy protections required by applicable Law), excluding such Environmental Attributes all open orders or portions thereof disposed open quotations for contemplated rentals, leases or sales and other similar contract information in respect of by Seller in the ordinary course of business during Business and the Interim Period Acquired Assets; (p) all advertising, marketing and including such additional Environmental Attributes as may be acquired by Seller promotional materials, studies, reports and all other printed or written materials related to or otherwise necessary for use in the operation of the Facilities Business, including building specifications and representations; (q) all rights to any recoveries or monies with respect to any insurance policies, including the Insurance Policies, relating to the Business or the Acquired Assets, including insurance recoveries thereunder to the extent not paid by the Closing Date and rights to assert claims with respect to any such insurance recoveries to the extent such recoveries and rights to asset claims arise from and after the date hereof and all condemnation awards or other compensation in respect of loss or damage to any Acquired Asset or the Business and all rights to assert such claims to the extent not paid by the Closing Date; provided, however, that Buyer shall not acquire any rights to recoveries where the Seller has, prior to the Closing Date, expended a material amount of out-of-pocket Cash to repair or restore an insurable loss under the Insurance Policies and has not yet obtained recovery under such Insurance Policy (the “Excluded Recoveries”); (r) all other assets shown or reflected on the Financial Statements and all property and assets acquired by any Person of the Seller Group in respect of the Business between the date of the Latest Balance Sheet and the Closing Date, except for current assets disposed of in the ordinary course Ordinary Course of business during Business after the Interim Period, in each case date of the Latest Balance Sheet in accordance with Section 5.57.2 of this Agreement; (s) any Tax Refunds that are not described in Section 2.2(e); and (jt) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as the assets listed on Section 2.1(s) of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingDisclosure Schedules.

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in this Agreementand provisions contained herein, at the Closing, the Seller shall sell, assignconvey, convey transfer, assign and transfer deliver to the Buyer, and the Buyer shall purchase, assume acquire and acquire accept from the Seller, free and clear of Liens other than Permitted Liensany and all Encumbrances of any kind or nature whatsoever, all of Seller’s right, title and interest of the Seller in and to the following properties, rights properties and assets owned by the Seller constituting(but not its subsidiaries) and used in, relating to the Business, whether tangible or used in intangible, whether real, personal or mixed, whether owned or leased, and necessary for the operation of, the Business wherever located (collectively, the “"Acquired Assets”"): (a) The real propertyall tangible personal property used in connection with the Business, Improvements thereonincluding, easementswithout limitation, licenses fixtures, furnishings, furniture, office equipment and other rights in real property described supplies, computer and telecommunication equipment, vehicles, rolling stock, tools, tooling and dies, machinery and equipment, including those set forth in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests all inventories of the Business, including without limitation, raw materials, work-in-process, finished goods, packaging materials, spare parts and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens supplies (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”"Inventory"); (c) The machinery, equipment, tools, furniture, vehicles, Inventories all intangible properties and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise rights used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy including, without limitation, those intangible properties and rights set forth on Schedule 2.1(c), including all United States and foreign patents and patent applications, trade names (including without limitation, the exclusive right to use the names "Aerovox," "Aeromet", "Supermet" and "Blue ▇▇▇▇" and all simulations and variations thereof (except "CGE Aerovox"), subject only to the Seller's right to grant the Temporary License to certain third party purchasers of each other assets of the Seller will provide and/or its Affiliates pursuant to Buyer during Section 6.9 hereof) trademark and service ▇▇▇▇ registrations and applications, common law trademarks and copyright registrations, and all other intellectual property and rights, proprietary information, know-how, trade secrets, inventions, processes, formulas, specifications, technical data, engineering and production designs, mask work, computer discs and tapes, spreadsheets, plans, diagrams and schematics, and any unregistered intellectual property used in connection with the Interim Period Business, and each of which will be subject to Buyer’s agreement to assume Seller's proprietary computer programs and other software and firmware, including Seller's data bases, websites, accounting and reporting formats, systems and procedures used in accordance connection with Section 5.6(a) (the “Other Assigned Contracts” andBusiness, together with the Material Contracts, licenses with respect thereto and all common law rights and goodwill appurtenant thereto (the “Assigned Contracts”"Intellectual Property"); provided that subject to and to the extent it does not interfere with Buyer’s ; (d) all rights under any Assigned Contractof any contracts, including Buyer’s right agreements, leases and licenses to exculpation and indemnification, which the Seller shall retain the rights and interests under any Assigned Contract is a party that relate to the extent such rights Business and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during constitute the Interim Period, amend such Schedule to Assumed Contracts as set forth in Schedule 2.3 hereto; (e) all business licenses and permits of the Seller (including any amendments to any Material Contractcertifications or approvals of Underwriters Laboratories or other substantially similar organization in the United States, Canada, Mexico or any additional Contracts entered into during other applicable jurisdiction) used in connection with the Interim Period that are material to the ownership or operation of the Acquired AssetsBusiness, subject to the applicable covenants in Section 5.5including, without limitation, those licenses and permits listed on Schedule 2.1(e); (f) All Transferred Books all books, records, files and Recordspapers, subject whether in hard copy or computer format, including, without limitation, plans and specifications, surveys, customer lists, credit information, supplier lists, purchase and sale orders, cost and pricing information, employment and personnel records and files, sales and promotional materials and other operating data and information, wherever located, relating to the right of Seller to retain copies for its use to Acquired Assets and the extent and subject to the conditions set forth hereinBusiness; (g) All Intellectual Property that is owned by Seller all claims and primarily used in connection with the operation rights of the FacilitiesSeller against third parties under contracts, as set forth warranties and guaranties received from vendors, suppliers or manufacturers in Schedule 2.1(g) (respect of the “Assigned Intellectual Property”);Business and/or Acquired Assets; and (h) Subject all goodwill appurtenant to Section 2.2(f)the foregoing Acquired Assets, and the right to represent to third parties that Buyer is the successor to the Business, excluding, however, the rights of Seller to the use of the names of the Facilities Excluded Assets set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in Section 2.2 hereof and the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingExcluded Liabilities.

Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, each Seller shall sell, convey, assign, convey transfer and transfer deliver to Buyer, and Buyer shall purchase, assume purchase and acquire from each Seller, free and clear of Liens other than Permitted Liens, all of such Seller’s right, title and interest in and to the following properties, rights and specifically identified assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (ai) The real propertyall computers, Improvements thereonequipment, easementsfurniture, licenses furnishings, machinery, tools and other rights tangible personal property listed on Schedule 1.1(a)(i) (collectively, the “Designated Equipment”) and all warranties and guarantees, if any, express or implied, existing for the benefit of such Seller in real property described in Schedule 2.1(a), but subject connection with the Designated Equipment to the Permitted Liens extent transferable; (ii) (A) all finished goods inventory of Acquired Products and (B) all inventory of promotional materials related exclusively to the Acquired Products, in each case (A) and (B) to which any Seller has title (including finished goods inventories in transit) as of the Closing (collectively, the “Real PropertyInventory”); (biii) The leasehold interests (A) all files, documents, books and rights thereunder relating records that are in the possession of the Sellers and exclusively relate to real property with respect to which Seller is lessee set forth and are used exclusively in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any operation of the Acquired Assets, and (B) (including without limitation copies of the items portions of personal property described on Schedule 2.1(c))all other such types of files, ordocuments, in books and records to the case of intangible personal property (other than Intellectual Property), otherwise used primarily in extent related to the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets that are in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation possession of the Facilities or the Acquired Assets that, as of the Closing DateSellers, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (used in the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (useful for the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with after the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) Closing (the “Other Assigned Contracts” and, together with the Material Contractscollectively, the “Assigned ContractsAcquired Books and Records”); provided that subject ADI shall be entitled to remove or redact any information that does not relate to the operation of the Acquired Assets from such items; provided, further, that Acquired Books and Records shall not include (1) privileged materials, (2) personnel records, health related files or any records that are prohibited from being transferred to Buyer pursuant to applicable data privacy laws, (3) invoices or purchase orders or (4) any corporate or accounting ledgers, minutes or similar organizational materials or Tax Returns of each Seller, except in the case of clause (3), to the extent it that such materials are useful for the operation of the Acquired Assets after the Closing or necessary for Buyer to comply with applicable law, ADI shall provide or cause to be provided to Buyer reasonable access to any such files, documents, books and records, from which ADI shall be entitled to remove or redact any information that does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract relate to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject . With respect to the applicable covenants files, documents, books and records referred to in Section 5.5; clauses (fA) All Transferred Books and Records(B) above, subject to ADI may retain a copy of such files, documents, books and records and use the right of Seller to retain copies same for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used any purpose solely in connection with the operation Excluded Liabilities and otherwise in connection with activities required or contemplated by the Ancillary Agreements or other agreements between the parties; (iv) sales or promotional literature, catalogues and other marketing materials used exclusively in the design, manufacture and sales of the FacilitiesAcquired Products, in each case in existence as set forth in of the Closing; (v) the contracts listed on Schedule 2.1(g1.1(a)(v) (collectively, the “Assigned Intellectual PropertyDesignated Contracts”); (hvi) Subject to Section 2.2(fthe patents, patent registrations and patent applications listed on Schedule 1.1(a)(vi) (the “Designated Patents”), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1;; and (ivii) Those Environmental Attributes set forth in Schedule 2.1(i)the technology, excluding such Environmental Attributes technical information, tangible embodiments of intellectual property rights, including software, development tools, design tools, systems, files, drawings, designs, displays, devices, hardware, apparatuses, documentation, prototypes, lab notebooks, development and lab equipment, methodologies, hardware, tools, manuals, specifications, flow charts, electronic and other technical data, and other tangible embodiments of trade secrets or portions thereof disposed know-how, show-how, techniques, works of by Seller in authorship and the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Periodlike, in each case that is used exclusively in accordance with Section 5.5; and (j) All rights of Seller in the design, manufacture and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as sale of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingAcquired Products.

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions of this Agreement, and for the consideration set forth in this AgreementSection 2.1, at the Closing, Seller shall (and shall cause its appropriate Affiliates to) sell, assignconvey, convey transfer and transfer assign to BuyerPurchaser, and Buyer Purchaser shall purchase, assume purchase from Seller and acquire from Seller, free and clear of Liens other than Permitted Liensits Affiliates, all of Seller’s right, title and interest of Seller and its Affiliates in and to the following propertiesAssets, rights and assets owned by whether or not in the possession or control of Seller constituting, or used in and necessary for the operation of, the Business its Affiliates (collectively, the “Acquired Assets”):), free and clear of all Liens. (a) The real property(i) raw materials located at the Owned Real Property; (ii) raw materials located elsewhere in the Territory and used exclusively for the manufacture of the Transferred Products; and (iii) work-in-process, Improvements thereonfinished goods inventories and related packaging of the Transferred Products, easementsin each case located in the Territory (collectively, licenses the “Inventory”); (i) U.S. and foreign patents (including all reissues, divisions, continuations and extensions thereof), patent applications and Trademark Rights, in each case as listed on Schedule 1.1(b), and (ii) without limitation of clause (i), all other Intellectual Property Rights related exclusively to the Transferred Products within the Territory (collectively, “Transferred Intellectual Property”), together with the goodwill of the Primary FTG Business in the Territory in connection with which all such Trademark Rights are used; (c) (i) all formulas for the Transferred Products, and (ii) without limitation of clause (i), all Technology related exclusively to the Transferred Products, including products under development exclusively for FTG Applications, including those products under development listed on Schedule 1.1(c), and testing procedures and analytical techniques used exclusively in support of the Transferred Products (“Transferred Technology”); (d) all customer lists, files and records relating to the sale of (x) the Transferred Products in the Territory, (y) the Dual Products for FTG Applications in the Territory and (z) the Supplied Products to the Supplied Products Customers; (e) all supplier lists with respect to or regarding the Primary FTG Business and all other books, records, files and papers with respect to or regarding the Business, the Use of the Transferred Products or the Dual Products for FTG Applications or the Use of the Supplied Products by the Supplied Products Customers, in each case in the Territory (including sales reports, cost sheets, bills of material, production data, information with respect to product development, inventory data, business development plans; all documents evidencing Transferred Technology or Transferred Intellectual Property; product formulations with respect to the Transferred Products and batch tickets; specifications of raw materials used in the manufacture of the Transferred Products in the Territory; marketing and other rights in real property described in Schedule 2.1(aadvertising and promotional materials, catalogs, correspondence, mailing lists, sales materials and records, sales order files; copies of information from accounting and employee records related to the Business Employees); provided, however, Seller may keep copies of all such information to the extent relating to any Retained Business; (f) subject to Section 1.2(b)(iv), but subject to all Contracts listed on Schedule 1.1(f) and all open customer purchase orders of the Permitted Liens Business (the “Assumed Contracts”); (g) the real property (including easements, rights of way and other privileges relating thereto) and associated fixtures and improvements described on Schedule 1.1(g) (the “Owned Real Property”); (bi) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, installations, equipment, office equipment, laboratory, research and development and technical service equipment, tools, furniture, vehiclesraw materials, Inventories packaging, spare parts, supplies and other fixed Assets or tangible and intangible personal property owned used or held by Seller and located at or in transit to acquired for the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferableBusiness, in each case as in existence that are located at the Owned Real Property, including those items described on Schedule 1.1(h)-1, (ii) all laboratory, research and development and technical service