Common use of Sale and Purchase of Assets Clause in Contracts

Sale and Purchase of Assets. (a) Subject to the terms and conditions of this Agreement, the Seller may, at its option, sell and assign to the Purchaser the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereof, and the Purchaser agrees to make such purchases from time to time (the first such date, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all right, title and interest of the Seller in and to the Assets relating to such Initial Purchase or Incremental Purchase, as the case may be.

Sale and Purchase of Assets. (a) Subject to Upon the terms and subject to the conditions of this Agreement, the Seller mayin exchange for $300,000,000, at its optionsubject to adjustment pursuant to Section 2.10 and Section 2.11, sell and assign to the Purchaser the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereof, and the Purchaser agrees to make such purchases from time to time (the first such date, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either less (i) the aggregate Capital Payout hereunder would exceed amount of the Purchase LimitAccrued 2021 Performance Bonuses, or (ii) the aggregate Capital outstanding would exceed amount of (A) the Capital Limit. Upon Accrued 2020 Performance Bonuses (to the payment extent unpaid as of the Closing Date), plus (B) to the extent the Accrued 2020 Performance Bonuses are unpaid as of the Closing Date, the aggregate Purchaser DC Plan Contributions required to be made with respect to such Accrued 2020 Performance Bonuses, and (iii) the amount payable to the Retention Agreement Recipients under the Retention Agreements (together with the employer portion of any payroll, social security, disability, workers compensation, unemployment or similar Taxes payable by the Purchaser related Cash to such Accrued Performance Bonuses and amounts payable under the Retention Agreements) (the “Purchase Price for Price”), which shall be paid at the Initial Purchase Closing by the Purchaser or any Incremental Purchasethe SPV to the Seller in immediately available funds, at the Closing, the Seller shall haveshall, and shall be deemed hereunder to havecause its Subsidiaries to, irrevocably soldsell, assignedassign, transferred transfer, convey and conveyed deliver, to the PurchaserSPV, without recoursethe designee of the Purchaser (or, representation or warranty, express or implied, except as provided in the Transaction Documentscase of the Purchaser-Owned IP, the Purchaser), and the SPV, as the designee of the Purchaser (or, in the case of the Purchaser-Owned IP, the Purchaser), shall purchase from the Seller and its Subsidiaries, subject to Section 2.1(b) and Section 2.5, 52.6% (such percentage subject to adjustment to account for any adjustment to Purchase Price hereunder and to account for the Purchaser-Owned IP) of all right, title and interest in and to all of the assets, properties and rights of any kind of the Seller in or any of its Subsidiaries that are primarily related to, or used or held for use in, the Business (the “Transferred Assets”), free and to clear of all Encumbrances, other than Permitted Encumbrances, including the Assets relating to such Initial Purchase or Incremental Purchase, as the case may be.following:

Sale and Purchase of Assets. (a) Subject to Upon the terms and subject to the conditions of set forth in this Agreement, Asset Seller hereby agrees to, and to cause Xxxx-Xxxxx Inc. ("Parent") and each of its Affiliates (other than the Seller mayCompanies) to, sell, convey, transfer, assign and deliver to Buyer free and clear of all Liens, and Buyer hereby agrees to purchase from Asset Seller, at its option, sell and assign to the Purchaser the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereof, and the Purchaser agrees to make such purchases from time to time (the first such date, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed stock, partnership interests and member interests in the Purchase LimitCompanies and other entities set forth in Exhibit C hereto (the "Investments"), or (ii) all of Asset Seller's and each of its Affiliates' (other than the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all Companies) right, title and interest of the Seller in and to the trademarks, trade names, trade dress, service marks and logos (other than "EQUIP", "Inter@ctive Investor" and derivatives thereof) which are not registered or the subject of a pending application for registration, were created for use in the Business (whether or not also created for use in other businesses of Asset Seller or any of its Affiliates) or initially used in the Business and were at some point used in the Business (collectively, the "Unregistered Trademarks"), (iii) all of Asset Seller's and each of its Affiliates' (other than the Companies) right, title and interest in and to the registered copyrights, trademark and service xxxx applications and registrations and domain names listed on Schedule 3.19 of the Disclosure Schedule, the xxxx "eShopper" and derivatives thereof and (iv) all of Asset Seller's and each of its Affiliates' (other than the Companies) respective right, title and interest in and to all of its assets that are primarily related to, or used or held by it for use primarily in connection with, the Business immediately prior to the Closing ("Related to the Business"), whether or not reflected on the books of Asset Seller or Parent or any Affiliate of either of the foregoing and whether tangible or intangible, real, personal or mixed, other than the Excluded Assets relating (the "Transferred Assets") (which assets (together with those assets set forth in Schedule 2.1 of the Disclosure Schedule (which are not Transferred Assets)) are sufficient to such Initial Purchase enable Buyer to operate and continue after the Closing the Business as it is presently conducted), including the following assets of the Asset Seller or Incremental Purchase, as Parent to the case may be.extent they are Related to the Business:

Sale and Purchase of Assets. (a) Subject to Upon the terms and subject to the conditions of this Agreement, at the Closing (as hereinafter defined), Seller mayshall sell, at its option, sell transfer and assign deliver to Buyer the Purchaser Assets (as defined below) and Buyer shall purchase the Assets from time Seller for the consideration set forth in Section 2 hereof. As used herein the term "Assets" shall mean the following assets of the Business as of the Effective Date: All accounts receivable, including, without limitation, all receivables identified on Schedule 1.1(a); All supplies, machinery, furniture, equipment and other personal property; All inventions, whether or not patented, know-how, domestic and foreign letters patents, patent applications, patent licenses, software licenses and know-how licenses (including but not limited to time designated the names "AOP", "AOP Solutions" and identified for purchase in accordance with Section 2.2 hereof"Always Offering Profitable Solutions"), trade secrets (including but not limited to all results of research and the Purchaser agrees to make such purchases from time to time development), trade names, trademarks, service-marks, copyrights, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications and rights-to-use (the first such date, collectively "Intellectual Property") which were part of the "INITIAL PURCHASE DATE") during Purchased Assets" under the period from First Agreement; To the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documentsextent assignable, all right, title and interest in, to and under all purchase orders, sales agreements, equipment leases, distribution agreements, licensing agreements and other contracts, agreements and commitments ("Contracts") of the Seller in Business; Copies of all books and records predominately relating to the Business and the Assets relating (including such books and records as are contained in computerized storage media), including all inventory, purchasing, accounting, sales, export, import, manufacturing, marketing, banking and shipping records and all files, contractor, consultant, customer/client and supplier lists, records, literature and correspondence, and marketing materials excluding tax returns; The lease (the "Lease") related to the facility at 000 Xxxxxxxx Xxxxxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Facility"); Any other assets of the Business which are of a nature not customarily reflected in the books and records of a business, such Initial Purchase as assets which have been written off for accounting purposes but which are still used by or Incremental Purchaseof value to the Business; To the extent assignable, all permits, licenses and authorizations ("Authorizations") associated with the Business and its operations; All intangible assets and goodwill associated with the Business and its operations; All pre-paid expenses; All notes receivable; All deposits in the hands of third parties; and Any other assets of Seller which are located at the Facility. Excluded Assets. The Assets being sold, assigned, and transferred to Buyer hereunder do not include: Cash and cash equivalents; Any assets or rights used both for the Business and other operations of Seller, which were not part of the "Purchased Assets" under the First Agreement; or Any name or xxxx which includes "Judge"; Any rights, claims or counterclaims under this Agreement, the Transaction Documents or the First Agreement and Transaction Documents, as defined therein; or Any other assets not specifically referred to in Section 1.1 above (collectively, the case may be"Excluded Assets").

Sale and Purchase of Assets. (a) Subject to Upon the terms and subject to --------------------------- the conditions of set forth in this Agreement, Asset Seller hereby agrees to, and to cause Xxxx-Xxxxx Inc. ("Parent") and each of its Affiliates (other than the Seller may------ Companies) to, sell, convey, transfer, assign and deliver to Buyer free and clear of all Liens, and Buyer hereby agrees to purchase from Asset Seller, at its option, sell and assign to the Purchaser the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereof, and the Purchaser agrees to make such purchases from time to time (the first such date, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed stock, partnership interests and member interests in the Purchase LimitCompanies and other entities set forth in Exhibit C hereto (the "Investments"), or (ii) all --------- ----------- of Asset Seller's and each of its Affiliates' (other than the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all Companies) right, title and interest of the Seller in and to the trademarks, trade names, trade dress, service marks and logos (other than "EQUIP", "Inter@ctive Investor" and derivatives thereof) which are not registered or the subject of a pending application for registration, were created for use in the Business (whether or not also created for use in other businesses of Asset Seller or any of its Affiliates) or initially used in the Business and were at some point used in the Business (collectively, the "Unregistered Trademarks"), (iii) all of Asset Seller's and ----------------------- each of its Affiliates' (other than the Companies) right, title and interest in and to the registered copyrights, trademark and service xxxx applications and registrations and domain names listed on Schedule 3.19 of the Disclosure Schedule, the xxxx "eShopper" and derivatives thereof and (iv) all of Asset Seller's and each of its Affiliates' (other than the Companies) respective right, title and interest in and to all of its assets that are primarily related to, or used or held by it for use primarily in connection with, the Business immediately prior to the Closing ("Related to the Business"), whether or not ----------------------- reflected on the books of Asset Seller or Parent or any Affiliate of either of the foregoing and whether tangible or intangible, real, personal or mixed, other than the Excluded Assets relating (the "Transferred Assets") (which assets (together with ------------------ those assets set forth in Schedule 2.1 of the Disclosure Schedule (which are not Transferred Assets)) are sufficient to such Initial Purchase enable Buyer to operate and continue after the Closing the Business as it is presently conducted), including the following assets of the Asset Seller or Incremental Purchase, as Parent to the case may be.extent they are Related to the Business:

Sale and Purchase of Assets. (a) Subject to Upon the terms and subject to the conditions of this Agreement, Seller hereby sells, transfers and delivers to Buyer the Seller may, at its option, sell Assets (as defined below) and assign to the Purchaser Buyer hereby purchases the Assets from time to time designated and identified Seller for purchase the consideration set forth in accordance with Section 2.2 2 hereof, and . As used herein the Purchaser agrees to make such purchases from time to time (term "Assets" shall mean the first such date, following assets of the "INITIAL PURCHASE DATE") during Business: All accounts receivable of the period from Business as of the Closing Date to but not including the Termination Effective Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided earned thereafter in the Transaction Documentsordinary course, including all receivables identified on Schedule 3.7; All supplies, machinery, furniture, furnishings, motor vehicles, equipment and other personal property and tangible assets located at the Business or used exclusively by the Business regardless of location; To the extent assignable, all right, title and interest in, to and under all purchase orders, sales agreements, equipment leases, distribution agreements, licensing agreements and other contracts, agreements and commitments ("Contracts") of the Seller in Business, including those set forth on Schedule 1.1(c); Prepaid expenses; Copies of all books and records exclusively relating to the Business or the Assets relating (including such books and records as are contained in computerized storage media), including all inventory, purchasing, accounting, sales, export, import, manufacturing, marketing, banking and shipping records and all files, contractor, consultant, customer/client and supplier lists, records, literature and correspondence, and marketing materials excluding tax returns; The lease (the "Connecticut Lease") related to the facility at 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 00000; The three leases (the "New Jersey Leases") related to the facilities at 000 Xxxxxxxxx Xxxxx, Xxxxxx 0, 0 and 8, Xxxxxxxxxx, Xxx Xxxxxx 00000; The lease (the "Florida Lease") related to the facility at Xxxxxx Xx. 000, 000 Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx 00000; Any other assets of the Business which are of a nature not customarily reflected in the books and records of a business, such Initial Purchase as assets which have been written off for accounting purposes but which are still used by or Incremental Purchaseof value to the Business; To the extent assignable, as all permits, licenses and authorizations ("Authorizations") associated with the case may beBusiness and its operations which are identified on Schedule 1.1(j); All intangible assets and goodwill exclusively related to the Business and its operations; All deposits in the hands of third parties; and All other assets of the Business exclusively related to the Business and its operations other than "Excluded Assets" defined in Section 1.2.

Sale and Purchase of Assets. (a) Subject At the Closing (as defined below), Seller shall sell, transfer, assign and deliver to the terms and conditions of this Agreement, the Seller may, at its option, sell and assign to the Purchaser the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereofPurchaser, and the Purchaser agrees to make such purchases shall purchase and acquire from time to time (the first such dateSeller, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment all of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all right, title and interest of the Seller and Seller's affiliates in and to the Assets relating businesses and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such Initial Purchase transfer to be made in the form of an assignment or Incremental Purchaselicense as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the case may be"Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory").

