Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and all data and Records related to the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, as each relates to the Business. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and all data and Records related to the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, each as each relates relate to the Business. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of such Seller’s right, title title, and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, the following: (a) all Real Property Leases described in Section 3.6 of every kind and description, wherever locatedthe Seller Disclosure Letter; (b) all Tangible Personal Property, including those items described in Section 3.5(a) of the Seller Disclosure Letter; (c) all Inventories; (d) all Accounts Receivable; (e) all Seller Contracts, provided including those listed in Section 3.17(a) of the same are directly Seller Disclosure Letter, and all outstanding offers or solicitations made by or to any Seller to enter into any Seller Contract (“Bids”), other than Seller Contracts or Bids described in Section 2.2(e); (f) all Governmental Authorizations related to, to or used in connection with, or are or will form a part the operation of the Business but excluding the Excluded Assetsand all pending applications therefor or renewals thereof, as defined including those listed in Section 2.2. All 3.14(b) of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by BuyerDisclosure Letter, a proposed list of which Seller shall deliver to Buyer prior in each case to the Closing Date extent permitted by applicable Legal Requirement and which list shall be subject otherwise transferable to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and all ; (g) the data and Records of each Seller related primarily to or used in the Business, operation of the Business and located at a Business Property including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, engineering design drawings used in the operation of the Business, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence correspondence, files relating to the preparation, prosecution, registration, enforcement or defense of any Business Intellectual Property and other similar documents and Records (“Business Records”). In addition, to the extent any such data or Records are not located at a Business Property, copies of any particular data or Records following reasonable request therefor, and, subject to Legal Requirements, copies of all personnel Records; (h) all of the intangible rights and property of Sellers that relate exclusively to the operation of the Business, including any such goodwill and Business Intellectual Property, as well as the right to s▇▇, at law or in equity, or otherwise recover damages for any and all infringements, misappropriations or dilutions of any Business Intellectual Property; (i) all rights of Sellers relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, in each relates case related to or used in the operation of the Business. Notwithstanding , that are not listed in Section 2.2(c) of the foregoingSeller Disclosure Letter and that are not excluded under Section 2.2(h); (j) all rights in internet domain names used, reserved or owned by any Seller or its Affiliates that are expressly set forth in Section 2.1(j) of the Seller Disclosure Letter; (k) all cash in the bank accounts listed in Section 2.1(k) of the Seller Disclosure Letter; and (l) all of such Seller’s other property and assets, real, personal, or mixed, tangible and intangible, of every kind and description, wherever located, belonging to such Seller and which relate primarily to or are used primarily in the operation of the business currently conducted by the Engineered Products Segment of Sellers that is reported in Parent’s publicly disclosed consolidated financial statements as the Engineered Products Segment, including the design, manufacturing, service and sale of equipment for coiled tubing, acidizing, fracturing, pumping (including nitrogen pumping equipment), railcar movers, seismic equipment systems, silicon controlled rectifiers and switchgear equipment as well as any goodwill associated therewith (but excluding the Excluded Assets) (collectively, the transfer “Business”). All of the Assets pursuant property and assets to this Agreement shall not include be transferred to Buyer hereunder are herein referred to collectively as the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a)“Assets.”

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Seller shall sell, convey, assign, transfer and deliver to BuyerFAC, and Buyer FAC shall purchase and acquire from Seller, free and clear of any Encumbrances Liens (as defined herein) other than Permitted Encumbrances, Encumbrances (as defined in Section 3.8herein), all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets, Assets (as defined below)): (a) all cash, cash equivalents and short-term investments; (b) all real property; (c) all tangible personal property; (d) all inventories; (e) all accounts receivable; (f) all contracts, including those listed in Section 2.2. All 2.1(l) of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1Disclosure Schedule, and all outstanding offers or solicitations made by or to Seller to enter into any contract; (g) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to FAC; (h) all data and Records records related to the Businessoperations of Seller, including client and customer lists and Recordsrecords, referral sources, research and development reports and Recordsrecords, production reports and Recordsrecords, service and warranty Recordsrecords, equipment logs, operating guides and manuals, financial and accounting Recordsrecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents (collectively, “Acquired Records”); (i) all of the intangible rights and Recordsproperty of Seller, including Intellectual Property, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Section 2.1(k) of the Disclosure Schedule; (j) subject to Section 6.9 as each relates to the Business. Notwithstanding the foregoingGeneral Monitor Retirement Savings (401k) Plan, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related all medical, welfare and retirement insurance benefits and plans set forth on Schedule 1.1(j), including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, except for any other Liability of Sellerthe same relating to Excluded Liabilities; (k) all claims of Seller against third parties relating to the Assets, unless Buyer expressly assumes that Liability whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Section 2.1(m) of the Disclosure Schedule, except for any of the same relating to Excluded Liabilities or any claim pursuant to which a Seller or Stockholder has provided indemnification to any Buyer Indemnitee under Section 2.4(a)5 of this Agreement; and (l) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, except for any of the same relating to Excluded Liabilities. All of the property and assets to be transferred to FAC hereunder are herein referred to collectively as the “Assets”.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, Seller shall, and shall cause its Subsidiaries to, sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from SellerSeller and its Subsidiaries, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s 's and its Subsidiaries’ respective right, title and interest in and to all of Seller’s 's and its Subsidiaries’ respective property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets): (a) all cash and cash equivalents on hand or in banks or other depositories, as defined marketable securities, or any other similar investments or accounts; (b) all Tangible Personal Property, including those items described in Section 2.2. All Part 2.1(b); (c) all Inventories; (d) all Accounts Receivable; (e) all fixed assets, including all leasehold improvements (to the property extent owned by Seller and transferable to Buyer) and those assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be listed in Part 2.1(e); (f) all Seller Contracts approved Contracts, including any listed in Part 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (g) all Governmental Authorizations of Seller or any of its Subsidiaries and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval including those listed in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and Part 3.17(b); (h) all data and Records related to the Businessoperations of Seller and its Subsidiaries, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(c); (i) all of the intangible rights and property of Seller and its Subsidiaries, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Parts 3.25(d), (e), (f), (g) and (h); (j) all insurance benefits, including rights and proceeds, arising from or relating to the BusinessPurchased Assets or the Assumed Liabilities prior to the Effective Time; (k) all claims of Seller or its Subsidiaries against third parties relating to the Purchased Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Part 2.1(k); (l) all rights of Seller or its Subsidiaries relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; (m) all Software (including, but not limited to, proprietary software) and other licenses used in the business to the extent such licenses are assignable or transferable; (n) costs and estimated earnings in excess of ▇▇▇▇▇▇▇▇ on uncompleted projects of Seller or its Subsidiaries; (o) platform deposits paid by Seller or its Subsidiaries; (p) prepaid expenses and other current assets of Seller or its Subsidiaries; and (q) deposits paid by Seller or its Subsidiaries related to leased property. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Purchased Assets." Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Purchased Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title title, and interest in and to all of Seller’s property and assets, real, personal personal, or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivablebelonging to Seller and that relate to the Business as conducted immediately prior to the Closing Date (the “Assets”). The Assets shall include, provided the same are directly related but not be limited to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets): (a) all Real Property, as defined including the Real Property described in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be Schedules 3.7; (b) all Tangible Personal Property, including those items described in Schedule 2.1(b); (c) all Inventories; (d) all Accounts Receivable; (e) all Seller Contracts approved Contracts, including those listed in Schedule 3.19(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (f) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval including those listed in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and Schedule 3.16(b); (g) all data and Records related to the Businessoperations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence correspondence, and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, certified copies of all personnel Records and other Records described in Section 2.2(g); (h) all of the Business. Notwithstanding the foregoingintangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings, the transfer of the Assets pursuant to this Agreement shall not include the assumption of name “AVC”, “AVC Specialists” or any Liability related derivative thereof, and those items listed in Schedules 3.24(c), (d), (e) and (f); (i) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or any other Liability of Sellerthe Assumed Liabilities prior to the Closing Date, unless Buyer expressly assumes expended in accordance with this Agreement or relating to a claim, or loss for which Seller or Shareholders are liable or responsible hereunder; (j) all claims of Seller relating to the Assets, whether, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(j), except to the extent Seller or Shareholders may use such claims to defend, offset, or counterclaim any claim made by a third party against Seller or Shareholder with respect to a Liability; (k) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that Liability pursuant to are not listed in Schedule 2.2(d) and that are not excluded under Section 2.4(a2.2(h).

Assets to be Sold. Upon Subject to Sections 2.2, 2.5, 2.6, 2.7 and 6.2, the terms other provisions of this Agreement and subject to the conditions set forth in this AgreementSale Order, at the Closing Seller Closing, Sellers shall sell, convey, assign, transfer and deliver to BuyerBuyer or a designee of Buyer free and clear of all Liens and Liabilities (other than Permitted Liens of the type included in clause (iii) of the definition of Permitted Liens), and Buyer shall purchase purchase, acquire, and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, accept all of Seller’s Sellers’ right, title and interest in and to all of Seller’s property Sellers’ properties, assets and assetsrights of every nature, kind and description, tangible and intangible (including goodwill), whether real, personal or mixed, tangible whether accrued, contingent or otherwise and intangible, of every kind and description, wherever locatedwhether now existing or hereafter acquired, including Accounts Receivablethe following (collectively, provided the “Acquired Assets”): (a) The leases or subleases and all amendments thereto under which any of Sellers is a lessor or lessee or sublessor or sublessee of real property (collectively, the “Real Property Leases”) as set forth on the Assumed Contracts List, including all improvements, fixtures and other appurtenances thereto and rights in respect thereof and any related security deposits; (b) The furniture, fixtures, equipment, machinery, supplies, vehicles, inventory, and other tangible personal property, including the network equipment assets and facilities owned or used by Sellers (collectively, the “Equipment”); (c) The leases which relate to Equipment and leases of dark fiber (collectively, the “Personal Property Leases”) as set forth on the Assumed Contracts List; (d) All Communications Licenses and any other Licenses, including those listed on Schedule 2.1(d) of the Disclosure Schedules, to the extent the same are directly related to, used in connection with, transferable or are or will form a part assignable pursuant to section 365 of the Business but excluding Bankruptcy Code or as otherwise permitted by Law (or, to the Excluded Assetsextent not transferable or assignable, as defined all right, title and interest in Section 2.2. All such Licenses, to the property fullest extent such right, title and assets to interest may be transferred or assigned); provided, that to the extent that Buyer hereunder are herein referred does not require any such Communications License or Licenses, it may in its sole discretion decline to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved acquire such Communications License or Licenses by Buyer, a proposed list of which Seller shall deliver providing written notice to Buyer Sellers prior to the Closing Date Date, in which case such a License shall not be an Acquired Asset hereunder. (e) The Assumed Contracts not described in Section 2.1(a) or 2.1(c) above, including any related security deposits (including the deposits described in Section 3.5(b) hereof), advance payments, customer advances and customer deposits; (f) Except as set forth in Section 2.2(e) and 2.2(f), all rights, demands, claims, actions, rights of set off, counterclaims and causes of action of any kind (collectively, the “Claims”) brought by or for the benefit of any Seller or Operating Subsidiary relating to the operation of the Business; (g) Accounts, notes and other receivables of Sellers (other than pre-Petition carrier gross accounts receivable, including those of ILECs which list shall be subject were recorded on the books and records of Sellers as of May 14, 2003, in an amount up to Buyer’s approval $58.3 million); (h) Any books, records, files or papers of Sellers, whether in its sole discretion and hard copy or computer format, relating to the Acquired Assets or the Non-Transferred Assets (upon such approval shall be attached hereto as Exhibit 2.1, and all data and Records related assets becoming Acquired Assets) or to the operation of the Business, including client management information systems or software owned by Sellers, engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, personnel and employment records, customer lists and Recordslists, referral sourcescustomer information, vendor lists, catalogs, research material, source codes, carrier identification codes, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes and development reports and Recordsquality control data, production reports and Recordsif any, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, as each relates to the Business. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability intangible property and applications for the same but excluding any books, records, files or papers that relate to any Taxes of SellerSellers that are Excluded Liabilities; (i) Any of Sellers’ right, unless Buyer expressly assumes that Liability title or interest in or to any of Sellers’ patents, patent registrations, patent applications, trademarks (including “allegiancetelecom,inc.” and design), trademark registrations, trademark applications, tradenames, copyrights, copyright applications, and copyright registrations relating to the Business and the rights to s▇▇ for, and remedies against, past, present and future infringements thereof and the rights of priority and protection of interests therein under applicable laws (collectively, the “Intellectual Property”); (j) Any computer software programs and databases used by any Seller or Operating Subsidiary, whether owned, licensed, leased, or internally developed to the extent the same are transferable or assignable pursuant to Section 2.4(asection 365 of the Bankruptcy Code or as otherwise permitted by Law (or, to the extent not transferable or assignable, all right, title and interest in such programs and databases, to the fullest extent such right, title and interest may be transferred or assigned); (k) All taxation matrixes utilized by Sellers in the determination of the taxability of products sold by Sellers, other than those which are commercially available; (l) Any telephone numbers, electronic mail addresses, carrier identification codes and local exchange codes used by Sellers in the conduct of the Business; (m) All of Sellers’ currently allocated, assigned, used and unused internet protocol addresses, domain names, and autonomous system numbers from applicable authorities governing the use and structure of the Internet, including the American Registry for Internet Numbers; (n) All bank accounts and lock-boxes, including those listed on Schedule 2.1(n) of the Disclosure Schedules; (o) All transferable rights of Sellers under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold, or services provided, to Sellers or to the extent affecting any Acquired Assets; (p) All rights of Sellers under non-disclosure, confidentiality, non-compete or non-solicitation agreements with employees or agents of Sellers or with third parties; (q) All insurance claims and insurance proceeds (other than with respect to any director and officer, errors and omissions, fiduciary and commercial crime policies) in respect of an Acquired Asset or an Assumed Liability, and with respect to insurance proceeds, to the extent received by Allegiance after the Early Funding Date; (r) All security, vendor, utility and other deposits; and (s) All equity interests including capital stock held by ATCW in each of its direct and indirect reorganized Subsidiaries, other than the stock of Shared Technologies, and the corporate books and records relating to the organization and existence of each such reorganized direct and indirect Subsidiary (collectively, without including Shared Technologies, the “Operating Subsidiaries”).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, the Seller shall sell, convey, assign, transfer and deliver to BuyerBuyers and Buyers shall purchase, and Buyer shall purchase assume and acquire from the Seller, free and clear of any Encumbrances Liens other than Permitted Encumbrances, as defined in Section 3.8, Liens all of the Seller’s 's right, title and interest in and to all of Seller’s property and assets, realthe Assets, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business but excluding except for the Excluded Assets (the "Assets"), as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior including but not limited to the Closing Date and which list shall be subject following: (a) All tangible property, including but not limited to Buyer’s approval in its sole discretion and upon such approval shall be those items described on Schedule 1.1 (a) attached hereto as Exhibit 2.1(the "Tangible Property"); (b) All inventory, property, plants and all data equipment, materials and Records supplies related to the Business, including, but not limited to those items described on Schedule l.l(b) attached hereto (the "Inventory and Equipment"); (c) All of the Seller's Contracts (the "Contracts") and all outstanding offers or solicitations made by or to the Seller to enter into any Contract including, but not limited to, those described on Schedule l.l(c) attached hereto; (d) All Permits, Governmental Authorizations and all pending applications therefor, in each case to the extent transferable to the Buyers, including but not limited to those listed on Schedule l.l(d) attached hereto ("Permits"); (e) All data and records related to the operations of the Business by the Seller and Parent, including but not limited to client and customer lists and Recordsrecords, referral sources, research and development reports and Recordsrecords, production reports and Recordsrecords, service and warranty Recordsrecords, equipment logs, operating guides and manuals, financial and accounting Recordsrecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documentations, documents and Records, as each relates records and subject to the Business. Notwithstanding the foregoinglegal requirements, the transfer copies of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any all personnel records and other Liability records described above; (f) All intangible property of Seller, unless Buyer expressly assumes that Liability pursuant including, but not limited to, those items listed on Schedule 1.1 (f) attached hereto ("Intangible Propertyyy); and (g) Customer deposits, all accounts receivable related to Section 2.4(aadvance ▇▇▇▇▇▇▇▇, and other balance sheet items, including the balance sheet allocations agreed to by the Seller and the Buyers (the "Allocated Balance Sheet")., as set forth on w;

Assets to be Sold. Upon At the Closing, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, convey and transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8Liens, all of Seller’s right, title and interest in and to all of Seller’s property and assetsassets reflected in the Closing Date Balance Sheet and relating to or used in the Business (the “Transferred Assets”). The Transferred Assets shall include, realwithout limitation, the following: (a) all equipment, computer hardware, supplies, materials and other items of tangible personal property owned or mixed, tangible and intangible, of every kind and description, wherever locatedleased by Seller relating to or used in the Business, including Accounts Receivablethose items included in Schedule 2.1(a) (the “Tangible Personal Property”); (b) all Contracts relating to the Business or Transferred Assets (including, provided without limitation, the same are directly Customer Contracts, affiliate program contracts, online agency contracts, contracts pursuant to which Seller obtains rights in DIDs related to, to or used in connection withthe Business, or are or will form a part of the Business including those Contracts included in Schedule 2.1(b), but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as Contracts) (the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1Transferred Contracts”), and all data outstanding offers or solicitations made by or to Seller to enter into any such Contracts; (c) the amount of trade accounts receivable, other accounts receivable, notes receivable and Records related other rights to payment from customers of the Business, including those items included in Schedule 2.1(c) (the “Transferred Receivables”); (d) all Governmental Authorizations and all pending applications therefor or renewals thereof relating to the Business, in each case to the extent transferable to Purchaser, including client those items included in Schedule 2.1(d); (e) all books, records and other data relating to the Business or Transferred Assets (including, without limitation, customer lists and Recordslists, referral sources, research and development reports and Recordsreports, production reports and Recordsmarket research reports, service and warranty Records, equipment logs, operating guides and manualsrecords, financial and accounting Recordsrecords, creative catalogs, printed materials, website materials and all technical data, advertising materials, and promotional materials, studies, reports, correspondence materials and other similar documents records); (f) a paid up, perpetual, royalty free, non-exclusive license under all current issued patents of Seller, any patents issued in the future based upon applications of Seller pending as of the Closing Date, any patents or patent applications that claim or are entitled, in whole or in part, to the priority filing date of any such patents or applications and Recordsany divisional, continuation, continuation-in-part, reexamination, reissue, renewal, extension, or foreign counterpart patents of any such patents or applications; (g) all intellectual property rights used in the Business (including, without limitation, any trading names, trademarks, service marks (including rights to the trade name and trademark “Faxwave”), trademark and service ▇▇▇▇ applications, copyrights, trade secrets, know-how, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints owned, used, or licensed by Seller as each relates licensee or licensor and all Internet domain names (including but not limited to ▇▇▇▇▇▇▇.▇▇▇, ▇▇▇▇▇▇▇.▇▇▇ and all other domain names including the word fax) and other proprietary or intangible rights owned or held for use under license relating to the Business. Notwithstanding , including those items included in Schedule 2.1(g) (the “Intellectual Property”); (h) the Fax Patent Assets; (i) all claims of Seller against third parties arising with respect to any of the foregoing, including contingent claims; and (j) the transfer goodwill associated with any of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a)foregoing.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s 's right, title and interest in and to all of Seller’s 's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets), as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the which Assets shall be thereafter assigned by the Buyer to RehabCo, Inc., a wholly-owned subsidiary of the Buyer ("RehabCo"): all Tangible Personal Property, including those items described on Schedule 2.1(b); all Inventories; all Seller Contracts approved Contracts, including those listed on Schedule 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; all Governmental Authorizations and all pending applications therefore or renewals thereof, in each case to the extent transferable to Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and including those listed on Schedule 3.17(b); all data and Records related to the Businessoperations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e- mail addresses and listings; all claims of Seller against third parties relating to the Business. Assets, whether choate or inchoate, known or unknown, contingent or non-contingen▇, All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a)Assets.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances (other than Permitted Encumbrances, as defined in Section 3.8), all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivablenecessary, provided the same are directly related to, associated with or used in connection withthe Business, or are or will form a part of including the Business following (but excluding the Excluded Assets): (a) all Tangible Personal Property, as defined including those items described in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be Part 2.1(a); (b) all Inventories; (c) all Accounts Receivable; (d) all Seller Contracts approved by Buyerlisted in Part 3.19 (unless specifically listed in Part 2.2(f)); (e) all Governmental Authorizations and all pending applications therefor or renewals thereof, a proposed list of which Seller shall deliver in each case to the extent transferable to Buyer prior to and necessary or used in the Closing Date and which list shall be subject to Buyer’s approval Business, including those listed in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and Part 3.16(b); (f) all data and Records related to the operations of the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); (g) all of the intangible rights and property of Seller necessary or used in the Business, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings; (h) all insurance benefits, including rights and proceeds, arising from or relating to the BusinessAssets or the Assumed Liabilities prior to the Effective Time, unless extended in accordance with this Agreement; (i) all claims of Seller against third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; and (j) all rights of Seller necessary or used in the Business relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d) and that are not excluded under Section 2.2(h). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon (a) On the terms and subject to the conditions set forth in of this Agreement, at Seller shall, on the Closing Seller shall Date, sell, convey, assign, transfer transfer, convey and deliver to BuyerPurchaser or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser, and Buyer Purchaser shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8on the Closing Date, all of Seller’s 's right, title and interest in and to all of Seller’s property and the following assets, realin each case owned or leased by Seller and used primarily or, personal or mixedin the case of clause (iv) of this Section 1, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used solely in connection with, or are or will form a part of the Business but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list business of which Seller shall deliver to Buyer prior to Cray Solutions at the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto (collectively, the "Assets"): (i) the office lease agreement, dated October 20, 1993, between Metropolitan Life Insurance Company, as Exhibit 2.1landlord, and Cray Research, Inc. (as successor in interest of Savant Systems, Inc.), as tenant (the "Dallas Lease"); (ii) all data furniture, fixtures, equipment, machinery and Records related to other tangible personal property at ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ (the Business"Dallas Facility"); (iii) all books of account, including client general, financial, tax and customer lists and Recordspersonnel records, referral sourcesinvoices, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reportssupplier lists, correspondence and other documents, records and files and all computer software and programs and any rights thereto; (iv) all intellectual property, goodwill, trade secrets and other intangible personal property; (v) all sales and promotional literature, customer lists and other sales-related materials; and (vi) all rights under all contracts, subcontracts, licenses, sublicenses, agreements, leases, purchase orders, customer orders, commitments and similar documents binding arrangements of Seller, including, without limitation, all non-compete agreements between Seller and Records, as each relates to the Business. any Transferred Employee. (b) Notwithstanding the foregoing, the transfer Assets shall exclude the following assets owned or leased by Seller (the "excluded Assets"): (i) all cash, cash equivalents and bank accounts; (ii) all accounts receivable, notes and other amounts receivable from third parties (including, without limitation, customers and employees) arising from the conduct of the Assets pursuant business of Cray Solutions on or before the Closing Date, including, without limitation, all amounts receivable under invoices for services performed by Cray Solutions on or before July 31, 1996; (iii) all claims, causes of action, chases in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds) pertaining to, arising out of or inuring to the benefit of the business of Cray Solutions on or before the Closing Date; (iv) all rights of Seller in and to the names "Cray" and "Cray Solutions" ; (v) all rights of Seller under the consulting services agreement, dated March 1, 1995 (the "TIG Agreement"), between TIG Insurance Company and Cray Research, Inc.; and (vi) all rights of Seller under this Agreement shall not include the assumption of and any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a)agreements ancillary hereto.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Seller shall, and shall cause its Affiliates to, sell, convey, assign, assign and transfer and deliver to Buyer, and Buyer shall purchase and acquire from Selleracquire, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8Encumbrance, all of Seller’s right, title the following properties and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business assets (but excluding the Excluded Assets): (a) all inventories of Seller and its Affiliates that are Related to the Business, wherever located, owned by Seller or its Affiliates as defined of the date of this Agreement, including all finished goods, work in process, raw materials, spare parts, packaging and labeling materials, and all other materials and supplies to be used or consumed by Seller or its Affiliates in the production or supply of finished goods that are Related to the Business (collectively, the "Inventory"); (b) all machineries, equipment, tools, furniture, office equipment, computer hardware, supplies, materials and other items of tangible personal properties (other than those items of tangible personal properties described in any other provisions of this Section 1.1 and items of tangible personal properties relating to the ERP System and the Production System) of every kind owned or leased by Seller and its Affiliates as of the date of this Agreement that are Related to the Business (collectively, the "Tangible Personal Property"), including all tangible personal properties listed on Section 2.4(b) of the Disclosure Schedule; (c) subject to Section 1.9, all Applicable Contracts that are identified as "Assumed Contracts" on Section 2.8(a) of the Disclosure Schedule, but excluding the Excluded Contracts (collectively, the "Assumed Contracts", and each, an "Assumed Contract"); (d) all documents, records, electronic and other data and other compilations of information in any form Related to the Business in the possession or control of Seller or its Affiliates (including MFRI and any other Affiliates of Seller engaged in the Filter Bag Business) as of the date of this Agreement, including, without limitation, all customer and supplier lists, inventory and cost records, sales records, accounts receivable, aging reports, blueprints, production reports and records, bills of materials, service and warranty records, inventory files, operating guides and manuals, financial and accounting records and copies of all data files and databases to the extent that it is commercially reasonable to copy such data files and databases (it being understood that Seller shall have the right to (i) copy and utilize for the sole purpose of paying the Accounts Payable and collecting the Accounts Receivable all files and databases contained in, used in or generated by the ERP System and (ii) to copy and retain all files and databases contained in, used in or generated by the Production System that are Related to the Business), provided, that (i) Seller shall cease using and shall delete, purge or render permanently unusable all ERP System files in accordance with the method set forth in Section 2.24.10 (other than those ERP System files that Seller (or any Affiliate thereof) is required to retain and/or access in order to comply with Legal Requirements or bona fide record-keeping or archival policy requirements of Seller (or any Affiliate thereof)) no later than 180 days after the Closing Date; and (ii) all records, electronic and other data, or compilations of information that are Related to the Business which are owned or controlled by, and in the Information System of, Midwesco Filter Resources, Inc., a subsidiary of MFRI ("Midwesco"), shall be excluded for purposes of this Section 1.1 and shall instead be redacted or rendered not useable in accordance with the procedures set forth in Section 4.10; (e) except for the Excluded Assets set forth in Sections 1.2(l) and (m), all of the intangible rights and Seller Intellectual Property of Seller and its Affiliates as of the date of this Agreement that are Related to the Business, including the Owned Intellectual Property, and all going concern value and goodwill of Seller that is Related to the Business (it being understood that to the extent any IP License is an Assumed Contract and/or any other Seller Intellectual Property was acquired by Seller and/or its Affiliates pursuant to an Assumed Contract, the transfer of such IP License and/or such other Seller Intellectual Property shall be subject to Section 1.9); (f) all causes of action of Seller and its Affiliates against third parties related to the Assets (including the right to bring claims arising out of any manufacturers’ or vendors’ warranties issued for the benefit of Seller and its Affiliates with respect to the Assets) (for the avoidance of doubt, such causes of action shall not include the right to bring claims arising under or in connection with any insurance policies owned by Seller or under which Seller is a beneficiary or any Tax Returns of Seller for periods prior to the Closing Date); (g) all rights of Seller and its Affiliates relating to deposits and prepaid expenses as of the date of this Agreement and claims for refunds and rights to offset in respect thereof that are Related to the Business, in each case which are not excluded under Section 1.2(f) or (g). All of the property properties and assets to be transferred to Buyer hereunder are herein referred to collectively as the “"Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and all data and Records related to the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, as each relates to the Business". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall will not include the assumption of any Liability related to the Assets liability or any other Liability of Seller, obligation in respect thereof unless Buyer expressly assumes that Liability such liability or obligation pursuant to Section 2.4(a1.3(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, Encumbrances all of such Seller’s right, title title, and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever locatedthe Business, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets, ): (a) all Tangible Personal Property; (b) all Inventories; (c) Except as defined set forth in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be 2.2(k), all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1Contracts, and all outstanding offers or solicitations made by or to any Seller to enter into any Contract related solely to the Business (the “Assigned Contracts”); (d) the Real Property Lease set forth in the Seller Disclosure Letter, together with any leasehold improvements thereunder (the “Assigned Lease”); (e) all Governmental Authorizations related solely to the Business and all pending applications therefor or renewals thereof, in each case to the extent permitted by applicable Legal Requirement and otherwise transferable to Buyer; (f) the data and Records of each Seller related solely to the BusinessBusiness that, consistent with such Seller’s past practices, are located at a facility located on the land or located at a property subject to a Real Property Lease, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; (g) all of the intangible rights and property of Sellers used solely in the Business, as including going concern value, goodwill, Software, and the Owned Intellectual Property (including Sellers’ right, title and interest in or to any assumed fictional business names, trade names, registered and unregistered trademarks, service marks, applications, logos, icons or any other trade designation or derivative of “FastTrack” or “Exchange Lynx”); (h) all rights in the internet web sites and internet domain names set forth in the Seller Disclosure Letter; and (i) all claims of Seller against Third Parties relating to the Business or the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; and (j) all rights of Sellers relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, in each relates case related to the Business. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, to the transfer extent that any of the Assets Assigned Contracts (other than those required to be assigned or renewed pursuant to Section 2.8(a)(ix) hereof) are not assignable without the consent, waiver or approval of another party, this Agreement shall not include constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Parent and Sellers, in consultation with Buyer, shall use reasonable efforts to obtain such consents as contemplated by Section 5.1 hereof, and Buyer shall submit any financial information reasonably requested by the assumption contract party in connection with the purchase of the Business in applying for such consents. If any such consent is not obtained prior to the Closing Date, Parent and Sellers shall cooperate with Buyer in any reasonable arrangement designed to provide for Buyer the benefits intended to be assigned to the Buyer under the relevant contract, including enforcement at the cost and for the account of the Buyer of any Liability related and all rights of the Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided that Buyer shall undertake to (i) pay or satisfy the corresponding Liabilities for the enjoyment of such benefit to the Assets extent that Buyer would have been responsible therefor hereunder if such consent, waiver or approval had been obtained, (ii) pay all the reasonable costs and expenses of Parent and Sellers, other than non out-of-pocket expenses (e.g., time of Parent’s and Sellers’ employees), in providing such arrangements and taking such actions, and (iii) indemnify Parent and Sellers in full for any other Liability of Sellerloss, unless Buyer expressly assumes that Liability pursuant claims or damages resulting to Section 2.4(a)Parent and Sellers (including reasonable attorneys’ fees and expenses) in providing such arrangements and taking such actions.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be listed on Exhibit 2.1 attached hereto as Exhibit 2.1hereto, and all data and Records related to the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, copies of financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, as each relates to the Business. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at effective as of the Closing Effective Time, Seller shall hereby agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer shall hereby agrees to purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s rightrights, title and interest interests in and to all of Seller’s property and assets, assets (real, personal or mixed, tangible and intangible, ) of every kind and description, wherever located, including Accounts Receivableowned, provided the same are directly related to, held or used in connection with, or are or will form a part the conduct of the Business by Seller, but excluding the Excluded Assets, as defined in Section 2.2. All the property and Assets (all such assets to be transferred to Buyer hereunder are being herein referred to collectively as the “Acquired Assets.” Included with ”), including, except to the Assets shall be extent constituting Excluded Assets, the following: (a) all interests of Seller Contracts approved in real property, including the Michigan Facilities and any other Owned Real Property and the Leased Real Property; (b) all Tangible Personal Property, including those items described in Schedule 2.1(b); (c) all Inventories; (d) all Accounts Receivable; (e) all Contracts, including those listed in Schedule 3.20(a), and all outstanding bids, offers or solicitations made by Buyeror to Seller to enter into any Contract; (f) all Governmental Authorizations and all pending applications therefor or renewals thereof, a proposed list of which Seller shall deliver including those listed in Schedule 3.17(a), in each case to the extent transferable to Buyer prior (but if any Governmental Authorization cannot be transferred, Seller agrees to the Closing Date cooperate with and which list shall be subject to reasonably assist Buyer in obtaining such Governmental Authorization, at Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and expense); (g) all data and Records related to the Businessoperations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f); (h) all of the intangible rights and property of Seller, including all Intellectual Property Rights, Licensed Rights, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings and those items listed in Schedules 3.25(a) and 3.25(d); (i) all insurance benefits, including rights and proceeds, arising from or relating to the BusinessAcquired Assets or the Assumed Liabilities prior to the Effective Time, unless expended prior to or in accordance with this Agreement; (j) all claims of Seller against any other Person and relating to the Business or the Acquired Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent; and (k) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof. Notwithstanding the foregoing, the transfer of the Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets Business or any other Liability of Seller, the Acquired Assets unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s and all of the Bankruptcy Estate’s right, title and interest in and to all of Seller’s and all of the Bankruptcy Estate’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business Business, including specifically, but not limited to (i) those assets set forth in Exhibit 2.1, (but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer), a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and (ii) all data and Records related to the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, each as each relates relate to the Business, provided that the Seller shall be permitted, at its expense, to retain copies of all records that it reasonably determines may be required by such Seller in the future to (A) enable the Seller to protect or collect post-Closing Excluded Assets or (B) defend or prosecute Proceedings brought by or against the Seller or the Seller’s officers, directors, employees or agents, (iii) any and all personal property, whether tangible or intangible, including all furniture, fixtures, equipment (including computers and other data processing and telecommunicating equipment), and any other property that is used or held by Seller for use in connection with the Business, (iv) any Account Receivable, (v) any and all credits, claims for refunds and reimbursements, prepaid expenses, deferred charges, advance payments, prepaid items, deposits or escrows with landlords, in each case relating to the any of the foregoing, (vi) to the extent legally assignable, any and all licenses, permits, franchises, certificates of authority or orders issued by any Governmental Body with respect to the conduct of the Business by the Seller, (viii) the leasehold interests of Seller, as lessee, in the Leased Real Property related to the Business set forth on Part 3.7, (ix) the Seller Contracts, (x) any and all rights, warranties, guarantees and recourse (other than Avoidance Actions) to past providers of professional services and materials by third parties contracting with the Seller with regard to the Purchased Assets, (xi) any insurance proceeds payable in respect of any of the Assets arising from claims filed by the Seller prior to the Closing Date, (xii) any and all litigation claims, rights, causes of action offsets and other legal rights and actions of the Seller against third parties and Governmental Bodies arising out of or related to the Assets and the Business, whether arising pre- or post-petition (which matters, to the extent they are Proceedings, are identified in Part 3.16(a), other than any Avoidance Actions and Retained Liabilities, (xiii) all goodwill of or relating to the Business and the Assets (xiv) all Intellectual Property Assets (as defined in Section 3.23) and all computer software owned or licensed by Seller for use in connection with the Business (collectively, the “Assets”). Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Seller shall sell, conveytransfer, assign, transfer convey, and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title title, and interest in and to all of Seller’s property and the assets, properties, and rights of every nature, kind, and description, tangible and intangible (including goodwill), whether real, personal personal, or mixed, tangible and intangiblewhether accrued, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection withcontingent, or are otherwise and whether now existing or will form a part hereinafter acquired, relating to or used or held for use in the operation of the Business including, without limitation, the following (but excluding the Excluded Assets): a. the Tangible Personal Property listed in Schedule B.1.a; b. all Accounts Receivable, as defined any cash or cash equivalents assigned to a payable related to an Assumed Liability, the Assigned Bank Accounts, and any deposits, prepayments, or other amounts held by Seller on behalf of any third-party listed in Section 2.2. All Schedule B.1.b; ​ c. all Seller Contracts, including all Carrier Contracts, to the property and assets to be transferred extent transferable to Buyer hereunder are herein referred to collectively as listed in Schedule B.1.c (the “Assets.” Included Assumed Contracts”); d. all rights to operate the Business as a going concern; e. all rights of Seller under any non-competition provisions or similar restrictive covenants in any employment agreements with current or former employees or independent contractors of the Assets shall be all Seller Contracts approved by BuyerBusiness, a proposed list of which Seller shall deliver to Buyer prior in each case to the Closing Date and which list shall be subject extent transferable to Buyer’s approval ; f. all Governmental Authorizations and all pending applications therefor or renewals thereof, in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and each case to the extent transferable to Buyer; g. all data and Records related to the BusinessBusiness and operations of Seller, including the Client Information listed in Schedule B.1.g, and any other client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence correspondence, and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; h. all insurance benefits, as each relates including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date; i. all claims of Seller against third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, and contingent or noncontingent; j. all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof; k. all of the Intangible Personal Property of Seller, including the Intellectual Property Assets listed in Schedule B.1.k, associated goodwill, going concern value, and the telephone, telecopy, and listings used in connection with the Business and the Assets; and l. all other properties and assets of every kind, character, and description, tangible or intangible, owned by Seller and used or held for use in connection with the Business, whether or not similar to the items specifically set forth above. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” ​ Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).B.3. ​

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s 's right, title and interest in and to all of Seller’s 's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets): (a) all Tangible Personal Property, as defined including those items described in Section 2.2. All the property Schedule 2.1(a); (b) all cash, cash equivalents and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be short-term investments (c) all Inventories; (d) all Accounts Receivable; (e) all Seller Contracts approved Contracts, including those listed in Schedule 3.18(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (f) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval including those listed in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and Schedule 3.16(b); (g) all data and Records related to the Businessoperations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(d); (h) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, Seller's name and any derivative of Seller's name, goodwill, world wide web address and site, telephone, telecopy and email addresses and listings; (i) all insurance benefits, including rights and proceeds, arising from or relating to the BusinessAssets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement; (j) all claims of Seller against third parties relating to the Assets or Assumed Liabilities, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or non-contingent, including all such claims listed in Schedule 2.1(k); and (k) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof relating to the Assets or Assumed Liabilities. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title and interest in and to all of Seller’s property assets related to Seller’s TeleSmart and assetsTeleMetrics products (the “Products”). Such assets include any and all hardware, realproprietary Software, personal or mixedthird party Software, tangible know-how and intangible, of every kind documentation related to the operation and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part service of the Business but excluding Products, all Contracts and revenue streams related to the Excluded Products, all Intellectual Property Assets, as defined in Section 2.2proprietary information and other intellectual property or Records related to the Products, and any other tangible or intangible rights related, directly or indirectly, to the Products, including, without limitation, those assets described on Schedule 2.1 attached hereto and incorporated herein by this reference. All Without limiting the property and assets to be transferred to Buyer hereunder are herein referred to collectively as generality of the “Assets.” Included with foregoing, the Assets shall be include: (a) all Accounts Receivable related to the Products that arise on and after June 8, 2002; (b) all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior related to the Closing Date Products, and which list shall be subject all outstanding offers or solicitations made by or to Seller to enter into any Contract related to the Products; (c) all Governmental Authorizations related to the Products and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and ; (d) all data and Records related to the BusinessProducts, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial Records and accounting Recordsreceipts, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, as each relates ; (e) all of the intangible rights and property of Seller related to the BusinessProducts, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings; (f) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (g) all claims of Seller against third parties relating to the Assets, whether c▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Part 2.1(g); and (h) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof with respect to the Products. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title title, and interest in and to all of Seller’s property and assets, real, personal personal, or mixed, tangible and intangible, of every kind and description, wherever located, belonging to Seller and which relate to the business currently conducted by Seller as a going concern, including Accounts Receivablethe design, provided manufacture, and sale of its damper and expansion joint products and the same are directly related tofurnishing of installation services to customers as well as any goodwill associated therewith (the “Business”), used in connection with, or are or will form a part of including the Business following (but excluding the Excluded Assets): (a) all Tangible Personal Property, as defined including those items described in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be Schedule 2.1(a); (b) all Inventories; (c) all Accounts Receivable; (d) all Seller Contracts approved Contracts, including those listed in Schedule 3.17(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract, in each case to the extent assignable; (e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval including those listed in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and Schedule 3.14(b); (f) all data and Records related to the Businessoperations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence correspondence, and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(g); (g) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, and, to the Business. extent assignable, telephone, telecopy and e- mail addresses and listings, and those items listed in Schedules 3.22(f) and (h); (h) all claims of Seller relating to the Assets, whether, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(h); (i) all rights of Seller relating to deposits and prepaid expenses, claims for refunds (other that in respect of Taxes) and rights to offset in respect thereof that are not listed in Schedule 2.2(d) and that are not excluded under Section 2.2(i); and (j) all rights in connection with and assets of the Employee Plans listed in Schedule 2.1(j) (the “Assumed Plans”) All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon In reliance on the terms representations and warranties contained in this Agreement and subject to the terms and conditions set forth in of this Agreement, at the Closing Seller shall will sell, convey, assign, transfer assign and deliver to Buyer, and Buyer shall purchase and acquire from Sellerdeliver, free and clear of any all Claims and Encumbrances (other than Permitted Encumbrances), to Buyer and Buyer will purchase from Seller at the Closing (as such term is defined in Section 3.8, 3.1) all of Seller’s 's right, title and interest in and to all of Seller’s property 's assets and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business but business (excluding the Excluded Assets, Assets as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively ) as the “same may exist on the Closing Date (as defined in Section 3.1) (collectively, the "Assets.” Included "). The Assets will include without limitation and with the Assets shall be exception of the Excluded Assets, all of the assets (i) which are reflected in Seller's Financial Statements (as defined in Section 4.7), and (ii) which have been acquired by Seller Contracts approved by Buyerafter the date of such Financial Statements, a proposed list subject, in each case, to the use of which Seller shall deliver to Buyer raw materials and supplies, collection of accounts receivable, realization of prepaid expenses, performance of contracts in full, expenditure of cash and other dispositions of assets, all in the ordinary course of business prior to the Closing Date Closing, and which list shall be subject to Buyer’s approval the provisions of this Agreement. The Assets to be sold include, but are not limited to, the following: 2.1.1. all of Seller's rights to the Technology, the right to market and distribute the Technology, and the good will associated therewith; 2.1.2. all of Seller's rights in the trademarks, trade names and logos (including registrations and applications for registration of any of them) now or previously used by Seller in connection with its sole discretion business, the Technology or otherwise, together with the good will of the business associated with those trademarks, trade names and upon such approval shall be attached hereto as Exhibit 2.1logos; 2.1.3. all of Seller's copyrights (including, without limitation, with respect to the Technology any registrations and applications for registration of those copyrights), and all data of Seller's rights of every kind and Records related nature in and relating to editorial materials, photos, art work, mechanicals and files, together with the Business, including client good will of the business associated with those copyrights; 2.1.4. all of Seller's past and current mailing lists and customer lists and Recordsall materials used for mailing list development, referral sourcescustomer promotion and fulfillment of orders; 2.1.5. all of Seller's rights under license agreements, research orders, leases, commitments, contracts, arrangements and development reports other agreements (including, but not limited to, orders or agreements for the purchase of supplies and Recordsfor the receipt of services in connection with the operation of Seller's business) which remain unperformed or unfulfilled on, production reports or by their terms continue in effect after the Closing Date, to the extent such orders, leases, commitments, contracts, arrangements and Recordsother agreements are accepted by the Buyer (other than those agreements listed as "Agreements not Assumed" on Schedule 4.15.2), service to receive goods and warranty Recordsservices pursuant to, equipment logsand to assert claims and take other rightful actions in respect of breaches, operating guides defaults and manualsother violations of, financial such contracts; 2.1.6. all of Seller's other books, records, files, data and accounting Recordsproprietary information relating to Seller's business and to its mailing lists, creative materialscustomers and the operation of Seller's business, advertising materialsbut excluding account books of original entry and general ledgers (any such excluded records and data to be retained at Seller's executive offices in Austin, Texas, or at such other place in Texas or California as the Seller may notify the Buyer in writing, and made available by Seller (or Seller's successor in interest) for inspection by Buyer at any time during normal business hours for a period of five (5) years after the Closing Date, and Buyer, at its own expense, may make such copies and extracts as it may desire); 2.1.7. all of Seller's accounts receivable; 2.1.8. all of Seller's inventory of advertising, sales and customer material, forms, labels, insert cards, envelopes, promotional materials, studies, reports, correspondence and other similar documents supplies used in connection with Seller's business; 2.1.9. all computer and Recordsautomatic machinery software and programs, as each relates and all the tangible embodiments thereof (including, by way of example and not limitation, all tapes, disks, cards and all copies stored on the hard disks or other mass storage components of all such computers and automatic machinery), and all the user and other documentation with respect to the Businessforegoing owned by Seller and copies of the foregoing which Seller has the right to copy but does not own; 2.1.10. Notwithstanding the foregoingall machinery, equipment, furniture, furnishings, tools and parts and similar property; 2.1.11. all inventories of paper and other raw materials, work in process, finished products and supplies (collectively, the transfer "Inventories") including Inventories held at any location for or controlled by Seller and Inventories previously purchased and in transit to Seller at such locations; 2.1.12. all other tangible assets owned by Seller; 2.1.13. all products and any products under research or development prior to or on the Closing Date; 2.1.14. all deposits paid on machinery and equipment or other Assets; 2.1.15. all prepaid expenses of Seller; 2.1.16. to the extent the same are transferable, all federal, state or local governmental or regulatory permits, licenses, approvals and franchises which are owned or have been received by Seller in connection with the operation of its business or the ownership of the Assets pursuant to Assets; 2.1.17. all bank balances, cash on hand and cash equivalents of Seller at the Closing Date; and 2.1.18. all other rights, properties and assets owned by Seller not otherwise described in this Agreement shall not include the assumption of any Liability related to character whatsoever, wherever located, and not expressly excluded from the Assets or any other Liability by Section 2.2 and all good will of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title and interest in and to all of Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval is set forth in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and all data and Records related to the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, each as each relates relate to the Business. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s 's right, title and interest in and to all of Seller’s 's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets): (a) all Real Property, as defined if any; (b) all Tangible Personal Property, including those items described in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be Part 2.1(b); (c) all Inventories, if any; (d) all Accounts Receivable; (e) all Seller Contracts approved Contracts, including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (f) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval including those listed in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and Part 3.17(b); (g) all data and Records related to the Businessoperations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; (h) all of the intangible rights and property of Seller, as each relates including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings; (i) all insurance policies and rights thereunder, all insurance benefits, including rights and proceeds, arising from or relating to the Business. Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (j) all claims of Seller against third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; and (k) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d); (l) all cash, cash equivalents and short-term investments; (m) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof; (n) all rights in connection with and assets of the Employee Plans; All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s 's right, title and interest in and to (i) all personal property and assets located at any of Seller’s the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used solely in connection withwith the Business, or are or will form a part of including in each case the Business following (but excluding the Excluded Assets, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be ): (a) all Tangible Personal Property; (b) all Inventories; (c) all Accounts Receivable; (d) all Seller Contracts approved Contracts, and all outstanding offers or solicitations made by Buyer, a proposed list of which or to Seller shall deliver to Buyer prior enter into any Contract relating solely to the Closing Date business of the Business; (e) all Governmental Authorizations relating to the business of the Business and which list shall be subject all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and ; (f) all data and Records related to the business of the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f); (g) all of the intangible rights and property of Seller used in connection with or otherwise relating to the Business. Notwithstanding the foregoing, the transfer including Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listings; (h) all rights of Seller relating to deposits and prepaid expenses of the Assets pursuant Business, claims for refunds and rights to this Agreement shall offset in respect thereof that are not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to excluded under Section 2.4(a2.2(g).; and

Assets to be Sold. Upon Subject to the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, convey, assign, transfer and deliver to BuyerBuyer on the Closing Date, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8on the Closing Date, all of Seller’s right, title and interest in and to all of the Assets, except the Excluded Assets set forth in Section 2.2 (the “Acquired Assets”), free and clear of all Encumbrances. The Acquired Assets include the following: (a) those Assets and rights reflected on the Closing Statement, including, but not limited to all cash, accounts receivable, inventory, sales accessories, parts, machinery, equipment, fixtures, supplies, trademarks, tradenames and service marks, telephone and facsimile numbers, websites and prepaids; (b) the list of customers and suppliers of the Business; (c) Seller’s property right to use the names “Team Print” and assets“Swiss Craft Embroidery” and all variants thereof; (d) all of Seller’s interest in and claims and rights under all Contracts, realpermits, personal or mixedtitles, tangible copyrights and intangibleapplications therefore relating to the Business; (e) the books and records of Seller relating to the Acquired Assets and the Assumed Liabilities; (f) the goodwill of the Business; and (g) all other Assets, rights, Claims, entitlements and business of every kind and descriptionnature relating to the Business and owned or held by Seller, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part which Seller has an interest as of the Business but excluding the Excluded AssetsClosing Date, as defined in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein whether known or unknown, fixed or unfixed, inchoate, accrued, absolute, contingent or otherwise, whether or not specifically referred to collectively as the “Assetsin this Agreement.” Included with the Assets shall be all Seller Contracts approved by Buyer, a proposed list of which Seller shall deliver to Buyer prior to the Closing Date and which list shall be subject to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and all data and Records related to the Business, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records, as each relates to the Business. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Closing Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s right, title and interest in and to all of Seller’s property property, rights and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets): (a) all Tangible Personal Property, as defined including those items described in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be Schedule 2.1(a); (b) all Inventories; (c) all Accounts Receivable; (d) all Seller Contracts approved Contracts, including those listed in Schedule 3.20(a) for which consent to assignment is not expressly required or for which Material Consents are obtained or for which Consents to assignment are later obtained pursuant to Section 2.9(a) (but excluding those listed in Schedule 2.2(j) or those expressly designated on Schedule 3.20(a) as not being assigned to or assumed by Buyer) (“Assigned Contracts”), a proposed list of which and all outstanding offers or solicitations made by or to Seller shall deliver to Buyer prior enter into any Contract; (e) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the Closing Date and which list shall be subject extent transferable to Buyer’s approval , including those listed in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and Schedule 3.17(b); (f) all data and Records related to the Businessoperations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and RecordsRecords and, as each relates subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f); (g) all of the intangible rights and property of Seller, including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses, data/databases and listings and those items listed in Schedules 3.25(a) and (b); (h) all insurance proceeds, if any, recovered pursuant to Section 10.12; (i) all claims of Seller against third parties relating to the BusinessPurchased Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent (other than a right to submit a claim in the future for insurance benefits), including all such claims listed in Schedule 2.1(i); (j) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not Excluded Assets; and (k) the property, rights and assets expressly designated in Schedule 2.1(k). All of the property, rights and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Purchased Assets.” Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Purchased Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, as defined in Section 3.8, all of Seller’s 's right, title and interest in and to all of Seller’s 's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, including Accounts Receivable, provided the same are directly related to, used in connection with, or are or will form a part of the Business following (but excluding the Excluded Assets): (a) all Real Property, as defined if any; (b) all Tangible Personal Property, including, but not limited to, those items described in Section 2.2. All the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Included with the Assets shall be Part 2.1(b); (c) all Inventories, if any; (d) all Accounts Receivable; (e) all Seller Contracts approved Contracts, including those listed in Part 3.20(a), and all outstanding offers or solicitations made by Buyeror to Seller to enter into any Contract; (f) all Governmental Authorizations and all pending applications therefor or renewals thereof, a proposed list of which Seller shall deliver to Buyer prior in each case to the Closing Date and which list shall be subject extent transferable to Buyer’s approval in its sole discretion and upon such approval shall be attached hereto as Exhibit 2.1, and ; (g) all data and Records related to the Businessoperations of Seller, including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records; (h) all of the intangible rights and property of Seller, as each relates including Intellectual Property Assets, going concern value, goodwill, telephone, telecopy and e-mail addresses and listings; (i) all insurance policies and rights thereunder, all insurance benefits, including rights and proceeds, arising from or relating to the Business. Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (j) all claims of Seller against third parties relating to the Assets, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; and (k) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof that are not listed in Part 2.2(d); (l) all cash, cash equivalents and short-term investments; (m) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof; (n) all rights in connection with and assets of the Employee Plans; All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or any other Liability of Seller, unless Buyer expressly assumes that Liability pursuant to Section 2.4(a).