equipment, vehicles and field equipment listed on Schedule 1.1(h)-2, and (iii) any machinery, equipment and other tangible personal property of the Effective Date, but excluding such items disposed of Primary FTG Business owned by Seller or any of its Affiliates that is (x) related exclusively to the production of Transferred Products in the ordinary course of business during the Interim Period Territory and including such additional items as may be acquired (y) held by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5customers; (di) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation Approvals of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material Business related to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and Owned Real Property to the extent it does not interfere with Buyer’s rights under any Assigned Contractcurrently in effect, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Approvals listed on Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g1.1(i) (the “Assigned Intellectual PropertyPermits”); (hj) Subject to Section 2.2(f), the rights all warranties in favor of Seller or its Affiliates with respect to the use any of the names of the Facilities set forth in Schedule 1Acquired Assets; (k) the right to (i) Those Environmental Attributes set forth in Schedule 2.1(iproduce (or have produced), excluding such Environmental Attributes or portions thereof disposed market, distribute and sell the (x) the Transferred Products (subject to the License Agreement) and (y) the Dual Products within the Territory and, in the case of the Dual Products, being limited to FTG Applications and being subject to the terms of the licenses granted by Seller in to Purchaser pursuant to Sections 1.6(a) and 1.7, and (ii) market, distribute and sell the ordinary course of business during Supplied Products subject to the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation terms of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Distribution Agreement; and (jl) All rights of Seller the goodwill associated with the Assets listed above in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingthis Section 1.1.

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, Seller Sellers shall sell, transfer, assign, convey and transfer deliver to Buyer, and Buyer shall purchase, assume accept and acquire from SellerSellers, free and clear of any and all Liens and Claims (other than Permitted LiensEncumbrances), all of Seller’s Sellers' right, title and interest as of the Effective Time in and to the following properties, rights properties and assets owned by Seller constitutingof Sellers (x) that are used or held for use solely or primarily in connection with the conduct of the Business, of every kind, nature, character and description, tangible or intangible, personal or mixed, whether accrued, contingent or otherwise, wherever located, (y) that are reflected on the October Balance Sheet (the "OCTOBER BALANCE SHEET ASSETS"), or used in that are fully depreciated and, but for such depreciation, properly would be included as October Balance Sheet Assets and necessary (z) that were acquired by Sellers for the operation ofBusiness after October 31, 2001 (but in all cases excluding the Business Excluded Assets and any inventory sold, retired or otherwise disposed of by Sellers subsequent to October 31, 2001 in the Ordinary Course of Business) (collectively, the “Acquired Assets”):"ACQUIRED ASSETS"), in each case, as follows: (i) all deposits, withholdings, prepayments, prepaid expenses, credits and refunds of Sellers or their Affiliates that relate solely or primarily to the conduct of the Business, including the items listed in Schedule 2(a)(i). (ii) (a) all Accounts Receivable of the Business (including, without limitation, such unbilled Accounts Receivable and Accounts Receivable collected since the date of the October Balance Sheet) set forth on the face of the October Balance Sheet that are listed on Schedule 2(a)(ii), (b) all additional Accounts Receivable related solely or primarily to the Business as of the Effective Time, and (c) all notes, bonds and other evidences of indebtedness and rights to receive payments that arise out of sales occurring in the conduct of the Business, which are listed in Schedule 2(a)(ii), including any rights of Sellers with respect to any third party collection procedures or any other Claims or causes of action, which have been commenced in connection therewith; (iii) all video equipment, automobiles, tools, parts and other tangible personal property (including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person) that are used or held for use solely or primarily in connection with the conduct of the Business, including the items listed in Schedule 2(a)(iii); (iv) all Inventories held by Sellers, Inventories previously purchased and in transit to Sellers and all Inventories located on customer's premises on consignment, in each case, which are used or held for use solely or primarily in connection with the conduct of the Business (including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person), which are listed in Schedule 2(a)(iv) or obtained since October 31, 2001; (a) The real propertyall of the Acquired Contracts that are listed in Schedule 2(a)(v) (the "ACQUIRED CONTRACTS") and (b) with respect to such Acquired Contracts which are not freely assignable to the Buyer, Improvements thereonthe right to subcontract (from Sellers or their Affiliates) or otherwise obtain the economic benefit therefrom with respect to Acquired Contracts, easementsincluding, licenses without limitation, any right (A) to receive payment for products sold or services rendered and (B) to assert claims and take other rightful actions in respect of breaches, defaults and other rights in real property described in Schedule 2.1(a)violations of such contracts, but subject to the Permitted Liens (the “Real Property”)arrangements, licenses, and other agreements; (bvi) The leasehold interests all Real Property Leases or subleases and rights thereunder relating to real property with respect all Personal Property Leases or subleases described in Schedules 2(a)(vi)(A) and 2(a)(vi)(B), respectively, as to which Seller is lessee set forth in Schedule 2.1(bthe lessor or sublessor (the "ACQUIRED LEASES"), but subject together with any options to purchase the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)underlying property; (cvii) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at all Intellectual Property of Sellers that is used or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller held for use in connection with the Acquired Assets conduct of the Business, which is listed in Schedule 2(a)(vii), and except to the ordinary course extent that it is employed solely or primarily in connection with Excluded Assets, the goodwill and contact telephone numbers associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringement thereto and rights to protection of business during interest therein under the Interim Periodlaws of all jurisdictions, in each case in accordance with Section 5.5including any Intellectual Property arising after the date hereof; (dviii) All Permits all books, records, manuals and other materials (including all pending applications for Permits in any form or renewals thereofmedium) relating of Sellers which relate solely or primarily to the ownership and operation conduct of the Facilities or the Acquired Assets thatBusiness, as including advertising matter, catalogues, price lists, correspondence, mailing lists, lists of the Closing Datecustomers, are transferable by Seller distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, personnel records (subject to Buyer by assignment or otherwise under applicable Law any necessary employee consents), manufacturing and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)quality control records and procedures, blueprints, research and development files, records, data books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files; (eix) Excluding to the Assigned Leases addressed extent their transfer is permitted by law, all Governmental Permits of Sellers which relate to the conduct of the Business, including all applications therefor; (x) all manufacturer warranties and similar rights, express or implied, in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases favor of Sellers with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, any Acquired Asset; (ixi) those Contracts that are material to the ownership or operation all of the Acquired Assets goodwill and that are set forth in Schedule 2.1(e) (going concern value and the “Material Contracts”) and (ii) all other Contracts business appurtenant thereto that relate solely or primarily to the ownership or operation conduct of the Business; and (xii) (a) all of the customer network contracts which relate to the point-to-point, private line services specifically related to the circuits that are listed in Schedule 2(a)(xii), (b) all relationships, goodwill and records associated with the specific circuits that are listed in Schedule 2(a)(xii), and (c) all right, interest and title for any of Sellers' equipment that is used at such customers' premises and that is related solely to the specific circuits that are listed in Schedule 2(a)(xii) (collectively, the "VIDEO NETWORK SERVICES"). The intention of the Parties is to include within the definition of Acquired Assets all of the assets of Sellers, except for the Excluded Assets, that are (x) that are used or otherwise held for use solely or primarily in connection with the conduct of the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(aor (y) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide necessary for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, Business as set forth it currently is being conducted on the date hereof. Each such asset that is not listed in Schedule 2.1(ga schedule specified in this Section 2(a) (the “Assigned Intellectual Property”); (hor described in this Section 2(a) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case but should constitute an Acquired Asset in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as the intention of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingParties shall constitute an Acquired Asset.