Sale and Purchase of Assets. (a) Subject to the terms and conditions of this Agreement, at the Closing, the applicable Seller mayshall sell, at its optionassign, sell transfer, deliver and assign convey to the Purchaser St. Maarten Buyer or the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereofU.S. Buyer, as applicable, and the Purchaser agrees to make such purchases from time to time (St. Maarten Buyer or the first such dateU.S. Buyer, the "INITIAL PURCHASE DATE") during the period as applicable, will purchase, acquire and accept from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment applicable Seller all of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all applicable Seller’s right, title and interest in the following assets (but excluding the Excluded Assets) (collectively, the “Seller Assets”), free and clear of all Liens (other than Permitted Liens): (i) all Receivables held by the Sellers, including all Receivables reflected on the Closing Statement; 1 (ii) all Transferred Intellectual Property, including all Transferred Intellectual Property set forth in Section 4.21(a) of the Disclosure Schedule, along with all income, royalties, damages and payments due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof, the right to xxx and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world); (iii) all rights under the Contracts set forth on Schedule 1.1(a)(iii) attached hereto (the “Purchased Contracts”); (iv) the Seller in Transferred Owned Real Property; (v) the Seller Transferred Leased Real Property (and the leases related thereto); (vi) all improvements and all machinery, equipment, fixtures and trade fixtures; (vii) all furniture, office supplies, production supplies and any other supplies, spare parts, other miscellaneous supplies (including telephones, fax machines, copiers and computers and related software), tooling, molds, dies, vehicles and other tangible property of any kind; (viii) all prepayments, prepaid expenses and deposits (other than those related to Excluded Assets or Retained Liabilities) and advances (including employee advances), including all prepayments, prepaid expenses and deposits and advances reflected on the Closing Statement; (ix) all claims, refunds, credits, causes of action, rights of recovery and rights of set-off of any kind (other than those related to Excluded Assets or Retained Liabilities), whether arising by way of counterclaim or otherwise; (x) the right to receive and retain mail, payments of receivables and other communications (other than those related to Excluded Assets or Retained Liabilities) and all telephone numbers used by the Business; (xi) all rights under warranties, indemnities and all similar rights against third parties to the Assets extent related to any Purchased Assets; (xii) all advertising, marketing and promotional materials, all archival materials and all other printed or written materials; (xiii) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities (including any such Initial Purchase benefits arising from or Incremental Purchaserelated to the Insurance Policies); (xiv) all Benefit Plans and all of the rights and powers of the Sellers under and with respect to such Benefit Plans, and any and each trust, insurance Contract, annuity Contract, funding arrangement, recordkeeping arrangement or other arrangement with respect thereto which are to be transferred to, and assumed by the Buyers, in accordance with Section 5.12 (the “Transferred Benefit Plans”); provided, however, that it is understood and agreed between the Parties that the Transferred Benefit Plans will remain with, and will be the responsibility of, the Sellers from and after the Closing until the Transfer Date, at which time the Transferred Benefit Plans shall be transferred to the Buyers and will be assumed by the Buyers; 2 (xv) all Permits, including all Permits set forth in Section 4.18 of the Disclosure Schedule (the “Transferred Permits”); (xvi) all goodwill of the Business as a going concern; (xvii) all originals, or where not available, copies, of all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority or Educational Agency), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the case may be.Transferred Intellectual Property (collectively, “Books and Records”); and (xviii) all other properties, assets, rights and interests of any kind, whether tangible or intangible, real or personal, of a type not described in the foregoing clauses (i)-(xvii) that are owned by the Sellers or in which the Sellers have an interest and which are not Excluded Assets. (b)

Sale and Purchase of Assets. Prior to the Closing, Purchaser shall establish or cause its Affiliates to establish a 100% owned subsidiary (a"Newco") in the Republic of Korea, and shall assign all of its rights and obligations under this Agreement to Newco without further consent of Seller. Following such assignment, all references to the Purchaser in this Agreement shall be considered references to Newco as if Newco had originally executed this Agreement and Purchaser shall be relieved of any and all liability under this Agreement except that Amkor's obligation to pay the Purchase Price and to assume the Assumed Liabilities shall be discharged when Newco pays the Purchase Price and assumes the Assumed Liabilities. The Parties also understand that certain covenants of Seller shall extend to the original Purchaser under this Agreement (i.e., Amkor Technology, Inc., "Amkor"). In such case, Newco and Amkor are collectively referred to as "Purchasing Parties". Subject to the terms and conditions hereof, at the Closing referred to in Section 1.8 below, Seller will sell, transfer, convey and assign to Purchaser, free and clear of all Liens of every kind, nature and description, except for the Excluded Assets (as defined in Section 1.2) or as otherwise disclosed and agreed in this Agreement, and Purchaser will purchase from Seller, all of the Seller may, at its option, sell assets as shall be listed on Schedule 1.1 (the "Asset List") and assign any other assets that are being used for or are substantially related to the Purchaser Business including, without limitation, Seller's properties and business as a going concern and good will and assets existing on the Assets from time to time designated date of Closing, wherever such assets are located and identified for purchase in accordance with Section 2.2 hereofwhether real, personal or mixed, tangible or intangible, and the Purchaser agrees whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to make such purchases from time to time in its books or Financial Statement (the first such datecollectively, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASEPurchased Assets"). Under no circumstances, however, The Purchased Assets shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaserinclude, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documentslimitation, all of Seller's right, title and interest of the Seller in and to the Assets relating to such Initial Purchase or Incremental Purchasefollowing, as the case same may be.exist on the Closing Date:

Sale and Purchase of Assets. (a) Subject At the Closing (as defined below), -------------------------------- Seller shall sell, transfer, assign and deliver to the terms and conditions of this Agreement, the Seller may, at its option, sell and assign to the Purchaser the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereofPurchaser, and the Purchaser agrees to make such purchases shall purchase and acquire from time to time (the first such dateSeller, the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment all of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred and conveyed to the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction Documents, all right, title and interest of the Seller and Seller's affiliates in and to the Assets relating businesses and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such Initial Purchase transfer to be made in the form of an assignment or Incremental Purchaselicense as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the case may be"Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory").

Sale and Purchase of Assets. (a) Subject to the terms and conditions hereof and excluding (a) the Excluded Assets and (b) the properties, assets and rights of this Agreement, the Seller may, at its option, sell and assign Target Companies (which will be acquired by Acquiror or the Buyers pursuant to the Purchaser acquisition of the Assets from time to time designated and identified for purchase in accordance with Section 2.2 hereofShares as described herein), Weatherford will, and will cause its Affiliates (other than the Purchaser agrees to make such purchases from time to time (the first such dateTarget Companies), the "INITIAL PURCHASE DATE") during the period from the Closing Date to but not including the Termination Date Asset Sellers to, sell, transfer, convey, assign and deliver to Acquiror (or the Program Termination Date (the first such sale and purchase to be effected hereunder, the "INITIAL PURCHASE"; each subsequent sale and purchase, an "INCREMENTAL PURCHASE"; and any such sale and purchase, a "PURCHASE"Buyers). Under no circumstances, however, shall the Purchaser be obligated to make any Purchase if, after giving effect to the payment of the Cash Purchase Price relating to such Purchase, either (i) the aggregate Capital Payout hereunder would exceed the Purchase Limit, or (ii) the aggregate Capital outstanding would exceed the Capital Limit. Upon the payment of the related Cash Purchase Price for the Initial Purchase or any Incremental Purchase, the Seller shall have, and shall be deemed hereunder to have, irrevocably sold, assigned, transferred Acquiror will (or will cause the Buyers to) purchase and conveyed to acquire from Weatherford and its Affiliates (other than the Purchaser, without recourse, representation or warranty, express or implied, except as provided in the Transaction DocumentsTarget Companies), all right, title and interest of the Seller such Persons in and to (i) the Assets relating assets set forth on Schedule 1.1(i) hereto (the “Specified Assets”), (ii) subject to such Initial Purchase Section 2.8, the Contracts set forth on Schedule 1.1(ii) (the “Assigned Contracts”) (which Schedule 1.1(ii) shall be updated for Contracts (other than Unscheduled Contracts) entered into by Weatherford or Incremental Purchasethe Asset Sellers primarily related to the Business after the date hereof and on or prior to the Closing Date not in violation of Section 4.2(b) of this Agreement), (iii) subject to Section 1.1(v) below, the assets reflected under the caption “Assets” on the Reference Balance Sheet (the “Balance Sheet Assets”), (iv) all other properties, assets and rights of every nature, kind and description, tangible and intangible (including goodwill of the Business), whether real, personal or mixed, whether accrued, contingent or otherwise and whether now existing or hereinafter acquired, primarily used or held for use in connection with the Business as the case same may be.exist as of the Closing Date (the “Unscheduled Assets”), (v) all assets into which the Balance Sheet Assets and Unscheduled Assets have been converted between the Balance Sheet Date and the Closing Date, which conversions shall occur only in the Ordinary Course of Business or as directed by Acquiror in writing, (vi) all assets which have been acquired by the Asset Sellers for the primary use of the Business between the Balance Sheet Date and the Closing Date, and (vii) any assets primarily related to the Business located on any Real Property (the assets described by this Section 1.1 as being sold, transferred, conveyed, assigned and delivered to Acquiror (or the Buyers), collectively being referred to herein as the “Assets”), including all those items in the following categories that otherwise conform to the definition of the term “Assets”: