Common use of Assets to be Purchased Clause in Contracts

Assets to be Purchased. Subject to the terms and conditions set forth herein, Purchaser agrees to purchase and acquire from the Seller, and the Seller agrees to sell, transfer, assign and convey to the Purchaser, free and clear of any and all liens and encumbrances (excepting obligations imposed by the Location Agreements which shall be assumed by Purchaser and except as set below in this paragraph) approximately 657 installed Pay Telephones located in and around Alexandria, VA and Washington, DC. ("Installed Pay Telephones"), associated enclosures, equipment, inventory, software, computers, fixtures, furniture, tools, parts, supplies, associated Location Agreements, and all assets and records directly used in the operation of the Installed Pay Telephones. All of said assets, including the Installed Pay Telephones, may be collectively referred to herein as the "Assets" and are more fully described below. No liabilities are assumed by the Purchaser except as explicitly described in this Agreement. At Exhibit 1 is set forth a list of known, scheduled liens to which the Assets may be subject, the parties shall obtain the release of said liens by payment of Seller's funds distributed at Closing (as hereafter defined). The Assets include, but are not limited to, the following: (a) Installed Pay Telephones, Equipment and Location Agreements. All equipment, communications equipment, Pay Telephones, enclosures, masts, cables, wiring, electrical wiring, conduit, slabs and related property used in connection with, or located at, all of Seller's Installed Pay Telephones and associated Location Agreements, a true and correct list of which is attached hereto as Exhibit 1-a. All rights, duties, obligations and liabilities arising out of the Location Agreements and attributable to periods prior to Closing shall be retained by Seller and all such rights, duties, obligations and liabilities attributable to periods after Closing shall be assumed by and be the property and obligation of the Purchaser. A few Location Agreements may not be memorialized by a writing but are nonetheless assigned by this Agreement. All written Location Agreements are listed in Exhibit 1-a and the originals of said Agreement are attached to Exhibit 1-a.

Assets to be Purchased. Subject to the terms and conditions set forth herein, Purchaser agrees to purchase and acquire from the Seller, and the Seller agrees to sell, transfer, assign and convey to the Purchaser, free and clear of any and all liens and encumbrances (excepting obligations imposed by the Location Agreements which shall be assumed by Purchaser and except as set below in this paragraphPurchaser) approximately 657 909 installed Pay Telephones located in Arizona, Iowa and around Alexandria, VA and Washington, DC. Utah ("Installed Pay Telephones"), associated enclosures, equipment, inventory, software, computers, fixtures, furniture, tools, parts, supplies, associated Location Agreements, the name "Cottonwood" and all assets and records directly used in the operation of the Installed Pay Telephones. All of said assets, including the Installed Pay Telephones, may be collectively referred to herein as the "Assets" and are more fully described below. No liabilities are assumed by the Purchaser except as explicitly described in this Agreement. At Exhibit 1 is set forth a list of known, scheduled liens to which the Assets may be subject, the parties shall obtain the release of said liens by payment of Seller's funds distributed at Closing (as hereafter defined). The Assets include, but are not limited to, the following: (a) Installed Pay Telephones, Equipment and Location Agreements. All equipment, communications equipment, Pay Telephones, enclosures, masts, cables, wiring, electrical wiring, conduit, slabs and related property used in connection with, or located at, all of Seller's Installed Pay Telephones and associated Location Agreements, a true and correct list of which is attached hereto as Exhibit 1-a. No transfer of any FCCI based technology or equipment is intended by this paragraph. Any FCCI technology or equipment present in the Installed Pay Telephone Base at Closing shall be removed by Buyer and returned to Seller as soon as practical. All rights, duties, obligations and liabilities arising out of the Location Agreements and attributable to periods prior to Closing shall be retained by Seller and all such rights, duties, obligations and liabilities attributable to periods after Closing shall be assumed by and be the property and obligation of the Purchaser. A few Location Agreements may not be memorialized by a writing but are nonetheless assigned by this Agreement. All written Location Agreements are listed in Exhibit 1-a and the originals of said Agreement are attached to Exhibit 1-a.a, (b)