Purchase and Sale of Acquired Assets. On Subject to the terms and subject to the conditions set forth in this Agreement, at the ClosingClosing (but effective as of the Effective Time), Seller shall sell, assign, transfer, grant, convey and transfer deliver to BuyerPurchaser, and Buyer Purchase shall purchase, assume acquire and acquire from Selleraccept, all of the assets, properties, rights, and contracts (but not the Liabilities thereunder, except as provided in Section 2.6) in the following paragraphs (a) through (i) (the "Acquired Assets"), free and clear of Liens all liens, security interests, pledges, mortgages, deeds of trust, servitudes, charges, and encumbrances (other than the Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”Encumbrances): (a) The real propertyAll the machinery, Improvements thereonequipment, easementsinventories, licenses furniture, lighting fixtures, trucks, automobiles, cranes, tools, spare parts and other rights tangible personal property or fixtures related to or used in real connection with the Facilities, including, without limitation, all the personal property described and fixtures listed or referenced in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests To the extent assignable, all rights of Seller under or pursuant to all warranties, representations and rights thereunder relating guarantees made by suppliers, licensors, vendors and contractors in connection with Acquired Assets to real property with respect the extent that such warranties, representations and guarantees (i) relate to which Seller is lessee set forth in Schedule 2.1(bclaims that accrue or arise on or after the Effective Time, (ii) create an obligation to repair or replace Acquired Assets (or refund the purchase price therefor), but subject (iii) constitute warranties of title for all personal property, or (iv) relate to claims which have not been asserted prior to the Permitted Liens Effective Time and which affect the nature or value of any Acquired Asset (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect whether or not such claims accrued or arose prior to the Leased Real Property (the “Assigned Leases”Effective Time); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5All Contract Rights; (d) All Permits (including To the extent assignable, all Permits, and any pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)therefor; (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases all Accounts (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”Prepaid); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5;and (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f)13.4, the rights of Seller to insurance proceeds, if any, or claims against third parties resulting from damage, destruction or loss to the use Acquired Assets occurring between the date of this Agreement and the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingClosing Date.

Purchase and Sale of Acquired Assets. On the terms and subject to the conditions set forth in of this Agreement, at the Closing, the Seller Parties shall grant, sell, assignconvey, convey transfer, assign and transfer deliver to BuyerPurchaser, and Buyer shall purchasePurchaser agrees to purchase and accept from the Seller Parties, assume and acquire from Seller, in each case free and clear of Liens all Encumbrances other than Permitted LiensEncumbrances, all of Seller’s the Seller Parties’ right, title and interest in in, under and to the assets, properties and rights of the Seller Parties (other than the Excluded Assets), and including without limitation the following propertiesassets (all such assets, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Owned Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee contracts set forth in or described on Section 2.01(b) of the Disclosure Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned LeasesAssumed Contracts”); (c) The machinery, All fixtures and equipment, toolsincluding spares, furniture, vehicles, Inventories stores and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, consumables used in the case maintenance or repair of intangible personal property equipment (other than Intellectual Propertythe “Fixed Equipment Assets”), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (Intellectual Property, including all pending applications for Permits related goodwill, owned by or renewals thereof) relating licensed to the ownership and operation of the Facilities Company or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) Subsidiary (the “Transferable PermitsCompany Intellectual Property”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) All open purchase orders (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned ContractsPurchase Orders”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and RecordsQualified Current Assets, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinincluding all inventory; (g) All Intellectual Property that is owned by Seller prepayments, refunds, deposits (other than deposits in bank accounts), over-payments and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)prepaid expenses; (h) Subject to Section 2.2(f), the rights of Seller to the use All of the names of Seller Parties’ books and records, including all operational, manufacturing and plant site documentation but excluding the Facilities set forth books and records referenced in Schedule 1Section 2.02(i)); (i) Those Environmental Attributes set forth All owned computer hardware, all rights in Schedule 2.1(ileased computer hardware, and all software and related documentation (including source code, object code and systems documentation) and all rights in licensed software (to the extent that such licenses are freely assignable), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and; (j) All websites, domain names and registrations therefor owned by the Company, except for and excluding the name “MuscleDog”, together with all variations thereof and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of source containing, incorporating or associated with any of the foregoing; (k) All rights of the Seller in and Parties to any claims, actions, causes of action, rights of recoverylawsuits, judgments, rights of set-off, rights of refund to setoff and similar rights demands against a Third Party third parties relating to the Acquired Assets, the Assumed Liabilities or the Business, whether arising by way of counterclaim or otherwise, excluding rights under this Agreement or the other Ancillary Agreements. (l) The vehicles and vehicle leases listed on Section 2.01(l) of the Disclosure Schedule; (m) All Permits and any Assumed Liability, but excluding any applications for Permits to the extent such rights of Seller in, to or Permits may be transferred under any applicable Law; (n) All insurance policies of the Seller or any insurance Parties and all rights to applicable claims and proceeds therefromthereunder, other than the rights to claims and proceeds thereunder with respect to Excluded Liabilities; (o) All employee personnel files for the Transferred Employees; (p) The assets of Seller’s health and welfare plans to the extent contemplated under Section 7.07; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as and (q) The assets of the Effective Date Seller Parties listed on or prior to Closing, Seller will transfer such proceeds to Buyer at Section 2.01(q) of the Closing.Disclosure Schedule;

Purchase and Sale of Acquired Assets. On The Seller shall cause the terms sale and subject transfer to the conditions set forth in this AgreementBuyer, and the Buyer shall purchase, at the Closing, Seller shall sell, assign, convey subject to and transfer to Buyer, upon the terms and Buyer shall purchase, assume and acquire from Sellerconditions contained herein, free and clear of any Liens other than (except Permitted LiensEncumbrances), all of Seller’s the right, title and interest that the Seller possesses, in and to the following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) The real propertyall fixed assets, Improvements thereonincluding vehicles, easementsmachinery, licenses equipment and furniture and other rights personal property owned or used by the Seller in real property described in the operation of the Business, including, but not limited to, those fixed assets reflected on Schedule 2.1(a), but subject to the Permitted Liens ) (the “Real PropertyFixed Assets Schedule”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)Accounts Receivable; (c) The machineryall inventory, equipmentincluding all materials and supplies, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by of the Seller and located at or in transit relating to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in Business or resulting from the operation of any the Business; (d) all Prepaid Expenses; (e) all of the Facilities Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of the Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of the Seller; (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and Tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property, including, without limitation, all proprietary and/or branded products of the Seller (including all documentation, formulae or other Acquired Assetsmaterials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of the Seller’s right, title and interest in and to the name “M2 Dynamics,” or any other names which are derivative thereof or similar thereto, and all trade names or trade expressions utilized by the Seller in the course of the operation of the Business; (i) all of the Seller’s right, title and interest in and to the website ▇▇▇.▇▇-▇▇▇▇▇▇▇▇.▇▇▇, including any Prepayments and all applicable warranties computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or property of manufacturers the Seller relating thereto or vendors used in connection with the Business; (j) all of the Seller’s right, title and interest in and to all telephone numbers used by the Seller in the course of the Business and any and all right, title and interest of the Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by the Seller in the course of the Business, all as set out in Schedule 2.1(j) (the “Telephone, Domain Name & Email Schedule”); provided, however, that, subject to the obligations of the Stockholders set forth in Section 5.5(d) below, the foregoing will not include the personal telephone numbers, such as mobile and home telephone numbers, and personal email addresses, such as Yahoo! or Google Gmail email addresses, of the employees or Stockholders of the Company; (k) subject to the provisions of Section 2.10, all of the Seller’s rights under the Contracts that are in effect on the Closing Date, except for any Contract identified on Schedule 2.2(k); (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to the Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating to the operation of the Business, to the extent that such warranties are transferable; (n) all of the Seller’s catalogs, in each case as in existence on manuals, marketing materials and advertisements and promotional materials; (o) all other properties and assets of the Effective DateSeller of every nature, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period kind and including such additional items as may be acquired by Seller description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Acquired Assets in Business, as the ordinary course of business during same may exist on the Interim Period, in each case in accordance with Section 5.5;Closing Date except only for the Excluded Assets; and (dp) All Permits (including all pending applications for Permits or renewals thereof) goodwill of the Seller relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On At the Closing, pursuant to Sections 105, 363, 365 and 1146 of the Bankruptcy Code and on the terms and subject to the conditions set forth in precedent of this Agreement, at the Closing, Seller Sellers shall sell, transfer, assign, convey and transfer deliver to Buyer, and Buyer shall purchase, assume accept and acquire from SellerSellers, free and clear of any and all Liens and Claims (other than Permitted LiensEncumbrances), all of Seller’s Sellers' right, title and interest in and to the following properties(such right, rights title and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (interest collectively, the “Acquired Assets”"ACQUIRED ASSETS"): (ai) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”); (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee Except as set forth in Schedule 2.1(bSection 2(b), but subject to the Permitted Liens all equipment (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), orbut, in the case of intangible Disputed Equipment, only to the extent set forth in clause (ii) below), furniture, furnishings, automobiles, tools, parts, Inventories and other personal property owned by Sellers and located within the United States; (other than Intellectual Property)ii) Any asset listed on SCHEDULE E, otherwise used primarily in SCHEDULE OF DISPUTED EQUIPMENT, as to which the operation Court determines that Sellers own such asset free any clear of any Lien; (iii) The Assumed Agreements, to the extent the same are assignable under Section 365 of the Facilities Bankruptcy Code or to the extent assignment is consented to by the counter party or counter parties to such agreements, to the extent the same pertain to periods from and after the Effective Time, or the other Acquired Assetstime at which any such Assumed Agreement is actually assumed by Buyer during the Transition Period, as the case may be, including any Prepayments right (A) to receive payment for products sold or services rendered from and all applicable warranties after any such Assumed Agreement's actual assumption by Buyer; and (B) to assert Claims and take other rightful actions in respect of manufacturers or vendors breaches, defaults and other violations of such contracts, arrangements, licenses, leases and other agreements to the extent that such warranties are transferable, in each case as in existence on violations occur from and after the Effective Date, but excluding time at which any such items disposed of Assumed Agreement is actually assumed by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Buyer; (div) All Permits (including all pending applications for Permits or renewals thereof) relating Any leasehold improvements related to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)an Assumed Agreement; (ev) Excluding To the Assigned Leases addressed in extent the same are assignable under Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation 365 of the Acquired Assets Bankruptcy Code or assignment is otherwise consented to, and that are except as set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) on SCHEDULE H, SCHEDULE OF INTELLECTUAL PROPERTY EXCEPTIONS, all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise Intellectual Property used by Sellers in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be including without limitation (but subject to Buyer’s agreement licenses or other rights of use, written or unwritten, granted in favor of certain third parties listed on the SCHEDULE OF INTELLECTUAL PROPERTY EXCEPTIONS) the Intellectual Property set forth on SCHEDULE J, SCHEDULE OF INTELLECTUAL PROPERTY, the U.S. rights to assume in accordance with Section 5.6(a) the name "PSINet" and any derivatives thereof, and any associated trademarks, tradenames, logos and tradedress and all related income, royalties, damages and payments due or payable after the Effective Time (the “Other Assigned Contracts” including, without limitation, damages and payments for future infringements or misappropriations thereof), any and all corresponding rights that, now or hereafter, may be secured and all copies and tangible embodiments of any such Intellectual Property; and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and except to the extent that it does not interfere is employed solely in connection with Buyer’s Excluded Assets, goodwill and contact telephone numbers associated therewith, licenses and sublicenses granted and obtained with respect thereto, remedies against infringement thereto and rights to protection of interest therein under any Assigned Contractthe laws of all jurisdictions, including Buyer’s right any Intellectual Property arising after the date hereof; (vi) Originals or copies of all books, records, manuals and other materials (in any form or medium) relating to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, Assumed Liabilities, Assumed Agreements and Transferred Employees (subject to any necessary consents of such Transferred Employees) (collectively, "BOOKS AND RECORDS"), including any computerized data bases and files, and including advertising matter, catalogues, price lists, correspondence, mailing lists, Customer lists, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, operating records, Tax records, manufacturing and quality control records and procedures, blueprints, research and development files and records, data books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Sellers including books of account, all Customer telephone numbers, addresses and other contact information, lock box account numbers, billing records and other Customer correspondence relating to the applicable covenants in Section 5.5; (f) All Transferred Business, all regulatory filings and other Books and Records, subject Records relating to the right of Seller to retain copies for its use to the extent rates and subject to the conditions set forth herein; (g) All Intellectual Property that is owned services provided by Seller and primarily used Sellers in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)Business; (hvii) Subject to To the extent the same are assignable under Section 2.2(f), 365 of the rights of Seller Bankruptcy Code or to the use extent assignment is consented to by the grantor or issuer thereof, all manufacturer warranties and similar rights in favor of the names of the Facilities set forth in Schedule 1Sellers with respect to any Acquired Asset; (iviii) Those Environmental Attributes set forth All Accounts Receivable, to the extent the same (aa) are outstanding as of Closing, and (bb) are in Schedule 2.1(i)excess of any counterclaims or offsets, excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case but without prejudice to Sellers' rights to continue to collect Accounts Receivable in accordance with Section 5.53(e) prior to Closing for their own account or benefit; andall guaranties and security therefor, and all goods and services giving rise thereto; the rights pertaining to such goods and services and all related insurance and insurance proceeds with respect thereto; (jix) All rights security deposits and prepayments, prepaid expenses, deposits and advances related to the Acquired Assets, whether or not reflected on Sellers' Books and Records and pertaining to the period following the Closing Date; (x) To the extent the same are assignable under Section 365 of Seller the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, all confidentiality, noncompete or nondisclosure agreements executed by vendors, suppliers or employees of Sellers or other third parties, in each case, relating to the Business; (xi) Except as set forth on SCHEDULE I, SCHEDULE OF EXCLUDED CLAIMS AND RIGHTS and subject to any claimsSection 2(b)(iv), all of the rights, Claims, causes of action, choses in action, rights of recovery, rights of set-off, set off and rights of refund and similar rights recoupment of any of Sellers against a Third Party third party and relating to the Acquired Assets and the Assumed Liabilities arising out of transactions occurring subsequent to the Closing Date, net of any offsets or counterclaims (unless such liabilities are assumed by Buyer) and PROVIDED THAT where such rights, Claims or causes of action relate to both Assumed LiabilityLiabilities (or Acquired Assets) and Excluded Liabilities (or Sellers' assets that are not Acquired Assets), Buyer and Sellers shall share such rights, Claims or causes of action in the same proportion as their respective Liabilities (or assets, as applicable) bear to the total liability relating to those rights, Claims or causes of action (or the expected value thereof, as applicable); and (xii) To the extent the same are assignable under Section 365 of the Bankruptcy Code or to the extent assignment is consented to by the counterparty, all Customer lockbox accounts (but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or cash deposited therein prior to Closing5 PM on the Closing Date, Seller will transfer such proceeds to Buyer at which cash shall be the Closingproperty of Sellers).

Purchase and Sale of Acquired Assets. On (a) Subject to and upon the terms and subject to the conditions set forth in of this Agreement, at the ClosingClosing (as defined herein), Seller shall agrees to sell, assign, transfer, convey and transfer deliver to Buyer, and Buyer shall purchase, assume agrees to purchase and acquire from Seller, free and clear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following propertiessubstantially all of Seller’s rights, rights properties and assets owned by Seller constitutingof every kind, nature, character and description (whether real, personal or used in mixed, whether tangible or intangible, and necessary for the operation of, the Business wherever located) and whether or not required to be reflected on a balance sheet (collectively, the “Acquired Assets”):), including the following: (ai) The real propertyall goodwill of the Business as a going concern; (ii) all contracts, Improvements thereonagreements, easementsleases, licenses and instruments or other rights in real property described understandings (whether written or oral) identified in Schedule 2.1(a1.1(a)(ii), but subject to the Permitted Liens including amendments and supplements, modifications, and side letters thereto (collectively, the “Real PropertyAcquired Contracts”); (biii) The leasehold interests all data and rights thereunder databases used in the conduct of the Business or within the possession and control of Seller and relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)Business; (civ) The machineryall accounts receivable, equipmentprepaid expenses, toolsdeposits and rights to refunds, furniturerebates or other discounts due from clients, vehiclessuppliers or other third parties, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to under any of the Acquired Assets, except as specified in Section 1.1(a)(iv); (v) (including without limitation the items of personal property described on Schedule 2.1(c))all cash collected by Seller, orany Seller Principal, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of or any of their Affiliates or by Buyer after the Facilities or Closing Date that is related to the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of revenues recorded by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with Buyer under the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of Contracts after the Closing Date, are transferable including such revenues collected by Seller, any Seller to Buyer by assignment Principal, or otherwise under applicable Law and that are identified as “Transferable Permits” any of their Affiliates; (vi) all assets set forth on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”1.1(a)(vi); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (iivii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Owned IP; and (jviii) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closingall Other Acquired Assets.