Assets to be Purchased. Subject to (a) Upon the terms and subject to the conditions set forth hereinof this Agreement, Purchaser agrees to purchase and acquire from the Seller, and the Seller agrees to will sell, transfer, convey, assign and convey deliver to Purchaser, and Purchaser will purchase, at the Closing (hereinafter defined), all of the assets of Seller used primarily in the Business, of every nature, kind and description, tangible and intangible, real, personal or mixed, whether or not carried or reflected on the books and records of Seller, excepting only the Excluded Assets (as hereinafter defined). The assets to be sold to Purchaser are sometimes hereinafter referred to as the "Assets". The Assets shall include, without limitation, the following assets which relate primarily to the Purchaser, free Business: (i) all machinery and clear of any and all liens and encumbrances (excepting obligations imposed by the Location Agreements which shall be assumed by Purchaser and except as set below in this paragraph) approximately 657 installed Pay Telephones located in and around Alexandria, VA and Washington, DC. ("Installed Pay Telephones"), associated enclosures, equipment, inventory, software, computerscomputer equipment, fixtures, furniture, office equipment, tools, partsvehicles, supplies, associated Location Agreements, software and all assets other tangible personal property owned by Seller and records directly used exclusively in the operation of the Installed Pay Telephones. All of said assetsfacility located at 1202 Metropolitan Avenue, including the Installed Pay TelephonesBr▇▇▇▇▇▇, may be collectively referred to herein as the ▇▇▇ ▇▇▇▇ (▇▇▇ "Assets" and are more fully described below. No liabilities are assumed by the Purchaser except as explicitly described in this Agreement. At Exhibit 1 is set forth a list of known, scheduled liens to which the Assets may be subject, the parties shall obtain the release of said liens by payment of Seller's funds distributed at Closing (as hereafter defined). The Assets include▇▇▇▇▇▇▇▇ Business") including, but are not limited to, the following:all such personal property identified on Exhibit 1.1 (ai) Installed Pay Telephones(collectively, Equipment the "Personal Property"); (ii) all inventory of Seller wherever located, including raw materials, work-in process, goods in transit, which shall be reflected by purchase orders entered into in the normal course of business (the "Goods in Transit"), finished goods and Location Agreements. All equipment, communications equipment, Pay Telephones, enclosures, masts, cables, wiring, electrical wiring, conduit, slabs and related property used in connection with, or located at, rights to consigned inventory (if any) which inventory will be specifically identified as of the Closing (the "Inventory"); (iii) all of Seller's Installed Pay Telephones interest in customer lists related primarily to the Business; (iv) all governmental and associated Location Agreementsother permits, a true licenses, approvals, certificates of inspection, filings, franchises and correct list other authorizations relating to the operations of the Brooklyn Business (the "Permits and Licenses"); (v) copies of all books, records, sales literature and other data of Seller relating to the Brooklyn Business, provided, however that Seller shall allow Purchaser access to all original books, records and data relating to the accounting, finances or corporate organization of the Business for four years after the Closing upon reasonable requests therefor; (vi) all accounts receivable of Seller as of the Closing (the "Accounts Receivable"); (vii) all claims, causes of action and rights of recovery (including, without limitation, under insurance policies) which relate to the Accounts Receivable; (viii) all rights of Seller to all trade names and marks of Seller, including, but not limited to the names identified on Exhibit 1.1(a)(viii) hereto, and any and all variations thereof and all marks related thereto; and (ix) telephone, facsimile and telex numbers, and all listings in all telephone books and directories for the Brooklyn Business; (x) any and all of Seller's goodwill in and going concern value of the Business. Other than Assumed Liabilities (hereinafter defined), all Assets will be sold, transferred, conveyed, assigned and delivered to Purchaser free and clear of all liens, charges, mortgages, pledges, encumbrances, or other security interests of any kind or nature, arising by operation of law or otherwise (collectively "Security Interests"), liabilities, obligations, rights of third parties (express or implied), restrictions, licenses, rights of reclamation, claims or interests of any kind or nature, including any "interest in property" as defined in Section 363 of the Bankruptcy Code. (b) Notwithstanding the foregoing, Seller will not sell, transfer, convey, assign or deliver to Purchaser, and Purchaser will not purchase from Seller, the following assets (the "Excluded Assets"): (i) the consideration delivered to Seller pursuant to this Agreement; (ii) the minute books (and any documents related to Seller's organization or foreign qualification contained in such minute books), corporate seal and stock records, other than those relating exclusively to the Brooklyn Business; (iii) choses in action, shares of capital stock in and claims against Allpro Corporation, including all rebates and causes of action against Allpro Corporation; (iv) any claims, causes of action and choses in action of Seller including those arising under Sections 362, 510 and 540 through 550 of the Bankruptcy Code; (v) cash, money and deposits with financial institutions and others, certificates of deposit, commercial paper, notes, evidences of indebtedness, stocks, bonds and other investments and intercompany indebtedness; (vi) any federal and state tax refunds due to Seller; (vii) all insurance policies, including all pre-paid insurance; (viii) all vehicles, other than those used exclusively in the operation of the Brooklyn Business; and (ix) all machinery and equipment, computer equipment, fixtures, furniture, office equipment, tools, test equipment, tooling, boats, vehicles, software and other tangible personal property of Seller other than that which is attached hereto as Exhibit 1-a. All rightsexclusively used in the Brooklyn Business; and (x) any inventory consisting of pesticides which do not comply with applicable laws, dutiesrules, obligations and liabilities arising out regulations or ordinances. (c) Within five (5) days of the Location Agreements date of this Agreement, Purchaser shall designate those executory contracts and attributable unexpired leases associated with the Brooklyn Business that Purchaser desires Seller to periods prior assume and assign to Closing shall be retained by Seller and all such rights, duties, obligations and liabilities attributable Purchaser (the "Designated Contracts"); provided that Purchaser may not designate any insurance contracts for assumption or assignment. Subject to periods after Closing shall be assumed by and be obtaining the property and obligation approval of the PurchaserBankruptcy Court, at Closing, Seller shall assume and/or assign to the Buyer all of the Designated Contracts. A few Location Agreements may not be memorialized by a writing but are nonetheless assigned by To permit the assumption and assignment of any of the Designated Contracts to Purchaser pursuant to this Agreement. All written Location Agreements are listed , Purchaser hereby agrees to (i) pay in Exhibit 1-a cash at Closing (A) any associated cure amount required with respect to the Designated Contracts, and (B) any attorneys' fees and costs, interest and/or penalties allowed by the originals Bankruptcy Court with respect to the Designated Contracts, and (ii) to provide adequate assurance of said Agreement are attached future performance under the Bankruptcy Code with respect to Exhibit 1-a.such Designated Contracts.