Purchase and Sale of Acquired Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shall hereby agrees to sell, assign, convey transfer and transfer assign the following assets and properties and deliver to Buyer, and Buyer shall purchase, assume and acquire from Selleron the Closing Date, free and clear of Liens other than Permitted Liensany Encumbrance, all of Seller’s right, title and interest in and to the following properties, assets and rights and assets owned by Seller constitutingwhich relate to, or are used or held for use primarily in and necessary for the operation of, connection with the Business as set forth below (collectively, the “Acquired Assets”): (a) The real property, Improvements thereon, easements, licenses and other rights in real property described in Schedule 2.1(a), but subject to the Permitted Liens (the “Real Property”)Acquired Inventory; (b) The leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”)Acquired Purchase Orders; (c) The machinery, equipment, tools, furniture, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Assumed Purchase Contracts; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”)Assumed Contracts; (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5Intellectual Property; (f) All Transferred Books the Patterns and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth hereinSamples; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”)Advances; (h) Subject to Section 2.2(f), the rights of Seller to the use of the names of the Facilities set forth in Schedule 1Books and Records; (i) Those Environmental Attributes set forth in Schedule 2.1(i)all brochures, excluding such Environmental Attributes marketing and sales literature, advertising catalogues, photographs, display materials, media materials, packaging materials and other similar items which have been produced by or portions thereof disposed of by for Seller in related to the ordinary course of business during the Interim Period Acquired Assets; (j) all goodwill and including such additional Environmental Attributes as may be acquired by Seller for use in the operation going concern value and other intangible assets, if any, of the Facilities in Business related to the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5Acquired Assets; and (jk) All rights of Seller in to the extent assignable or transferable, all certifications, franchises, approvals, permits, licenses, orders, registrations, certificates, variances and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and other similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to permits or under any insurance policies of Seller or any insurance proceeds therefrom; provided howeverrights, if any, obtained from any Governmental Entity or professional or trade organization to the extent such insurance proceeds relate permits or rights are used in operating the Business and are related to equipment or other tangible property to be transferred to Buyer the Acquired Assets and such equipment or tangible property is not repaired or otherwise restored to its condition as of all pending applications therefor (collectively, the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing“Permits”).

Purchase and Sale of Acquired Assets. On (a) Upon the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date (as hereinafter defined), Seller Purchaser shall purchase from Sellers, and Sellers shall irrevocably sell, assignconvey, convey transfer, assign and transfer deliver to Buyer, and Buyer shall purchase, assume and acquire from SellerPurchaser, free and clear of Liens all Encumbrances (other than Permitted LiensEncumbrances), all of Seller’s Sellers’ right, title and interest in and to the following propertiesassets, rights properties and assets owned by Seller constitutingrights, or used wherever situated, in each case to the extent existing as of the Closing Date and necessary for relating solely to the operation of, the PCS Business (collectively, except to the extent constituting an Excluded Asset) (the “Acquired Assets”): (ai) The real property, Improvements thereon, easements, licenses and other rights in real tangible personal property described in of the PCS Business including without limitation that property set forth on Schedule 2.1(a), but subject to the Permitted Liens 1.1(a)(i) (the “Real PropertyEquipment”); (bii) The leasehold interests and rights thereunder relating inventory related to real property with respect to which Seller is lessee the PCS Business (excluding finished goods inventory of products that are the subject of the Transition Buyback Agreement), including that set forth in on Schedule 2.1(b), but subject to the Permitted Liens 1.1(a)(ii) (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned LeasesInventory”); (ciii) The machinerytechnical information, equipmentpatents, tools, furniture, vehicles, Inventories trademarks and other tangible and intangible personal intellectual property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described set forth on Schedule 2.1(c)), or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a1.1(a)(iii) (the “Transferable PermitsIntellectual Property”) and all goodwill associated therewith; (iv) The contracts related to the PCS Business set forth on Schedule 1.1(a)(iv) (the “Contracts”); (ev) Excluding To the Assigned Leases addressed extent transferable, all Permits used in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect the PCS Business and related solely to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) or Assumed Liabilities (the “Material ContractsAcquired Permits”); and (vi) All customer lists, part number lists, design drawings, design specifications, product engineering designs and (ii) all other Contracts that relate primarily engineering documents, business and financial records, files, books and records relating solely to the ownership PCS Business, to the extent related to Acquired Assets or operation Assumed Liabilities (“Books and Records”). (b) Sellers may retain copies of any Contracts, documents or records which are required to be retained pursuant to any legal requirement or are subject to the attorney-client privilege, for financial reporting purposes, for tax purposes, for legal defense or prosecution purposes or otherwise. Any such documents shall be subject to the confidentiality provisions of Section 12.4 of the Master Purchase Agreement. (c) To the extent that any of the Acquired Assets are not assignable without the consent, waiver or otherwise approval of another Person, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Sellers shall use reasonable efforts to obtain such consents as contemplated by Section 5.1 of the Master Purchase Agreement. If any such consent is not obtained prior to the Closing Date, Sellers shall cooperate with Purchaser in connection with any reasonable arrangement designed to provide for Purchaser the Businessbenefits intended to be assigned to Purchaser under the relevant Contract, a copy including enforcement at the cost of each Seller will provide to Buyer during and for the Interim Period account of Purchaser of any and each all rights of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (Sellers against the “Other Assigned Contracts” and, together with other party thereto arising out of the Material Contracts, the “Assigned Contracts”)breach or cancellation thereof by such other party or otherwise; provided that subject Purchaser shall undertake to and pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent it does not interfere with Buyer’s rights under any Assigned Contractthat Purchaser would have been responsible therefor hereunder if such consent, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, waiver or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, approval had been obtained. Except as set forth in Schedule 2.1(gthe immediately preceding sentence, Sellers and Purchaser shall share the costs and expenses equally in making such arrangements and taking such actions. (d) Notwithstanding anything to the contrary herein, Sellers shall not contribute, convey, assign, or transfer to Purchaser, and Purchaser shall not acquire or have any rights to acquire, any assets of Sellers (the “Assigned Intellectual PropertyExcluded Assets”); (h) Subject other than those specifically referred to in Section 2.2(f), the rights of Seller to the use of the names of the Facilities 1.1.(a) and those set forth on the Schedules identified in Schedule 1; (i) Those Environmental Attributes set forth in Schedule 2.1(iSection 1.1(a), excluding such Environmental Attributes or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; and (j) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On (a) Subject to and upon the terms and subject to the conditions set forth in of this Agreement, at Purchaser shall purchase from the ClosingSeller, and the Seller shall grant, transfer, sell, assignconvey, convey assign and transfer deliver to Buyerthe Purchaser, and Buyer shall purchase, assume and acquire from Selleras a good faith purchaser for value within the meaning of Section 363(m) of the Bankruptcy Code, free and clear of Liens other than Permitted all Liens, interests and Encumbrances to the fullest extent of the Bankruptcy Court’s authority to so order, all of Seller’s rightrights, title and interest of Seller in and to all of the following propertiesassets, rights properties and assets business, other than the Excluded Assets, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned or held by Seller constituting, or used in and necessary for the operation of, the Business as the same existed immediately prior to the Closing and including without limitation all rights, title and interest of Seller as of the Closing Date, in, to and under such of the foregoing as more specifically described below (collectively, the “Acquired Assets”): (ai) The real propertyall raw materials, Improvements thereonwork in process, easementsfinished goods, licenses supplies and inventory of the Seller, and all computer records and other rights in real property described in Schedule 2.1(a), but subject records relating to the Permitted Liens foregoing; (ii) all of the Seller’s accounts receivable, notes receivable or other obligations receivable, other than those notes receivable and other receivables outside the Ordinary Course of Business as set forth on Exhibit 2.1(b) (the “Real PropertyExcluded Receivables”); (biii) The leasehold all personal property and interests therein, including, without limitation, vehicles, machinery, equipment, furniture, office equipment, tools and other tangible property; (iv) all rights thereunder relating to real property with respect of the Seller under all executory contracts and unexpired leases (including, without limitation, license agreements pursuant to which Seller Intellectual Property and Material In-Licensed IP is lessee licensed to Seller), except as set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule Section 2.1(b) with respect to the Leased Real Property or Exhibit 2.1(b) (collectively, the “Assigned Contracts and Leases”); (cv) The machineryall transferable foreign, equipmentfederal, toolsstate or local or other governmental permits (including occupancy permits), furniturecertificates, vehicleslicenses, Inventories and other tangible and intangible personal property owned consents, authorizations, approvals, registrations or franchises held by the Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c))fullest extent such right, or, in the case of intangible personal property (other than Intellectual Property), otherwise used primarily in the operation of any of the Facilities or the other Acquired Assets, including any Prepayments title and all applicable warranties of manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as interest may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Periodtransferred (collectively, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Assigned Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (iivi) all other Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by the Seller and primarily used in connection with the operation of the Facilities(collectively, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (hvii) Subject copies of all books, records, files and papers, whether in hard copy or computer format, including, without limitation, all books, records, materials, manuals, sales and promotional materials and records, advertising materials, customer lists, supplier lists, mailing lists, distribution lists, business plans, litigation files, credit information, cost and pricing information, and all documents embodying the Assigned Intellectual Property, in each case relating to the Acquired Assets, excluding records which are attorney-client privileged or considered attorney work product; (viii) any telephone and facsimile numbers, websites, e-mail addresses and Internet domain names; and (ix) all rights of the Seller as of the Closing Date under the non-competition agreements in favor of the Seller set forth in Exhibit 2.1(a)(ix). (b) Notwithstanding Section 2.2(f2.1(a), the rights of Seller will not be required to sell or transfer to the use Purchaser, and the Acquired Assets shall not include, the following assets or any right or interest in or to any of the names of following assets (collectively, the Facilities set forth in Schedule 1;“Excluded Assets”): (i) Those Environmental Attributes set forth in Schedule 2.1(i)all rights of Seller under this Agreement, excluding such Environmental Attributes the Ancillary Agreements and the agreements and instruments executed and delivered to the Seller by Purchaser pursuant to this Agreement; (ii) any executory contracts and unexpired leases to which the Seller is a party or portions thereof disposed of by Seller in the ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation otherwise is bound if, after taking into account Section 365 of the Facilities Bankruptcy Code, (i) a Consent is required to be obtained from any Person in order to permit the ordinary course sale or transfer to Purchaser of Seller’s rights under such contract or lease and (ii) such Consent shall not have been obtained prior to the Closing (the “Unassigned Contracts and Leases”); (iii) all cash, cash equivalents (including deposits) and securities in entities other than Seller owned by Seller; (iv) all of Seller’s books, records, ledgers, files and documents (except that Purchaser may obtain copies of certain records described in Section 2.1(a)(vii)); (v) Seller’s formal corporate records, including its certificate of incorporation, bylaws, minute books, corporate books, stock transfer records and other records having to do with the corporate organization of Seller; (vi) any Intellectual Property to the extent that the Seller’s rights thereto are subject to the Unassigned Contracts and Leases; (vii) all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets prior to the date of this Agreement; (viii) the Collaboration Agreement dated March 16, 2000 between the Seller and Healtheon/WebMD Corporation, the First Amendment thereto dated January 5, 2001 and the Second Amendment thereto dated February 1, 2002; (ix) the Lease Agreement dated June 5, 2000 between the ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Trustee, or his Successor Trustee, UTA dated 7/20/77 as amended, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Trustee, or his Successor Trustee, UTA dated 7/20/77 as amended, and the Seller, including all amendments thereto; (x) the Lease Agreement dated October 26, 2000 between Newcourt Communications Finance Corporation and the Seller, and all items leased thereunder; (xi) the Master Lease Agreement dated as of August 26, 2001, between De ▇▇▇▇ ▇▇▇▇▇▇ Financial Services, Inc. and the Seller, and all items leased thereunder; (xii) the Subscription Agreement dated as of May 14, 2001, by and between PE Corporation, doing business during through its wholly owned affiliate the Interim PeriodCelera Genomics Group, and the Seller and the Amendment No. 1. thereto dated November 18, 2002 by and between Applera Corporation, through Celera Genomics Group, and the Seller; (xiii) Service Agreement and License No. 1, effective as of November 9, 2001, by and between the Seller and the University of Utah; (xiv) the Excluded Receivables; (xv) any Tax attributes of Seller, including, without limitation, any net operating loss carryovers and any right or claim for a Tax refund attributable to the operations or assets of Seller, whether arising before, on or after the Closing; (xvi) all personnel records and other records that Seller is required by any Law to retain in each case in accordance with Section 5.5its possession; and (jxvii) All rights of Seller in and to any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition those assets specifically identified as of the Effective Date “Excluded Assets” on or prior to Closing, Seller will transfer such proceeds to Buyer at the ClosingExhibit 2.1(b).