Assets to be Purchased. Subject to the terms and conditions set forth herein, Purchaser agrees to purchase and acquire from the Seller, and the Seller agrees to sell, transfer, assign and convey to the Purchaser, free and clear of any and all liens and encumbrances except for (excepting i) obligations imposed by the Location Agreements which shall be assumed by Purchaser and except Purchaser, (ii) as set forth below in this paragraphparagraph and (iii) liens and encumbrances arising out of any matter set forth in Exhibit 3-h which liens and encumbrances shall be reserved for in the Escrow referred to in (P) 2(b) hereof, or otherwise indemnified against under the provisions of (P) 15(a) hereof) approximately 657 1,000 installed Pay Telephones pay telephones located in Mississippi, Alabama, Tennessee, Louisiana, Arkansas, Florida and around Alexandria, VA and Washington, DC. Texas ("Installed Pay Telephones"), associated enclosures, equipment, inventory, software, computers, fixtures, furniture, tools, parts, supplies, associated Location Agreements, and all assets and records (or true and exact copies thereof) directly used in the operation of the Installed Pay Telephones. All of said assets, including the Installed Pay Telephones, may be collectively referred to herein as the "Assets" and are more fully described below. No liabilities are assumed by the Purchaser except as explicitly described in this Agreement. At Exhibit 1 is set forth a list of known, scheduled liens to which the Assets may be subject, the parties shall obtain the release of said liens by payment of Seller's funds distributed at Closing (as hereafter defined)) or as otherwise provided in this (P) 1. The Assets include, but are not limited to, the following: (a) Installed Pay Telephones, Equipment and Location Agreements. All equipment, communications equipment, Pay Telephones, enclosures, masts, cables, wiring, electrical wiring, conduit, slabs and related property used in connection with, or located at, all of Seller's Installed Pay Telephones and associated Location Agreements, a true and correct list of which is attached hereto as Exhibit 1-a. All rights, duties, obligations and liabilities arising out of the Location Agreements and attributable to periods prior to Closing shall be retained by Seller and all such rights, duties, obligations and liabilities attributable to periods after Closing shall be assumed by and be the property and obligation of the Purchaser. A few Location Agreements may not be memorialized by a writing but are nonetheless assigned by this Agreement. All written Location Agreements are listed in Exhibit 1-a and the originals of said Agreement are attached to Exhibit 1-a.a, (b) Equipment and Inventory. As described in Exhibit 1-b,

Assets to be Purchased. Subject to (a) Upon the terms and subject to the conditions set forth hereinof this Agreement, Purchaser agrees to purchase and acquire from the Seller, and the Seller agrees to will sell, transfer, convey, assign and convey deliver to Purchaser, and Purchaser will purchase, at the Closing (hereinafter defined), all of the assets of Seller used primarily in the Business, of every nature, kind and description, tangible and intangible, real, personal or mixed, whether or not carried or reflected on the books and records of Seller, excepting only the Excluded Assets (as hereinafter defined). The assets to be sold to Purchaser are sometimes hereinafter referred to as the "Assets". The Assets shall include, without limitation, the following assets which relate primarily to the Purchaser, free Business: (i) all machinery and clear of any and all liens and encumbrances (excepting obligations imposed by the Location Agreements which shall be assumed by Purchaser and except as set below in this paragraph) approximately 657 installed Pay Telephones located in and around Alexandria, VA and Washington, DC. ("Installed Pay Telephones"), associated enclosures, equipment, inventory, software, computerscomputer equipment, fixtures, furniture, office equipment, tools, partsvehicles, supplies, associated Location Agreements, software and all assets other tangible personal property owned by Seller and records directly used exclusively in the operation of the Installed Pay Telephones. All of said assetsfacility located at 1202 Metropolitan Avenue, including the Installed Pay TelephonesBrooklyn, may be collectively referred to herein as New York (the "Assets" and are more fully described below. No liabilities are assumed by the Purchaser except as explicitly described in this Agreement. At Exhibit 1 is set forth a list of knownBrooklyn ▇▇▇▇▇▇▇▇") ▇▇▇▇▇▇▇▇▇, scheduled liens to which the Assets may be subject, the parties shall obtain the release of said liens by payment of Seller's funds distributed at Closing (as hereafter defined). The Assets include, but are not ▇▇▇ ▇▇▇ limited to, the following:all such personal property identified on Exhibit 1.1 (ai) Installed Pay Telephones(collectively, Equipment the "Personal Property"); (ii) all inventory of Seller wherever located, including raw materials, work-in process, goods in transit, which shall be reflected by purchase orders entered into in the normal course of business (the "Goods in Transit"), finished goods and Location Agreements. All equipment, communications equipment, Pay Telephones, enclosures, masts, cables, wiring, electrical wiring, conduit, slabs and related property used in connection with, or located at, rights to consigned inventory (if any) which inventory will be specifically identified as of the Closing (the "Inventory"); (iii) all of Seller's Installed Pay Telephones interest in customer lists related primarily to the Business; (iv) all governmental and associated Location Agreementsother permits, a true licenses, approvals, certificates of inspection, filings, franchises and correct list other authorizations relating to the operations of the Brooklyn Business (the "Permits and Licenses"); (v) copies of all books, records, sales literature and other data of Seller relating to the Brooklyn Business, provided, however that Seller shall allow Purchaser access to all original books, records and data relating to the accounting, finances or corporate organization of the Business for four years after the Closing upon reasonable requests therefor; (vi) all accounts receivable of Seller as of the Closing (the "Accounts Receivable"); (vii) all claims, causes of action and rights of recovery (including, without limitation, under insurance policies) which relate to the Accounts Receivable; (viii) all rights of Seller to all trade names and marks of Seller, including, but not limited to the names identified on Exhibit 1.1(a)(viii) hereto, and any and all variations thereof and all marks related thereto; and (ix) telephone, facsimile and telex numbers, and all listings in all telephone books and directories for the Brooklyn Business; (x) any and all of Seller's goodwill in and going concern value of the Business. Other than Assumed Liabilities (hereinafter defined), all Assets will be sold, transferred, conveyed, assigned and delivered to Purchaser free and clear of all liens, charges, mortgages, pledges, encumbrances, or other security interests of any kind or nature, arising by operation of law or otherwise (collectively "Security Interests"), liabilities, obligations, rights of third parties (express or implied), restrictions, licenses, rights of reclamation, claims or interests of any kind or nature, including any "interest in property" as defined in Section 363 of the Bankruptcy Code. (b) Notwithstanding the foregoing, Seller will not sell, transfer, convey, assign or deliver to Purchaser, and Purchaser will not purchase from Seller, the following assets (the "Excluded Assets"): (i) the consideration delivered to Seller pursuant to this Agreement; (ii) the minute books (and any documents related to Seller's organization or foreign qualification contained in such minute books), corporate seal and stock records, other than those relating exclusively to the Brooklyn Business; (iii) choses in action, shares of capital stock in and claims against Allpro Corporation, including all rebates and causes of action against Allpro Corporation; (iv) any claims, causes of action and choses in action of Seller including those arising under Sections 362, 510 and 540 through 550 of the Bankruptcy Code; (v) cash, money and deposits with financial institutions and others, certificates of deposit, commercial paper, notes, evidences of indebtedness, stocks, bonds and other investments and intercompany indebtedness; (vi) any federal and state tax refunds due to Seller; (vii) all insurance policies, including all pre-paid insurance; (viii) all vehicles, other than those used exclusively in the operation of the Brooklyn Business; and (ix) all machinery and equipment, computer equipment, fixtures, furniture, office equipment, tools, test equipment, tooling, boats, vehicles, software and other tangible personal property of Seller other than that which is attached hereto as Exhibit 1-a. All rightsexclusively used in the Brooklyn Business; and (x) any inventory consisting of pesticides which do not comply with applicable laws, dutiesrules, obligations and liabilities arising out regulations or ordinances. (c) Within five (5) days of the Location Agreements date of this Agreement, Purchaser shall designate those executory contracts and attributable unexpired leases associated with the Brooklyn Business that Purchaser desires Seller to periods prior assume and assign to Closing shall be retained by Seller and all such rights, duties, obligations and liabilities attributable Purchaser (the "Designated Contracts"); provided that Purchaser may not designate any insurance contracts for assumption or assignment. Subject to periods after Closing shall be assumed by and be obtaining the property and obligation approval of the PurchaserBankruptcy Court, at Closing, Seller shall assume and/or assign to the Buyer all of the Designated Contracts. A few Location Agreements may not be memorialized by a writing but are nonetheless assigned by To permit the assumption and assignment of any of the Designated Contracts to Purchaser pursuant to this Agreement. All written Location Agreements are listed , Purchaser hereby agrees to (i) pay in Exhibit 1-a cash at Closing (A) any associated cure amount required with respect to the Designated Contracts, and (B) any attorneys' fees and costs, interest and/or penalties allowed by the originals Bankruptcy Court with respect to the Designated Contracts, and (ii) to provide adequate assurance of said Agreement are attached future performance under the Bankruptcy Code with respect to Exhibit 1-a.such Designated Contracts.