Common use of Acquired Assets Clause in Contracts

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution Seller has legal and delivery of this Agreement beneficial ownership and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions ofgood, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good valid and marketable title in and to all of the Acquired Assets, free and clear of all mortgagesany Liens, liens, leases, pledges, charges, encumbrances, equities or claims. other than in respect of: (ca) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings patents relating to the Acquired Assets to which Sellers are a party or legally owned by Borody for the benefit of Seller and which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent Borody will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer at Closing, (b) the Charges which will be created on the Effective Date in accordance with Section 6.1A; and (c) the Assumed Liabilities, and upon delivery to Buyer at Closing of any the instruments of transfer contemplated by Sections 8.1.3 and 8.1.5, Buyer shall thereby acquire legal and beneficial ownership and good, valid and marketable title in and to the Acquired Assets, free and upon clear of any Liens, other than the consummation Assumed Liabilities or those Acquired Assets which are not capable of being transferred and are the subject of the transactions contemplated herebygrant of a licence in accordance with Section 4. The Acquired Assets are in good and serviceable condition and are suitable for the uses for which used by Seller. The Acquired Assets comprise all of the material assets, Buyer will be entitled to use of any type, necessary for the exploitation of the Acquired Assets or conduct of business with respect to the full extent that Sellers Acquired Assets and the exploitation of the Technology and the Products by Buyer as same has been heretofore conducted by Seller, and there are no material assets or properties owned, controlled, leased, licensed or used by Seller in the same immediately prior to the transfer exploitation of the Acquired AssetsAssets or the operation of business in respect of the Acquired Assets or the exploitation of the Technology and the Products that will not be transferred to Buyer hereunder. There are no outstanding Liabilities or Liens related to the Acquired Assets or the Products other than the Assumed Liabilities. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. 6.8.1 To the extent Acquired Assets are specifically identified in a Supplement, Kraft agrees to convey (aor shall cause the applicable Eligible Recipient to convey) The execution to Supplier, and delivery of this Agreement and the consummation Supplier agrees (or shall cause an Affiliate to agree) to accept, as of the transactions contemplated hereby will not result Commencement Date, all of Kraft’s (or the applicable Eligible Recipient’s) right, title and interest in a breach of and to the terms and conditions ofAcquired Assets, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of other than the Acquired Assets in the Deferred Countries. In consideration for any reasonsuch conveyance, including but not limited Supplier agrees to pursuant to (i) Sellers’ charter documentspay Kraft on the Commencement Date the Acquired Assets Credit specified in the applicable Supplement. In addition, (ii) any franchiseSupplier shall be responsible for, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are boundand shall pay, or (iii) any statuteprovide evidence of exemption from, ruleall sales, regulationuse, order, judgment, award or decree. (b) Sellers have good goods and marketable title to all services and other similar taxes arising out of the conveyance of the Acquired Assets, excluding income taxes and franchise taxes. Kraft represents and warrants to Supplier that Supplier (or its Affiliates) shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) . The conveyance of the Acquired Assets are shall be effected by the delivery of each Acquired Asset to the Supplier where possible or, where this is not subject to any material liabilitypossible, absolute or contingent. (d) The list by the delivery of Acquired Assets a xxxx of sale in substantially the form set forth in Appendix B of Exhibit 2. Except as otherwise expressly provided in this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contractsSection 6.8, agreementsKraft CONVEYS THE ACQUIRED ASSETS TO SUPPLIER ON AN AS-IS, licensesWHERE-IS AND WITH-ALL-FAULTS BASIS. KRAFT HEREBY DISCLAIMS ALL WARRANTIES, leasesEXPRESS OR IMPLIED, arrangementsWITH RESPECT TO THE ACQUIRED ASSETS, commitments OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SUPPLIER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Kraft shall convey and other undertakings relating to Supplier shall pay for the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contractsin each Deferred Country, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used on the same immediately prior to the transfer of the Acquired Assets. (g) On the Closingterms described in this Section 6.8.1, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulationsdate Supplier assumes responsibility for providing Services from such country.

Acquired Assets. (a) The execution At Closing, upon the terms and delivery subject to the conditions of this Agreement and in exchange for the consummation consideration set forth herein and the assumption of the transactions contemplated hereby will not result in a breach of the terms Assumed Liabilities by Bayer, Maxygen and conditions ofHoldings shall, or result in a loss of rights underand shall cause their Affiliates to assign, or result in the creation of any lientransfer, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited convey and deliver (provided that such delivery shall be subject to pursuant Sections 4.4(c)(iii) and 4.4(d)) to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired AssetsBayer, free and clear of all mortgagesLiens, liensand Bayer shall acquire and receive, leasessubject to the terms and conditions of this Agreement, pledgesfrom Maxygen, chargesHoldings and each of their Affiliates, encumbrancesall of Maxygen’s, equities or claims.Holdings’ and each of their Affiliates’ right, title and interest in and to the following assets (the “Acquired Assets”): (a) the Acquired Intellectual Property; (b) the Inventory; (c) The Acquired Assets are not subject to any material liabilitythe extent transferable, absolute or contingent.all Governmental Approvals and all pending applications for Governmental Approvals for the use of the Compounds; (d) The list all rights, claims, credits or rights of set-off with respect to Acquired Assets set forth in Appendix B arising at any time, whether liquidated or unliquidated, fixed or contingent, including rights of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers indemnification, hold harmless agreements, covenants not to the Buyer pursuant to this Agreement.prosecute and other agreements; (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing.Regulatory Information; and (f) No consent is necessary the Acquired Books and Records. Schedule 2.1 lists (i) the applicable entity (Maxygen, Holdings or otherwise) that will, subject to effect the terms and conditions of this Agreement, transfer to Buyer of any certain specific Acquired Assets or license the Intellectual Property under the License Agreement, and (ii) the amount of the Purchase Price to be allocated to each such Acquired Assets, Asset and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assetssuch Intellectual Property. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. The assets, properties and rights to be conveyed to Acquiror shall be substantially all of the assets of the Business (other than the Excluded Assets), including all of the right, title and interest of Transferor, or of any of its Affiliates, in and to the following (the “Acquired Assets”): (a) The execution all cash or cash equivalents (including commercial paper) being held in or required to be held in reserve or restricted accounts to satisfy the lender loss reserve requirements related to restricted liquidity and delivery operational liquidity of this Agreement Xxxxxx Xxx (the “Lender Loss Reserve Accounts”); (b) all cash or cash equivalents that are being held in or required to be held in segregated trust accounts to hold funds for principal and interest, taxes and insurance and other payments related to the consummation Mortgage Loans or Servicing Agreements that are collected from or on behalf of an Investor, pursuant to the terms of the transactions contemplated hereby will not result Mortgage Loans or Servicing Agreements, including the accounts set forth on Schedule 2.01(b) (the “Related Escrow Accounts”); and an amount of cash equal any Servicing Fees paid to, withheld or received by the Transferor prior to the Closing Date to the extent allocable to periods on or after the Closing Date (the parties hereto acknowledging that Servicing Fees are payable in a breach advance); and an amount of cash equal to any application fees, good faith deposits, commitment fees or origination fees received by the terms and conditions of, or result Transferor prior to the Closing Date with respect to Mortgage Loans to be funded after the Closing Date that are included in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets in accordance with Section 2.01(g); (c) all receivables or rights to payment related to Acquired Assets or Assumed Liabilities, other than the Advances and right to receive payment for any reasonServicing Fees that are identified as Excluded Assets in Section 2.02(d); (d) all loans and notes receivables, including but any and all Mortgage Notes funded and held for sale by Transferor that have not limited been sold to pursuant to the Agencies as of the Closing Date (and any Contracts and Mortgage Loan Documents related thereto), including those identified on Schedule 2.01(d), other than the loan receivables that are identified as Excluded Assets in Section 2.02(d) (the “Mortgage Loan Portfolio”); (e) (i) Sellers’ charter documentsall of Transferor’s Servicing Rights, and (ii) all rights to receive Servicing Fees allocable to periods on and after the Closing Date, with any franchise, mortgage, deed Servicing Fees paid with regard to periods that begin before and end after the Closing Date being allocated between Transferor and Acquiror on the basis of trust, lease, license, permit, agreement, contract, instrument or undertaking the number of days in the period to which Sellers the fees relate that are before or after the Closing Date (with any sums that are paid to Transferor before the Closing Date but are allocable to periods on or after the Closing Date to be remitted by Transferor to Acquiror); (f) all rights and benefits on or after the Closing Date under the servicing agreements, pooling and servicing agreements, subservicing agreements, master servicing agreements, interim servicing agreements and related agreements related to the Business, all Contracts (“Agency Contracts”) with the Federal Housing Administration (“FHA”), United States Department of Housing and Urban Development (“HUD”), Federal National Mortgage Association (“Xxxxxx Mae”), Government National Mortgage Association (“GNMA”), and Federal Home Loan Mortgage Corporation (“Xxxxxxx Mac”) (FHA, HUD, Xxxxxx Mae, GNMA and Xxxxxxx Mac being hereinafter collectively referred to as the “Agencies”)) providing for the origination, sale, assignment or transfer of Mortgage Loans to and/or insurance, guarantee or loss sharing of Mortgage Loans by the Agencies and/or servicing of such Mortgage Loans by Transferor, including those Agency Contracts and other Contracts set forth on Schedule 2.01(f) (the “Servicing Agreements” and together with the Transferor’s Servicing Rights and rights to receive Servicing Fees as set forth in Section 2.01(e), the “Servicing Portfolio”); (g) any and all rights and benefits associated with any forward or unfunded commitments and any Mortgage Loans in the process of origination on the Closing Date, including any Mortgage Loan Documents related thereto, for which applications have been submitted or which are otherwise to be underwritten by Transferor, including those set forth on Schedule 2.01(g), which will be updated to reflect those forward and unfunded commitments and Mortgage Loans in process as of the Closing Date; (h) all fixed assets, including office equipment, computers (including all equipment and devices, such as data processing hardware and related telecommunications equipment, media, and tools), furniture and fixtures, supplies and inventory, improvements and other equipment, machinery and tangible personal property, whether owned or leased, and Transferor’s rights under all related warranties, including the items listed on Schedule 2.01(h); (i) all Transferor’s rights under the lease agreements (the “Office Leases”) pursuant to which Transferor occupies the leased real property located at 0000 Xxxxxxxx Xxxxxx, St. Xxxx, Minnesota 55116 and the office space located at 0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000 (the “Leased Offices”), provided, however, that if Xxx Xxxxxxxx is not a party Hired Business Employee, then the office space located at 0000 X. Xxxxxxxxx Xxxxxxx, Xxxxx 000, Xxxxxxxxx, Xxxxx 00000 shall be an Excluded Asset; (j) all other Contracts related to the Business (in addition to the Servicing Agreements, Office Leases, and Software Contracts) that are listed on Schedule 2.01(j), including any lease agreements with respect to the fixed assets used in the Business, (such Contracts, together with the Contracts listed on Schedule 2.01(d), Servicing Agreements, Office Leases, and Software Contracts are referred to as the “Assumed Contracts”); (k) all credits, prepaid expenses, deferred charges, security deposits, prepaid items and duties to the extent related to an Acquired Asset, an Assumed Liability or an Assumed Contract; (l) to the extent transferable, all Licenses issued by which they the Agencies or any Governmental or Regulatory Authority necessary to operate the Business, including the Licenses set forth on Schedule 2.01(l); (m) any and all rights of Transferor associated with the name “Xxxxxx Financial Group” or any variations thereof that contain the name “Xxxxxx”; (n) all restrictions on competition and obligations regarding confidentiality imposed for the benefit of Transferor on Third Parties, including present and former Business Employees of Transferor, to the extent those restrictions and obligations can be assigned or otherwise transferred to Acquiror; (o) all claims, credits, refunds, causes of action, and rights to damages, profits or set-off whatsoever, whether known or unknown, whether arising by way of counterclaim or otherwise, to the extent related to the Acquired Assets and arising or accruing from and after the Closing Date or to the extent related to the Assumed Liabilities or Assumed Contracts; (p) to the extent transferable but subject to Section 8.12, all guaranties, warranties, indemnities and similar rights in favor of Transferors or any of their properties are boundAffiliates to the extent related to any Servicing Agreement, any Acquired Asset, any Assumed Liability or (iii) any statute, rule, regulation, order, judgment, award or decree.Assumed Contract; (bq) Sellers have good to the extent transferable but subject to Section 8.12, (i) all rights under insurance policies and marketable title insurance proceeds directly relating to Mortgage Loans identified in the Mortgage Loan Schedule, and (ii) all of bank accounts, other accounts, safe deposit boxes, lock boxes and safes related to the Business that are the Lender Loss Reserve Accounts or Related Escrow Accounts or to which payments relating to any Mortgage Loans or other Acquired Assets, free Assets purchased hereunder are directed to be made; (r) all business information and clear originals or complete copies of all mortgagesrelated Books and Records, liensMortgage Files and related Mortgage Loan Documents, leasesall lists and copies of underwriting files relating to forward or unfunded commitments, pledgesincluding those with any Agency, charges, encumbrances, equities or claims.provided that Transferor may retain records that Transferor is required by Law to retain in its possession so long as Acquiror is provided with complete copies thereof; (cs) The Acquired Assets are not subject to any material liabilitySection 8.12, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contractstransferable Contracts, agreements, licenses, leases, arrangements, and other commitments and other undertakings arrangements with any Person respecting the ownership, license, acquisition, design, development, distribution, marketing, development, use, outsourcing or maintenance of computer program code, related technical or user documentation, and databases, in each case related to the Business, including the items which are listed on Schedule 2.01(s) as (i) licenses from third parties (development and/or marketing), (ii) licenses from third parties (internal use only), (iii) development contracts, work-for-hire agreements, information technology outsourcing agreements, and consulting and employment agreements, (iv) licenses and sublicenses to others, and (v) maintenance, support, or enhancement agreements (“Software Contracts”), and all technical and descriptive materials relating to the Acquired Assets to which Sellers are a party acquisition, design, development, use, or by which they or maintenance of computer code, program documentation, computer equipment and materials; (t) all of the Acquired Assets are bound. All intangible rights and property of such contractsthe Transferor, agreementsincluding all Transferor’s Intellectual Property rights, leasesall telephone and facsimile numbers, licenses all listings in all telephone books and commitments are validdirectories, binding Transferor’s webpage and in full force and effectweb address, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior Transferor’s corporate name and logo (subject to the Closing.restrictions set forth in Section 8.09 and Section 9.03), including those listed on Schedule 2.01(t); and (fu) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, all goodwill in and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets related to the full extent that Sellers used the same immediately prior to the transfer of the Acquired AssetsBusiness. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of On the terms and subject to the conditions ofcontained herein, or result in a loss of rights underat the Closing, or result in the creation of any lien, charge or encumbrance upon, any but effective as of the Acquired Assets Effective Time, except for any reasonthe Excluded Assets, including but not limited Seller will sell, assign, transfer and deliver to pursuant to (i) Sellers’ charter documentsBuyer, (ii) any franchiseand Buyer will purchase, mortgageacquire and accept from Seller, deed all of trustSeller’s right, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good title and marketable title interest in and to all of the Acquired Assetsassets, properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct of the Business, wherever located, whether tangible or intangible, real or personal, free and clear of all mortgagesLiens other than Permitted Liens (collectively, liensthe “Acquired Assets”), leasesincluding, pledgeswithout limitation, chargesthe following: (a) all rights of Seller with respect to the accounts maintained to collect and remit education-related payments on behalf of the customers of the Business (the “Accounts”); (b) all machinery, encumbrancesequipment, equities furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or claims.used by Seller in its operation of the Business, including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”); (c) The Acquired Assets are not subject to any material liability, absolute or contingent.all Business Intellectual Property; (d) The list all third party notes and trade accounts receivable of Acquired Assets set forth in Appendix B customers arising out of this Agreement is an accurate description of all Seller’s operation of the Mineral Leases of Sellers that are being assigned by Business (the Sellers to the Buyer pursuant to this Agreement.“Accounts Receivable”); (e) The list of Acquired Assets any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in Appendix B effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (f) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”); (g) to this Agreement contains a list the extent not privileged, all of all contracts, agreements, licenses, leases, arrangements, commitments the books and other undertakings relating records in the possession or control of Seller related primarily to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contractsBusiness, agreementsincluding business records, leasesfiles, licenses research material, tangible and commitments are validelectronic data, binding and in full force and effectdocuments, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior personnel records with respect to the Closing. Transferred Employees (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the same immediately prior to marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the transfer purpose of facilitating the Acquired Assets. preparation of Tax Returns and (gii) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement.Excluded Records; (h) There is no conditionall Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, orderincluding prepaid expenses, or situation deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”); and (j) all rights, causes of actions, claims and credits related to any Acquired Asset or any basis for such that would cause the prohibition Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of customary oil and gas drilling on the Mineral Leases after the Closing Seller in accordance with applicable laws, rules and regulationsrespect of any Acquired Asset or any Assumed Liability.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not to ZOI's knowledge result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documentsZOI's articles of incorporation, bylaws, or agreements of limited partnership, as the case may be, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are ZOI is a party or by which they it or any of their its properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have ZOI has good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, except as expressly disclosed in Exhibit A to this Agreement. (c) The To ZOI's knowledge the Acquired Assets are not subject to any material liability, absolute or contingent, which is not listed as a liability in Exhibit A to this Agreement, nor is ZOI subject to any liability, absolute or contingent, which has not been disclosed to and acknowledged by CLMI in writing prior to the Closing Date. (d) The list of Acquired Assets set forth in Appendix B Exhibit A of this Agreement is an accurate description of all of the Mineral Leases assets of Sellers that are being assigned by the Sellers to the Buyer pursuant to this AgreementZOI. (e) The list of Acquired Assets set forth in Appendix B Exhibit A to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are ZOI is a party or by which they it or the Acquired Assets are its property is bound. All Except as specified in Exhibit A, all of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer CLMI without the consent of any other party or such consent will be obtained in writing prior to the Closingparty. (f) No To ZOI's knowledge no consent is necessary to effect the transfer to Buyer CLMI of any of the Acquired AssetsAssets and, and upon the consummation of the transactions contemplated hereby, Buyer CLMI will be entitled to use the Acquired Assets to the full extent that Sellers CLMI used the same immediately prior to the transfer of the Acquired Assets. (g) On All of the Closingmachinery, Buyer equipment, furniture and fixtures as of the Closing Date will have no less than a 78% net revenue interest be in the Mineral Leases, or greater same condition as indicated in Appendix B to on the date of this Agreement, normal wear and tear excepted. ZOI hereby conveys to CLMI (to the extent it is able under the applicable warranty documents) any and all product warranty or similar rights that ZOI may have against third parties in respect of the condition of any Acquired Assets. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. Except as set forth in Schedule 4.8: (a) The execution Seller holds good, valid and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions ofmarketable title to, or result in a loss of rights undervalid leasehold interest in, or result in the creation of any lien, charge or encumbrance upon, any all of the Acquired Assets for any reasonto be sold by Seller, including but not limited in each case free and clear of all liens, defects, restrictions, encumbrances and claims whatsoever and has the complete and unrestricted power, right and authority to pursuant to (i) Sellers’ charter documentssell, (ii) any franchisetransfer, mortgageassign and deliver, deed of trustand following the Closing, leaseBuyer will have good, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good valid and marketable title to to, or a valid leasehold interest in, all of the Acquired Assets, free and clear of all mortgages, liens, leasesdefects, pledgesrestrictions, chargesencumbrances and claims whatsoever. Seller is not in violation of any zoning, encumbrancesbuilding or safety ordinance, equities regulation or claimsrequirement or other law or regulation applicable to its properties, nor has it received any notice of violation with which it has not complied. (cb) The Acquired Assets are not subject to any material liabilityinclude all assets, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leasesproperties, licenses and commitments are valid, binding and other agreements necessary for the continued conduct of Business after the Closing in full force and effect, and are assignable to Buyer without substantially the consent of any other party or such consent will be obtained in writing same manner as conducted prior to the Closing. (fc) No consent The tangible property constituting a portion of the Acquired Assets is necessary in good operating condition and repair, subject to normal wear and tear, and have been maintained and serviced in accordance with the usual and customary practices of the Business, and Seller has not received any notice that any of such tangible property is in violation of any existing law or any building, zoning, health, safety or other ordinance, code or regulation. (d) Schedule 4.8(d) sets forth a list of all of real property leases (the "LEASES") in effect as of the transfer date hereof under which Seller or a Subsidiary is a lessee or a successor or assignee of the tenancy interest therein, which leased real property is utilized in connection with the Business. All Leases are currently in full force and effect and constitute legal valid and binding obligations of Seller or a Subsidiary, and, to Seller's Knowledge, the other parties thereto. Except as otherwise provided in this Agreement, "SELLER'S KNOWLEDGE" shall mean the actual knowledge of Seller and each of Maurice P. Andrien, Jr., Josexx X. Xxxxxxx, Xxxxxx Xacxxx, Xxxxxxx Xxxxmax, Xxxxx Xxxxin, Xxx Xxxxxxx, Jix Xxxxx, xxx Bxxx Xxxxxxxis. Xxxxxx has maxx xxxxxxxxx xo Buyer true, correct and complete copies of all Leases, including all amendments, modifications and renewals thereof. To Seller's Knowledge, there are no defaults by the landlord under any of the Acquired AssetsLeases; neither Seller nor any Subsidiary has waived any rights under any of the Leases; and there is no pending or, and upon to Seller's Knowledge, threatened action or proceeding which could adversely affect Buyer's use of the premises after consummation of the transactions contemplated hereby. No other party to a Lease has notified Seller or any Subsidiary of its intention to cease to perform any services required to be performed by it or withhold any payment required to be made to it thereunder. Except as have been obtained on or prior to the date hereof or the delivery of which has been waived in writing by Buyer prior to the date hereof, none of the Leases would require the consent or approval of any party thereto other than Seller or a Subsidiary or the consent or approval of any third party in connection with the consummation of the transactions contemplated herebyhereby or contains any provision that, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer as a result of the Acquired Assets. consummation of the transactions contemplated by this Agreement, causes one or more of the following to occur: (gi) On the Closing, Buyer will have no less than Seller or a 78% net revenue interest Subsidiary is deemed to be in the Mineral Leasesdefault, or greater as indicated there exists a lapse of time which would result in Appendix B default, under such Lease (with or without the giving of notice and any cure period); (ii) automatically voids such Lease or renders voidable, by any party other than Seller or a Subsidiary, the Lease or provides any party other than Seller or a Subsidiary with a right to this Agreementterminate or rescind such Lease; (iii) imposes any fine, penalty, charge or increase in payments or other charges required to be made by Seller or a Subsidiary under such Lease; or (iv) otherwise modifies any of the material terms of such Lease. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery of this Agreement Seller owns, leases or has the legal right to use all the Acquired Assets, including, without limitation, the Leased Real Property, the Intellectual Property and the consummation Tangible Personal Property used in the conduct of the transactions contemplated hereby will not result in a breach business of the terms Division and, with respect to contract rights, is a party to and conditions ofenjoys the right to the benefits of all contracts, agreements and other arrangements used by Seller in or result in a loss of rights under, or result in relating to the creation of any lien, charge or encumbrance upon, any conduct of the Acquired Assets for any reasonbusiness of the Division. Except as set forth on Schedule 3.15(a), including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have Seller has good and marketable title to or, in the case of leased or subleased Acquired Assets, valid and subsisting leasehold interests in, all of the Acquired Assets, free and clear of all mortgagesEncumbrances, liensexcept for Permitted Encumbrances. (b) Except as set forth in Schedule 3.15(b), leasesthe Acquired Assets constitute all the properties, pledgesassets and rights forming a part of, chargesused, encumbrancesheld, equities and all such properties, assets and rights constitute all of the same which are necessary to conduct the business of the Division in the manner conducted by Seller immediately prior to the date hereof. Seller has caused the Acquired Assets to be maintained, including maintaining the value or claimsbenefits to Seller of any intangible property, in accordance with good business practice and, if applicable, in good operating condition and repair, ordinary wear and tear excepted. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets Except as set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contractsSchedule 3.15(c), agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon following the consummation of the transactions contemplated herebyby this Agreement, Buyer Purchaser will be entitled own, pursuant to use good and marketable title, or lease, under valid and subsisting leases, or otherwise retain Seller's respective interest in the Acquired Assets to without incurring any penalty or other adverse consequence, including, without limitation, any increase in rentals, royalties, or licenses or other fees imposed as a result of, or arising from, the full extent that Sellers used the same immediately prior to the transfer consummation of the Acquired Assets. (g) On transactions contemplated by this Agreement. Immediately following the ClosingTransfer Date, Buyer will Purchaser shall have no less than a 78% net revenue interest access to all documents, books, records, agreements and financial data of any sort used by Seller in the Mineral Leases, or greater as indicated in Appendix B to this Agreementconduct of the business of the Division. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. At the Closing described in Section 4.1 hereof, Company shall sell, assign, transfer and deliver to Purchaser and Purchaser shall purchase, acquire and accept assignment and delivery of all of the assets and rights of every nature, kind and description, tangible and intangible, wherever located, that are owned, used or held for use by the Company in or for the Business, as the same shall exist on the Closing Date free and clear of any and all liens, whether or not recorded or perfected, charges, claims, pledges, security interests or other encumbrances, including, without limitation each of the following (the “Acquired Assets”): (a) The execution all right, title and delivery of this Agreement interest in any intellectual property, and the consummation goodwill associated therewith, used in providing the services and other features of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reasonBusiness, including but not limited to pursuant to the Recipes and any other assets described on Schedule 1.1(a) and any related Intellectual Property Rights thereto (i) Sellers’ charter documentscollectively, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree.the “Business Intellectual Property”); (b) Sellers have good and marketable title to all right, title, possession or interest in all items of inventory of the Acquired AssetsBusiness, free including raw materials, work-in-process, equipment, spare parts, supplies and clear finished goods, that have been purchased and/or are being used in or held for use in the manufacture of all mortgagesproducts pursuant to specific purchase orders or agreements, liens, leases, pledges, charges, encumbrances, equities or claims.a list of which is set out in Schedule 1.1(b) (the “Inventory”); (c) The Acquired Assets are not subject any and all cash, all accounts receivables due and owing to any material liability, absolute or contingent.Company before the Closing Date; (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments such Company documents and other undertakings records relating to the Acquired Assets as have not previously been given to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing Purchaser prior to the Closing.Closing Date and which are reasonably requested by Purchaser after the Closing Date; and (fe) No consent is necessary with respect to effect the transfer to Buyer of any of the Acquired Assets, the rights and upon the consummation benefits of the transactions contemplated herebyCompany under all agreements on ideas, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately inventions and Confidential Information, executed or existing prior to the transfer of Closing Date, to the Acquired Assetsextent such rights and benefits pertain to the Business Intellectual Property. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution Upon the terms and delivery of subject to the conditions set forth in this Agreement and on the consummation basis of the transactions contemplated hereby will not result representations, warranties, covenants and agreements herein contained, at the applicable Closing, Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser, all of its right, title and interest in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of its properties, assets, rights and interests (whether tangible or intangible) of any kind, nature, character and description relating to the applicable Acquired Properties, whether real, personal or mixed, whether accrued, contingent or otherwise, which are owned, leased or otherwise held by Seller (collectively, the “Acquired Assets”), free and clear of all mortgagesEncumbrances other than Permitted Encumbrances. The Acquired Assets shall include, lienswithout limitation, leasesthe following items: (a) all Accounts Receivable or portions thereof relating to the Acquired Properties that are attributable to services rendered at the Acquired Properties after the applicable Closing Date (it being understood that Seller shall retain all Accounts Receivable or portions thereof related to services rendered at the Acquired Properties up to and including the applicable Closing Date); (b) all Inventory, pledgesEquipment and Machinery located at the Acquired Properties used in connection with the provision of media services to the Acquired Properties, charges, encumbrances, equities or claims.including all the assets listed on the Tangible Assets Schedule attached to this Agreement; (c) The all Assigned Contracts and all rights thereunder to provide media services to the Acquired Assets are not subject Properties, including all the Contracts listed on the Assigned Contracts Schedule attached to any material liability, absolute or contingent.this Agreement; (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers deposits and prepaid expenses relating to the Buyer pursuant to this Agreement.Acquired Properties, including claims for refunds and rights of offset in respect thereof; (e) The list All assignable Intangible Assets used in connection with the provision of media services to the Acquired Properties, including the assets listed on the Intangible Assets set forth in Appendix B Schedule attached to this Agreement contains a list Agreement, and assignments of all contracts, agreements, licenses, leases, arrangements, commitments licenses related to Seller’s billing and other undertakings provisioning systems as of the effective date of the Permanent Management Agreement (as defined below in Section 2.01(a)) and subject to vendor approval; (f) all Files and Records relating to the Acquired Assets Properties; (g) all Licenses and Permits relating to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contractsProperties, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing.extent the same are transferable; and (fh) No consent is necessary all claims of Seller against third parties relating to effect the transfer to Buyer of any of the Acquired Assets, and upon whether cxxxxx or inchoate, known or unknown, contingent or non-contingent, including insurance claims. Notwithstanding the consummation of the transactions contemplated herebyforegoing, Buyer will be entitled to use (i) Purchaser shall not purchase the Acquired Assets related to any Acquired Property for which Seller receives a notice of non-renewal of the related RXX Agreement prior to the full extent that Sellers used Initial Closing (any such property, a “Terminated Property”), such Terminated Property shall not be considered an Acquired Property hereunder, and the same immediately prior Initial Purchase Price or Subsequent Purchase Price (as applicable) shall be reduced by an amount equal to $580 multiplied by the number of Subscribers included in such Terminated Property as set forth on either Exhibit B or Exhibit C, and (ii) the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B Assets pursuant to this AgreementAgreement shall not include the assumption of any Liability of Seller related to the Acquired Assets, unless Purchaser expressly assumes such Liability pursuant to Section 1.03. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation Each of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of properties comprising the Acquired Assets for any reasonis legal, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding binding, enforceable and in full force and effect. Wexford has performed each and every obligation and requirement under each agreement affecting the Acquired Assets necessary to create, preserve and maintain each of the properties comprising the Acquired Assets as legal, valid, binding, enforceable and in full force and effect. Wexford has made each and every required filing with all federal, state and local governmental authorities, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is similar documents, necessary to effect create, preserve and maintain the transfer to Buyer Acquired Assets and all such filings are complete, true and correct. Wexford is not in breach of or default under any agreements affecting the properties comprising the Acquired Assets and no event has occurred which, with notice or passage of time, would constitute a breach of or default under or permit revocation, termination or modification of the Acquired AssetsAssets and Wexford has received no notice and have no knowledge of any such breach, and upon the consummation of the transactions contemplated herebydefault, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of revocation, termination or modification which would materially affect the Acquired Assets. (gb) On With respect to each property comprising the ClosingAcquired Assets: (i) Wexford has good and marketable title, Buyer will have free and clear of any security interest, easement, covenant or other restriction; (ii) there are no less than a 78% net revenue interest in pending or threatened condemnation proceedings, lawsuits or administrative actions relating to any Acquired Assets or other matters affecting adversely the Mineral Leasescurrent use, occupancy or greater value thereof; (iii) the legal description for each property as indicated in Appendix B to this Agreement.set forth on Exhibit A attached hereto describes such property fully and adequately; (hiv) There is no condition, order, all facilities thereon have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or situation or any basis for such that would cause the prohibition of customary oil operation thereof and gas drilling on the Mineral Leases after the Closing have been operated and maintained in accordance with applicable laws, rules and regulations; (v) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the Acquired Assets; (vi) there are no outstanding options or rights of first refusal to purchase the Acquired Assets, or any portion thereof or interest therein.

Acquired Assets. (a) The execution and delivery Acquired Assets are all of this Agreement the assets, whether tangible or intangible (other than Excluded Assets), owned by Seller that are used in or necessary for the manufacture of the Products, other than the Excluded Assets and the consummation of standard “off the transactions contemplated hereby will not result in a breach of the terms shelf” non-Product specific property, such as furniture and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decreecomputers. (b) Sellers have Seller owns good and marketable title to all each of the Acquired Assets, free and clear of any Liens. No third Person owns any rights in or to any Acquired Asset, including any Shuffler and DeckChecker Intellectual Property. Without limiting the generality of the foregoing, each Lender has terminated any and all mortgages, liens, leases, pledges, charges, encumbrances, equities Liens which such Lender had or claimsmay have had on any Acquired Asset. (c) The Shuffler and DeckChecker Intellectual Property are all of the Intellectual Property owned by Seller: (x) used in, or a part of, the conduct of that portion of Seller’s business involving or relating to the Acquired Assets as currently conducted by Seller and (y) which are not subject claimed by Seller to cover any material liability, absolute or contingentof the Products. (d) The list of Acquired Assets set forth All Products installed in Appendix B of this Agreement is an accurate description of all any Legal Gaming Venue as of the Mineral Leases of Sellers that Closing Date have been sold to a third party, and there are being assigned by the Sellers no leases, licenses or “free trial” arrangements with respect to the Buyer pursuant to this Agreementany such Products. (e) The list As of Acquired Assets set forth in Appendix B to this Agreement contains a list the Closing Date, there are no products of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings that portion of Seller’s business involving or relating to the Acquired Assets to which Sellers are on a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and “free trial,” except as disclosed in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the ClosingSchedule 4.8(e). (f) No consent is necessary to effect the transfer to Buyer of any As of the Acquired AssetsClosing Date, and upon there are no pending orders received by the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired AssetsSeller for any Product. (g) On the ClosingNone of TCS, Buyer will Suzo Happ, Ten Stix or any of their respective subsidiaries or Affiliates currently has or claims to have no less than a 78% net revenue interest in the Mineral Leasesany right to sell or distribute, or greater act as indicated in Appendix B to this Agreement. (h) There is no conditiona distributor, order, representative or situation agent of Seller or any basis for such that would cause of Seller’s Affiliates with respect to, any of the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulationsProducts.

Acquired Assets. (a) The execution On and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of subject to the terms and conditions ofof this Agreement, or result in a loss of rights under, or result in and subject to the creation of any lien, charge or encumbrance upon, any satisfaction of the Acquired Assets for any reasonconditions precedent set forth herein, including but not limited at the Closing, Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, convey, assign and deliver to pursuant Buyer, all their right, title and interest in, to and under all of the assets and property of Sellers, of every kind and description, wherever located, and whether real, personal or mixed, tangible or intangible, as such assets and property shall exist on the Closing Date, including, without limitation: (ia) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree.all Cash; (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims.Accounts Receivable; (c) The Acquired Assets are not subject to any material liability, absolute or contingent.all Pre-Paid Expenses; (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement.Real Property; (e) The list of all Inventory; (f) all Assigned Contracts; (g) all Intellectual Property and Intellectual Property Licenses; (h) all Authorizations, variances and similar rights obtained from Authorities affecting or relating in any way to the Acquired Assets set forth or the Assumed Liabilities; (i) all right, title and interest in Appendix B and to this Agreement contains a list all insurance proceeds arising out of or related to the Acquired Assets or the Assumed Liabilities; (j) all contractsright, agreementstitle and interest in and to the personal property, licensesvehicles, leasesmachinery and equipment (including leasehold interests in equipment subject to capitalized leases to the extent assignable), arrangementsspare parts, commitments office furniture, office fixtures and supplies used or useful in connection with the Acquired Assets or the Assumed Liabilities, wherever located (including any such property located at any Leased Real Property regardless of whether the lease with respect thereto is assigned to Buyer) and whether owned or leased, including equipment to be installed at any facility; (k) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other undertakings books, ledgers, files, documents, correspondence and business records relating to the Acquired Assets or the Assumed Liabilities; (l) all claims, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature affecting or relating in any way to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without or the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.Assumed Liabilities;

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of On the terms and subject to the conditions ofof this Agreement, or result in a loss of rights underat the Closing, or result in the creation of any lienSellers shall sell, charge or encumbrance uponconvey, any of the Acquired Assets for any reasontransfer and deliver to Purchasers, including but not limited to pursuant to (i) and Purchasers shall purchase from Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of any Liens (except for Permitted Liens), all mortgagesof the assets, liensproperties, rights, claims, privileges, and interests of Seller Parent and its Subsidiaries of every kind and character and wherever located, in each case relating to, used in, or arising out of the Finishing Business (including the equity ownership interests in certain of Seller Parent’s Subsidiaries through which the Finishing Business is conducted), except for the Excluded Assets (collectively, the “Acquired Assets”); provided, however, that Sellers shall sell, convey, transfer and deliver to IP Purchaser (or its designee(s)) the Acquired Assets described in and subject to the terms of subsection (f) below (the “Designated Acquired Assets”) at the Closing free and clear of all Liens, except for Permitted Liens. Without limiting the generality of the foregoing, the Acquired Assets include all of Sellers’ right, title and interest in and to the following: (a) the Seller Owned Real Property, together with all buildings, structures, installations, fixtures and other improvements situated thereon and all easements, rights of way and other rights, interests and appurtenances of any Seller therein or thereunto pertaining; (b) the Real Property Leases to which any Seller is a party and all interests of any Seller therein, including real estate fixtures, leasehold improvements, security and other deposits, common-area-maintenance refunds, adjustments, and other amounts now or hereafter payable to any Seller under or in respect of such leases, pledges, charges, encumbrances, equities or claims.; (c) The Acquired Assets are not subject accounts receivable, notes receivable, prepaid expenses, prepayments by customers, and deposits held by any Seller relating to any material liability, absolute or contingent.the Finishing Business; (d) The list all tangible personal property (including machinery, equipment, parts, goods, furniture, furnishings, hardware, computers, automobiles, trucks, tractors, trailers and tools) of Acquired Assets set forth any Seller used in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement.Finishing Business; (e) The list all Contracts of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings any Seller relating to the Finishing Business (the “Acquired Assets to which Sellers are Contracts”), including the Contracts set forth on Schedule 4.10(e), but excluding any Contract not disclosed in Section 4.11 of the Disclosure Schedules if (i) such non-disclosure constitutes a party or by which they or misrepresentation under Section 4.11 and (ii) the Acquired Assets are bound. All assumption of such contractsContract by any Purchaser would, agreementsin such Purchaser’s reasonable determination, leasesmaterially and adversely affect such Purchaser, licenses and commitments are valid, binding and in full force and effect, and are assignable unless Purchaser Parent gives written notice to Buyer without the consent of any other party or Seller Parent that it deems such consent will be obtained in writing prior Contract to the Closing.constitute an Acquired Contract; (f) No consent is necessary all Business Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to effect protection of interests therein under the transfer laws of all jurisdictions, in each case relating to Buyer the Finishing Business including the Business Registered Intellectual Property listed on Schedule 4.10(a), which shall be assigned, or caused to be assigned, by Sellers, or their designees, to IP Purchaser, or its designee, by assignment, at Closing, whereby the payment of any of fees or expenses in connection with the Acquired Assetsrecordation, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled certification and/or any other document or process related to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the such transfer of ownership (but excluding any Taxes relating to any pre-closing transfer of Business Intellectual Property by Seller Parent or any of its Affiliates) shall be the Acquired Assets.sole responsibility and at the sole expense of IP Purchaser or Purchaser Parent; (g) On all Permits issued to or held by any Seller and relating to the ClosingFinishing Business, Buyer will have no less than a 78% net revenue interest in to the Mineral Leases, or greater as indicated in Appendix B to this Agreement.extent transferable; (h) There all Books and Records of any Seller relating to the Finishing Business (except for the Books and Records identified as Excluded Assets); (i) all claims, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment (including any such item relating to the payment of Taxes) of any Seller relating to the Finishing Business, except for the Excluded Assets described in Sections 2.2(g) and 2.2(h); (j) all inventory (including finished products, work in process, raw materials, supplies, spare parts, and packaging materials) in the possession of any Seller (including inventory at customer locations or in transit or otherwise owned by any Seller) relating to the Finishing Business; (k) all of the equity and ownership interests in the entities listed on Schedule 2.1(k) (collectively, the “Acquired Subsidiaries”), each of which is no conditiona wholly-owned direct or indirect subsidiary of Seller Parent; and (l) all assets of the Finishing Business held by ITW Australia Pty Ltd, orderas a going concern; (m) all assets of the Finishing Business held by ITW Limited, or situation or as a going concern; and (n) all goodwill of any basis for such that would cause Seller relating to the prohibition Finishing Business. For the avoidance of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable lawsdoubt, rules and regulationsas used herein, “Acquired Assets” includes all Designated Acquired Assets.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of Subject to the terms and conditions ofof this Agreement, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver, or result cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, all right, title and interest in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited and to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of any Liens. For the avoidance of doubt, it is understood and agreed by the Parties that (i) Buyer shall purchase all mortgagesof the Bank Contracts from Seller, liens(ii) the phrase “as mutually agreed upon” in subsections (b)(i), leases(c)(i) and (d)(i) does not mean that the Parties will mutually agree upon whether a Bank Contract will be assigned from Seller to Buyer, pledgesrather it means that the Parties will mutually agree upon the Closing Date on which such Bank Contract will be assigned from Seller to Buyer, chargesand (iii) Seller shall not assign to Buyer any of the Bank Contracts (A) with respect to which Seller has received a written notice of termination from the customer, encumbrancesunless Buyer otherwise agrees to purchase such Bank Contract from Seller, equities or claims(B) of which Buyer is prohibited or prevented from taking an assignment from Seller for any technology, regulatory or legal reason. It is understood and agreed by the Parties that Buyer and Seller shall use commercially reasonable efforts to resolve, or cooperate with each other on the resolution of, such technology, regulatory or legal reason as promptly as practicable. (b) Without in any way limiting the generality of the foregoing, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, all right, title and interest in and to the following Acquired Assets on the initial Closing Date: (i) all of the Bank Contracts to be assigned from Seller to Buyer on the initial Closing Date, as mutually agreed upon and set forth on Schedule A to the Instrument of Assignment and Assumption of Assumed Contracts to be delivered by Seller to Buyer on the initial Closing Date; (ii) all prepayments, deposits and prepaid expenses, if any, made with respect to, or allocable to, a period following the initial Closing Date with respect to the Bank Contracts to be assigned from Seller to Buyer on the initial Closing Date, as set forth on Schedule A to the Xxxx of Sale to be delivered by Seller to Buyer on the initial Closing Date; (iii) copies of all of Seller’s operating and marketing records relating to the Business, including copies of asset ledgers, inventory records, customer lists, customer mailing lists, customer sales files, supplier lists, supplier purchase files, correspondence, and other operating and marketing ledgers, records, lists and files directly related to the Business or the Acquired Assets, in whatever form they exist; (iv) copies of all of Seller’s financial books, records and ledgers relating to the Business (other than Tax Returns, minute books and stock records; provided, however, such materials, as they relate to the Business or the Acquired Assets, will be made available for inspection and copying by Buyer upon request), including any such books, records and ledgers which are maintained in electronic form; (v) all mail or other communications addressed to Seller with respect to the Acquired Assets to be assigned from Seller to Buyer on the initial Closing Date; and (vi) all goodwill of Seller associated with respect to the Acquired Assets to be assigned from Seller to Buyer on the initial Closing Date. (c) The Without in any way limiting the generality of the foregoing, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, all right, title and interest in and to the following Acquired Assets are not subject on each subsequent Closing Date: (i) all of the Bank Contracts to any material liabilitybe assigned from Seller to Buyer on such subsequent Closing Date, absolute as mutually agreed upon and set forth on Schedule A to the Instrument of Assignment and Assumption of Assumed Contracts to be delivered by Seller to Buyer on such subsequent Closing Date; (ii) all prepayments, deposits and prepaid expenses, if any, made with respect to, or contingentallocable to, a period following such subsequent Closing Date with respect to the Bank Contracts to be assigned from Seller to Buyer on such subsequent Closing Date, as set forth on Schedule A to the Xxxx of Sale to be delivered by Seller to Buyer on such subsequent Closing Date; (iii) all mail or other communications addressed to Seller with respect to the Acquired Assets to be assigned from Seller to Buyer on such subsequent Closing Date; and (iv) all goodwill of Seller associated with respect to the Acquired Assets to be assigned from Seller to Buyer on such subsequent Closing Date. (d) The list Without in any way limiting the generality of the foregoing, Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, all right, title and interest in and to the following Acquired Assets set forth in Appendix B of this Agreement is an accurate description of on the final Closing Date: (i) all of the Mineral Leases of Sellers that are being Bank Contracts to be assigned by Seller to Buyer on the Sellers final Closing Date, as mutually agreed upon and set forth on Schedule A to the Instrument of Assignment and Assumption of Assumed Contracts to be delivered by Seller to Buyer pursuant to this Agreement.on the final Closing Date; (eii) The list of Acquired Assets all prepayments, deposits and prepaid expenses, if any, made with respect to, or allocable to, a period following the final Closing Date with respect to the Bank Contracts to be assigned on the final Closing Date, as set forth on Schedule A to the Xxxx of Sale to be delivered by Seller to Buyer on the final Closing Date; (iii) all of the Fund Contracts to be transferred from Seller to Buyer on the final Closing Date; (iv) all right, title, and interest in Appendix B and to this Agreement contains a list of the Trademarks; (v) all contracts, agreements, licenses, leases, arrangements, commitments and mail or other undertakings relating communications addressed to Seller with respect to the Acquired Assets to which Sellers are a party be assigned or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable transferred from Seller to Buyer without on the consent of any other party or such consent will be obtained in writing prior to the Closing.final Closing Date; and (fvi) No consent is necessary all goodwill of Seller associated with respect to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior be assigned or transferred from Seller to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the final Closing in accordance with applicable laws, rules and regulationsDate.

Acquired Assets. (a) The execution transfer, sale, conveyance and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any assignment of the Acquired Assets for shall be effectuated by the execution and delivery at the Closing by Buyer and Seller of one or more bills of sale and one or more patent assignment documents (including a patent assignment in the form attached as Exhibit A), together with any reasonreasonably necessary declarations or other filings, including but not limited and such other instruments of transfer, conveyance and assignment as may be required under applicable Law or as Buyer shall reasonably request to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have vest in Buyer good and marketable valid title to all of the Acquired Assets, free in form and clear of substance reasonably acceptable to Seller and Buyer (all mortgagessuch documents that are executed and delivered by Seller in connection with the Closing, liens, leases, pledges, charges, encumbrances, equities or claimsthe “Ancillary Agreements”). (ci) The On the Closing Date, Seller shall instruct Seller’s patent counsel in writing that Buyer is the sole owner of the Acquired Assets are not subject to any material liability, absolute or contingentPatents and the Acquired Patent Files held by Seller’s patent counsel and that Seller’s patent counsel should henceforth take instructions in respect of the Acquired Patents and the Acquired Patent Files solely from Buyer. (dii) The list As promptly as practicable, and in any event within [**], following the Closing, Seller shall deliver to Buyer, at such address as Buyer specifies in writing to Seller at Closing, copies of Acquired Assets set forth in Appendix B those portions of this Agreement is an accurate description Seller’s and any of all its Subsidiaries’ chemistry and biology laboratory notebooks that constitute part of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this AgreementAcquired Notebooks, at Buyer’s expense for shipping and handling costs. (eiii) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contractsOn or within [**] following the Closing, agreements, licenses, leases, arrangements, commitments and other undertakings relating to Seller shall ship the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable Inventory to Buyer without the consent of any other party or at such consent will be obtained address as Buyer specifies in writing prior to the Seller at Closing, at Buyer’s expense for shipping and handling costs. (fiv) No consent is necessary Except as set forth above regarding Acquired Patent Files and Acquired Notebooks, on or promptly after Closing, Seller shall also deliver to effect the transfer Buyer, at such address as Buyer specifies in writing to Buyer of Seller at Closing, any of electronic files and original documents (or, if no originals exist and Seller or its Subsidiaries only have copies thereof, such copies) that, in each case, are within the Acquired Assets, at Buyer’s expense for shipping and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assetshandling costs. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery of this Agreement and Seller owns, leases or has the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any legal right to use all of the Acquired Assets. All Acquired Assets for any reasonleased or licensed by Seller are designated as such on Schedule 3.3(a). All Acquired Assets not otherwise listed on Schedule 3.3(a) are owned by Seller, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decreeand Seller has good and indefeasible title thereto. (b) Sellers have good Except as set forth in Schedule 3.3(b), Seller has, and marketable title to all of upon the Closing Purchaser shall receive, the Acquired Assets, free and clear of all mortgages, security interests, liens, leasesdeeds of trust, notices of violation of law, ordinance or regulation, servitudes, easements, pledges, chargesconsents, encumbrancespreferential purchase rights, equities encumbrances or claimsother title defects of any kind, except the Permitted Encumbrances. (c) The Each of the Contract Rights, including, any leases and licenses included in the Acquired Assets are not subject Assets, is in full force and effect, Seller has received no (i) notice of cancellation or termination under any option or right reserved to any material liabilityother party under any such Contract Rights or (ii) notice of default which remains uncured or has not been waived, absolute and no event or contingentcondition has occurred or exists which, with notice or lapse of time or both would constitute a default under any Contract Rights. (d) The list of Acquired Assets Except as set forth in Appendix B of this Agreement is an accurate description of Schedule 3.3(b), Seller has good and marketable title to all of the Mineral Leases Real Property, personal property, fixtures and equipment comprising the Acquired Assets, free and clear of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreementall security interests, liens, mortgages, deeds of trust, notices of violations of law, ordinance or regulation, pledges or encumbrances of any kind, other than Permitted Encumbrances. (e) The list Real Property (and any other properties on which any of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are boundlocated or are used) and improvements thereon are zoned properly (as such zoning is reflected in the zoning maps or other applicable public records) for operation as the Facilities and performance of the Contracts. All No the building or improvement, nor any of such contractsthe appurtenances thereto or equipment therein, agreementsnor the operation or maintenance thereof, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent violates any restrictive covenants or any provision of any other party federal, state, or such consent will be obtained in writing prior to the Closinglocal law, ordinance or zoning regulation, or encroaches on any property owned by others. (f) No consent is necessary to effect Neither the transfer to Buyer of Real Property, nor any other properties on which any of the Acquired AssetsAssets are located or are used, nor any building, structure or improvements thereon violate any building, fire, environmental or other regulatory law, ordinances or regulations, and upon the consummation Seller has received no notice of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer any violation or alleged violation of the Acquired Assetsany thereof. (g) On All buildings and structures situated on the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. Real Property (h) There is no condition, order, or situation or any basis for such that would cause other properties on which any of the prohibition of customary oil Acquired Assets are located or are used) are structurally sound and gas drilling on the Mineral Leases after the Closing do not have any material defects in accordance with applicable lawstheir roofs, rules and regulationsfoundations, HVAC system sewage system, walk-in coolers or sidewalls.

Acquired Assets. Title to the Acquired Assets; Allied Shares. (aI) Except for the Retained Assets, the Acquired Assets and the Allied Assets are the only assets, properties, rights and interests used by the Companies or Allied in connection with the Business. The execution Acquired Assets to be conveyed to Buyer under this Agreement, together with cash, and delivery the Allied Assets constitute all of the assets, properties, rights and interests necessary to conduct the Business in substantially the same manner as conducted by the Companies prior to the date of this Agreement Agreement. None of the Acquired Assets or the Allied Assets have any material defects or are in need of maintenance or repair, except for ordinary maintenance and repairs. Each Company has good, marketable and exclusive title to, and the valid and enforceable power and unqualified right to use and, in the case of the Asset Sellers, transfer to Buyer, each of their respective Assets, including, without limitation, all dies, molds or other tooling or equipment use in the Business, whether located at the Companies' facilities or at the facilities of their Customers or suppliers, and the Acquired Assets and the Allied Assets (collectively, the "Assets") are free and clear of all Liens and Claims of any kind or nature whatsoever, except for Permitted Liens and the Liens required to be released under Sections 3.2, 4.2(k) and 4.3(k). The consummation of the transactions contemplated hereby will not result in a breach of by this Agreement (including, without limitation, the terms and conditions of, transfer or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all assignment of the Acquired Assets, and all rights and interests therein, to Buyer as contemplated herein) will not adversely affect such title or rights, or any terms of the applicable agreements (whether written or oral) evidencing, creating or granting such title or rights. Except as otherwise disclosed in the Schedule entitled "Contracts", none of the Assets are subject to, or held under, any lease, mortgage, security agreement, conditional sales contract or other title retention agreement, or are other than in the sole possession and under the sole control of the Companies. Each Company has the right under valid and existing leases to occupy, use or control all properties and assets leased by it. The delivery to Buyer of the instruments of transfer of ownership contemplated by this Agreement will vest good, marketable and exclusive title (as to all Acquired Assets owned by an Asset Seller) or full right to possess and use (as to all Acquired Assets not owned by an Asset Seller) to the Acquired Assets in Buyer, free and clear of all mortgagesLiens and Claims of any kind or nature whatsoever, liensexcept for current real estate Taxes or governmental charges or levies which are a Lien but not yet due and payable and Liens securing obligations under those installment contracts, leasescapital leases or vehicle or computer hardware and software sales contracts that are disclosed on the Schedule entitled "Contracts" and that will be assumed by Buyer (collectively, pledges"Permitted Liens"). The Schedule entitled "Fixed Assets" attached hereto contains true, charges, encumbrances, equities correct and complete lists of all fixed assets with an individual net book value in excess of $10,000 used in connection with the Business as of the dates specified therein. No Company owns or claimsholds any marketable Securities. (cII) The Acquired Assets Allied has an authorized capital consisting solely of 9000 shares of Common Stock, without par value, of which 928 shares, and only 928 shares, are not subject to any material liabilityissued and outstanding, absolute or contingent. (d) The list and of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that which none are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are boundheld as treasury shares. All of such contractsAllied Shares are duly authorized, agreementsvalidly issued, leases, licenses fully paid and commitments are valid, binding and in full force and effectnon-assessable, and there are assignable no other securities of Allied of any class issued, reserved for issuance or outstanding. There are no options, offers, warrants, conversion rights, subscriptions, or agreements or rights of any kind to subscribe for or to purchase, or commitments to issue (either formal or informal, firm or contingent) shares of capital stock or other securities of Allied, whether debt, equity or a combination thereof, or obligating Allied to grant, extend or enter into any such agreement or commitment. The Allied Shareholders are the sole holders of record and beneficial owners of such number of Allied Shares as are set forth on Schedule 1.3. Good, valid and marketable title to the Allied Shares which the Allied Shareholders purport to own is held by the Allied Shareholders, free and clear of all Liens and Claims. The certificates and other documents representing the Allied Shares to be delivered to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after at the Closing in accordance with applicable laws, rules are valid and regulationsgenuine.

Acquired Assets. (a) The execution and delivery In the event that, at any time or from time to time following the Closing, any Party identifies any asset that is included within the definition of this Agreement and Acquired Assets but such asset was not transferred as of Closing, then the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions ofSeller shall, or result in a loss of rights undershall cause the applicable Selling Party to, promptly transfer, or result in cause to be transferred, such asset to the creation of Buyer for no additional consideration. Prior to any liensuch transfer, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are boundSeller shall, or (iii) any statuteshall cause the applicable Selling Party to, rule, regulation, order, judgment, award or decreehold such asset in trust for the Buyer. (b) Sellers have good Notwithstanding the foregoing, if any Acquired Asset is not assignable or transferable (each, a “Non-Transferable Asset”) without consent of a third party thereto, and marketable title if any such consent is not obtained on or prior to all the Closing Date, this Agreement and the related instruments of transfer shall not constitute an assignment or transfer of such Non-Transferable Asset, and the Buyer or its designee(s) shall not assume the Seller’s rights or obligations under such Non-Transferable Asset (and such Non-Transferable Asset shall not be included in the Acquired Assets); provided, free that Seller shall, or shall cause the applicable Selling Party to, use reasonable best efforts to obtain any such consent as soon as reasonably practicable after the Closing Date and clear thereafter shall transfer and assign to the Buyer such Non-Transferable Assets for no additional consideration. Following any such assignment or transfer, such Non-Transferable Assets shall be deemed Acquired Assets for purposes of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claimsthis Agreement. (c) The Acquired Assets are not subject After the Closing, the Seller shall, or shall cause the applicable Selling Party to, use commercially reasonable efforts to any material liability, absolute provide the Buyer or contingent. (dits designee(s) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of with all of the Mineral Leases rights and benefits of Sellers that are being assigned any Non-Transferable Assets after the Closing as if the appropriate consent had been obtained, including by granting subleases, sublicenses or other rights and establishing arrangements whereby the Buyer shall have the benefits of and shall undertake the obligation to perform under the Assumed Contracts (including enforcement for the benefit of the Buyer of any and all rights of the Seller against any other party arising out of any breach or cancellation of any such Non-Transferable Assets by such other party and, if requested by the Sellers Buyer, acting as an agent on behalf of the Buyer or as the Buyer shall otherwise reasonably require). The Seller shall advise the Buyer in writing at least ten (10) business days prior to the Closing with respect to any Assumed Contract which the Seller knows or has substantial reason to believe will or may not be assignable or transferable to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to hereunder at the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution Seller has good, marketable and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable insurable title to all of the Acquired Assets, free and clear of all mortgagesEncumbrances except for Permitted Encumbrances and Encumbrances that will be discharged at the applicable Closing. Seller has complete and unrestricted power and the unqualified right to sell, liensconvey, leasesassign, pledgestransfer and deliver the Acquired Assets and all assignments and other instruments of transfer to be executed and delivered by Seller to Purchaser at the applicable Closing shall be valid and binding obligations of Seller, chargesenforceable in accordance with their respective terms, encumbrancesand shall effectively vest in Purchaser good, equities marketable and insurable title to the Acquired Assets. The Tangible Assets Schedule sets forth a materially accurate description of Inventory, Equipment and Machinery and other tangible assets (whether owned or claims. (cleased by Seller) included in the Acquired Assets and a designation as to which of such assets, if any, are leased by Seller, and the Intangible Assets Schedule sets forth a materially accurate list of all intangible assets included in the Acquired Assets and a designation as to which of such assets, if any, are held under license by Seller. The Accounts Receivable or portions thereof included in the Acquired Assets represent bona fide claims against debtors for sales, services performed or other charges arising in the Ordinary Course of Business and are not subject to dispute, set-off or counterclaim. The Acquired Assets are not in good operating condition and repair, subject to any material liabilitynormal wear and tear, absolute or contingent. (d) The list and are sufficient for the provision of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating Seller’s media services to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the ClosingProperties. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery For purposes of this Agreement and subject to SECTION 2.5(b), the consummation term "ACQUIRED ASSETS" means (i) the Equity Securities of the Acquired Companies (other than the Subsidiaries of the Acquired Companies) and in the Minority Investees and (ii) all the assets, properties, rights, title and other interests of Seller Parties primarily used or held for use in connection with the Acquired Business, whether tangible or intangible, real, personal or mixed, set forth or described in paragraphs (a) through (ll) below (including Contracts and Leases entered into by Seller Parties following the date hereof which constitute Assumed Contracts or Assumed Leases) whether or not any of such assets, properties or rights have any value for accounting purposes or are carried or reflected on or specifically referred to in Seller's financial statements (PROVIDED, that the Acquired Assets shall not include the Excluded Assets): (a) all franchise, prime license, license, sublicense, agency and dealer Contracts to which any of Seller Parties is a party listed in SECTION 3.15(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and the franchise, prime license, license, sublicense, agency and dealer Contracts relating to the Acquired Business entered into by Seller Parties following the date hereof in compliance with SECTION 5.1(dd); (b) all marketing and barter Contracts to which any of Seller Parties is a party listed in SECTIONS 3.15(b) and 3.15(u) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, respectively, and such other written marketing Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (c) all CorpRate Contracts to which any of Seller Parties is a party listed in SECTION 3.15(c) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or not required to be listed therein 20 pursuant to SECTION 3.15(c), and such other written CorpRate Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (d) all association Contracts to which any of Seller Parties is a party listed in SECTION 3.15(d) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or not required to be listed therein pursuant to SECTION 3.15(d), and such other written association Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (e) all joint venture, limited liability company and partnership Contracts to which any of Seller Parties is a party listed in SECTION 3.15(e) OF THE SELLER PARTIES DISCLOSURE SCHEDULE; (f) all affiliation Contracts to which any of Seller Parties is a party listed in SECTION 3.15(f) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and such other written affiliation Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (g) all general sales agency, travel agency and tour operator Contracts to which any of Seller Parties is a party listed in SECTION 3.15(g) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, and such other written general sales agency, travel agency and tour operator Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (h) all Contracts with Vehicles Manufacturers and Repurchase Programs to which any of Seller Parties is a party listed in SECTIONS 3.15(h) AND 3.28(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE (including the Ford Agreements); (i) all bus and truck lease Contracts to which any of Seller Parties is a party listed in SECTION 3.15(i) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, and such other written bus and truck lease Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice solely for purposes of replacing service buses and trucks which are Support Vehicles on the date of this Agreement and up to four service buses and trucks which are not replacements of such service buses and trucks; (j) all fuel supply Contracts to which any of Seller Parties is a party listed in SECTION 3.15(j) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and such other written fuel supply Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice and which may be terminated by Seller Parties by giving 90 days' (or such shorter period specified therein) notice to the other party thereof, without (i) any penalty or other payment by any Seller Party, (ii) imposing any requirement that Seller Parties sell or dispose of any assets or properties and (iii) imposing any limitations on the conduct of business by any Seller Party; (k) (i) all vendor Contracts to which any of Seller Parties is a party listed in SECTIONS 3.15(k) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or not required to be listed therein pursuant to SECTIONS 3.15(k) (other than vendor Contracts not required to be listed in SECTION 3.15(k) OF THE SELLER PARTIES DISCLOSURE SCHEDULE with any Affiliate of Seller Parties or any director, officer, agent or any relative thereof), (ii) such other written vendor Contracts relating to the Acquired Business entered into by any of Seller Parties in the ordinary course of business consistent with past practice (x) solely for purposes of replacing vendor Contracts listed in SECTION 3.15(k) OF THE SELLER PARTIES DISCLOSURE SCHEDULE or not required to be listed therein upon the termination thereof, to the extent each such replacement vendor Contract (A) has a term not exceeding one year from the date of execution thereof and (B) does not require any of Seller Parties to make payments thereunder in amounts exceeding the amounts payable by Seller Parties under the vendor Contract so replaced (other than normal immaterial ordinary course increases) and (y) not contemplated by clause (x) above, which provide for payments thereunder not exceeding $25,000 for any individual Contract or $250,000 for all such Contracts in the aggregate, in each case in any calendar year and (iii) all other Contracts to which any of Seller Parties is a party listed in SECTION 3.15(m) OF THE DISCLOSURE SCHEDULE, other than those Contracts specified therein (i) that are not transferred and assumed by Buyer pursuant to the Agreements and (ii) that shall be terminated prior to Closing; (l) all Contracts relating to Assumed Indebtedness; (m) the TFFC MV Leases and the Xxxx XX Lease (including, in each case, the guaranties of any Seller Party in respect of lease payments due thereunder) and the TEAM Interest and the Budget Interest (each as defined in the Amended and Restated Base Indenture, dated as of December 1, 1996, among TFFC, Seller and Deutsche Bank Trust Company Americas, as Trustee, and the various supplements thereto); (n) all insurance or reinsurance Contracts and/or policies and similar arrangements under which any Seller Party is an insured party listed in SECTION 3.25(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE (the "ACQUIRED INSURANCE CONTRACTS"); (o) all collective bargaining Contracts to which any of Seller Parties is a party listed in SECTION 3.15(l) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, and any collective bargaining Contracts relating to the Acquired Business entered into by any of Seller Parties following the date hereof in compliance with SECTION 5.1(r); (p) all Assumed Benefit Plans (including the Assumed Benefit Plans Contracts) and all assets associated therewith (including, without limitation, all assets held in trust); (q) all License Agreements to which any of Seller Parties is a party and relating to the Acquired Business listed in SECTION 3.22(c) OF THE SELLER PARTIES DISCLOSURE SCHEDULE; PROVIDED, HOWEVER, that with respect to the rights, title and interest of Seller Parties in, to and under the License Agreement between Ryder Systems, Inc. ("RSI") and Ryder TRS, Inc., dated as of October 17, 1996, as amended (the "RYDER LICENSE AGREEMENT"), subject to the limitations, if any, imposed by a Final Order or pursuant to a settlement agreement reasonably acceptable to Buyer, between Seller Parties and RSI resulting from the dispute between Seller Parties and RSI described in SECTION 3.13(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE; (r) all Airport Concessions to which any of Seller Parties is a party listed in SECTION 3.17(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE, and such other Airport Concessions relating to the Acquired Business to which any of Seller Parties becomes a party in the ordinary course of business consistent with past practice; (s) (i) all Leases to which any of Seller Parties is a party listed in SECTION 3.16(a) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and not excluded from the transactions contemplated hereby will not result pursuant to SECTION 2.4(a), and the Fixtures and appurtenances at the Premises subject thereto owned by any Seller Party and (ii) the Leases relating to the Acquired Business entered into by Seller Parties following the date hereof in a breach compliance with SECTION 5.1(dd); (t) fee simple title to all Owned Real Property owned by any Seller Party listed in SECTION 3.16(b) OF THE SELLER PARTIES DISCLOSURE SCHEDULE and the Fixtures and appurtenances thereat owned by any Seller Party; (u) all Rental Vehicles and Support Vehicles owned by Seller Parties (in each case, including Owned Vehicles); (v) all tools, machinery, replacement and spare parts and supplies relating to the Acquired Business; (w) all Intellectual Property (other than the License Agreements referred to in SECTION 2.3(q), which shall be subject to the provisions thereof); (x) the Permits held by or in connection with the Acquired Business, to the extent such Permits are assignable to Buyer; (y) the Business Records and the Documents; (z) all accounts receivable relating to the Acquired Business, including, without limitation, (i) credit card receivables, direct xxxx receivables, tour receivables, Vehicle Manufacturer receivables, Franchisee receivables and subrogation receivables, excluding the receivables referred to in SECTION 2.4(h) and (ii) customer, Franchisee and Dealer deposits, security or collateral; (aa) all credits, prepaid expenses (including garage and gas inventory), deferred charges, advance payments, security deposits and prepaid items (and, in each case, security interests or liens from Third Parties relating thereto) related to any Acquired Asset or the Acquired Business; (bb) all vendor allowances, including volume and promotional incentive allowances and any other credits of Seller Entities received by or accruing to such Persons related to vendor Contracts that are being assumed by Buyer or vendor Contracts with respect to which Buyer is assuming liabilities; (cc) all claims, judgments or causes of action of Seller Entities to the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, extent relating to any of the Acquired Assets for any reasonor the Acquired Business, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument claims for manufacturer's or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating vendor's warranties with respect to the Acquired Assets or products liability related to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon claims related to the consummation of the transactions contemplated herebyvalue, Buyer will be entitled condition or title to use the Acquired Assets Assets; (dd) counterclaims, set-offs, recoupment rights or defenses with respect to the full extent that Sellers used Assumed Liabilities; (ee) insurance claims and proceeds payable in respect of any casualty event related to any Acquired Asset or the same immediately prior Acquired Business; (ff) any and all rights of Seller Parties under the Business Acquisition Agreements (except for indemnification with respect to third-party claims, which shall be retained by Seller Parties to the transfer extent of any third-party claims against Seller Parties made at any time); (gg) all confidentiality and similar agreements entered into by any Seller Party or any of their respective representatives in connection with a sale of the Acquired Assets.Business; (ghh) On the Closingall right, Buyer will have no less than a 78% net revenue title and interest in and to the Mineral LeasesTelephone Numbers and all rights and interests in and to the Telephone Numbers used by any Seller Party; (ii) all bank accounts and lock-box accounts relating to the Acquired Business or held by any Acquired Company; (jj) all cash, or greater as indicated in Appendix B cash deposits, surety, security and similar deposits, and negotiable and non-negotiable instruments of Seller Parties (other than the Cash Purchase Price and other amounts payable by Buyer to Seller Parties pursuant to this Agreement.); (hkk) There is no conditionall goodwill relating to the Acquired Business; and (ll) avoidance actions (if any) under Chapter 5 of the Bankruptcy Code (including Actions under section 544, order545, 547, 548, 549 or situation 550 thereof) against (i) the Acquired Companies or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws(ii) Buyer, rules and regulationsParent or their Affiliates.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of With respect to the Acquired Assets for any reason, including but not limited to pursuant to Assets: (i) Sellers’ charter documentsSeller is the sole and exclusive owner of, (ii) any franchiseand have good, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good valid and marketable merchantable title to all of the Acquired Assets, free and clear of all mortgagesLiens, liens, leases, pledges, charges, encumbrances, equities or claims.and are exclusively entitled to possess and dispose of the same; (cii) The Acquired Assets are not subject to any material liability, absolute or contingent.the Data includes all of the deliverables set forth on Exhibit A; (diii) The list with the exception of Acquired Assets the rights and obligations expressly set forth in Appendix B the Acquired Agreements, Seller has not sold the Acquired Assets and there are no outstanding options or rights to acquire or use, access or view in any manner all or any part of the Acquired Assets, and furthermore, for clarity, with the exception of the rights and obligations expressly set forth in the Acquired Agreements, no Third Party has any option or right (whether at law, pre-emptive, contractual, equitable or otherwise) capable of becoming an agreement to purchase from Seller, or to use, access, view, license or sublicense in any manner, all or any part of the Acquired Assets (including any option to use, view or access the Data or an option to acquire a license to the Data at a specified price, specifically in connection with any Permits); (iv) with respect to the Acquired Agreements: (1) Seller has made available true, correct and complete copies of the Acquired Agreements to which it is a party (including each amendment, supplement or modification thereto) to Purchaser; (2) the Acquired Agreements to which Seller is a party are binding and enforceable on Seller and to Seller’s Knowledge, binding and enforceable on the other parties to the Acquired Agreements in accordance with their terms, subject, in each case, to the qualification that such enforceability may be subject to: (i) bankruptcy, insolvency, fraudulent preference, reorganization or other Applicable Laws affecting creditor’s rights generally; and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding at equity or law); (3) except as set forth on Schedule 3.1(e), the Acquired Agreements to which Seller is a party and/or Seller’s rights thereunder may be freely transferred to the Purchaser in accordance with this Agreement without triggering any right for the counterparties to terminate or amend any of the Acquired Agreements; and (4) neither Seller, nor, to Seller’s Knowledge, any of the applicable counterparties to any of the Acquired Agreements to which Seller is an accurate description a Party have at any time materially breached its obligations under any Acquired Agreement nor, to Seller’s Knowledge, has any event or circumstance occurred which with the passage of time and/or the giving of notice would become a material breach of any of Seller’s or any of the applicable counterparties’ obligations under any Acquired Agreement. Seller has not given or received written notice of termination of any Acquired Agreement to which Seller is a Party existing on the Closing Date; (v) with respect to the Permits included in the Acquired Assets, such Permits constitute all of the Mineral Leases Permits used or necessary for the lawful ownership and operation of Sellers that are being assigned by the Sellers Acquired Assets. Seller has made available to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list Purchaser true and complete copies of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating such Permits issued to it. Seller is the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All authorized legal holder of such contracts, agreements, leases, licenses Permits and commitments are each such Permit is valid, binding and in full force and effecteffect as to the Seller. Seller is not, and are assignable to Buyer without Seller has not received any written notice that it is, in default (or with the consent giving of notice or lapse of time or both, would be in default) under any other party or such consent Permits and Seller has not received any written notice that any such Permit will be obtained revoked or issued, renewed, or modified on terms or conditions that are substantially different than those currently in writing prior to the Closing.effect; and (fvi) No consent the surveys included in the Data were conducted and contain all such data as otherwise may be expected from similar surveys carried out by competent and diligent seismic contractors; all such data is necessary organized, stored, and maintained in electronic format and/or on tape storage in accordance with industry practice; and all Data included in the Acquired Assets has been processed and produced in the practices and standards expected of a competent seismic contractor in a professional, careful, and competent manner; and there are no agreements or licenses relating to effect the transfer to Buyer of any part of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use Assets or the Acquired Assets Liabilities other than have been disclosed to the full extent that Sellers used the same immediately prior to the transfer of the Acquired AssetsPurchaser. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. If a Transaction Document provides for Acquired Assets, Sears agrees to convey (aor shall cause the applicable Eligible Recipient to convey) The execution to CSC (either directly or through an entity purchase transaction mutually approved by the Parties), subject to CSC receiving any Required Consents, and delivery of this Agreement and the consummation CSC agrees (or shall cause an Affiliate to agree) to accept, as of the transactions contemplated hereby will not result applicable Commencement Date, all of Sears’ (or the applicable Eligible Recipient’s) right, title and interest in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of to the Acquired Assets specified in the applicable Transaction Document (or entity purchase transaction document). In consideration for any reasonsuch conveyance, including but not limited to pursuant to CSC shall pay Sears on the Commencement Date the Acquired Assets Credit specified in the applicable Transaction Document (i) Sellers’ charter documentsor entity purchase transaction document). In addition, (ii) any franchiseCSC shall be responsible for, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are boundand shall pay, or provide evidence of exemption from, all sales, use, Equipment, Software or other goods and services and other similar taxes arising out of the conveyance of such Acquired Assets. Subject to CSC receiving any Required Consents, Sears represents and warrants to CSC that CSC (iiior its Affiliates) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have shall take good and marketable title to all such Acquired Assets as of the Acquired AssetsCommencement Date, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. . Except as otherwise expressly provided in this Section 10.2 (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets), and upon the consummation of the transactions contemplated herebySEARS CONVEYS ACQUIRED ASSETS TO CSC ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS. SEARS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired AssetsWITH RESPECT TO ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY CSC TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. If a Transaction Document provides for Acquired Assets, Sears agrees to convey (aor shall cause the applicable Eligible Recipient to convey) The execution to CSC (either directly or through an Table of Contents entity purchase transaction mutually approved by the Parties), subject to CSC receiving any Required Consents, and delivery of this Agreement and the consummation CSC agrees (or shall cause an Affiliate to agree) to accept, as of the transactions contemplated hereby will not result applicable Commencement Date, all of Sears’ (or the applicable Eligible Recipient’s) right, title and interest in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of to the Acquired Assets specified in the applicable Transaction Document (or entity purchase transaction document). In consideration for any reasonsuch conveyance, including but not limited to pursuant to CSC shall pay Sears on the Commencement Date the Acquired Assets Credit specified in the applicable Transaction Document (i) Sellers’ charter documentsor entity purchase transaction document). In addition, (ii) any franchiseCSC shall be responsible for, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are boundand shall pay, or provide evidence of exemption from, all sales, use, Equipment, Software or other goods and services and other similar taxes arising out of the conveyance of such Acquired Assets. Subject to CSC receiving any Required Consents, Sears represents and warrants to CSC that CSC (iiior its Affiliates) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have shall take good and marketable title to all such Acquired Assets as of the Acquired AssetsCommencement Date, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. . Except as otherwise expressly provided in this Section 10.2 (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets), and upon the consummation of the transactions contemplated herebySEARS CONVEYS ACQUIRED ASSETS TO CSC ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS. SEARS HEREBY DISCLAIMS ALL IMPLIED WARRANTIES, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired AssetsWITH RESPECT TO ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY CSC TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. Except as set forth on Schedule 4.4, (a) The execution AZ Parties own and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of to, the Acquired Assets, free and clear of all mortgagesLiens other than Permitted Liens. Other than any Permitted Liens and except as set forth in the Assigned Contracts and the In-License Agreements, liensnone of the AZ Parties or their Affiliates has granted to any Third Party any interest, leasesright to use, pledgeslicense, chargesor entered into any covenants not to xxx, encumbrancesreleases for infringement, equities or claimswaivers of claims for infringement, in, of or with respect to the Acquired Assets. None of the AZ Parties or its Affiliates has received any written notice from any other Person challenging its ownership or rights to use any Acquired Assets and there are no pending actions or claims against any AZ Party or its Affiliates challenging such ownership or rights. (cb) The Acquired Assets There are not subject no actions, suits, (to any material liabilityAZ’s Knowledge) investigations by a Governmental Authority, absolute claims, or contingent. proceedings (d) The list of Acquired Assets set forth other than proceedings before a patent office in Appendix B of this Agreement is an accurate description of all connection with the prosecution of the Mineral Leases of Sellers that are being assigned by the Sellers Assigned Intellectual Property) pending, or, to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth AZ’s Knowledge, threatened, relating in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating any way to the Acquired Assets to which Sellers are a party or by which they or that would materially and adversely affect the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any conduct of the Acquired AssetsPrograms, including any that would reasonably be expected to impair in any material respect any AZ Party’s ability to assign, transfer, convey and upon the consummation of the transactions contemplated herebydeliver, Buyer will be entitled to use the Acquired Assets to the full extent or that Sellers used the same immediately prior to the transfer of otherwise materially and adversely affects, the Acquired Assets. (gc) On Other than any Permitted Liens and except as set forth in the Closing[***] Collaboration Agreement, Buyer will have there are no less than existing Contracts to which any AZ Party or any of its Affiliates is a 78% net revenue party, pursuant to which a Third Party is granted an option to acquire any interest in the Mineral LeasesAcquired Assets. (d) None of the Assigned Patents has ever been found invalid or unenforceable, in whole or in part, for any reason in any administrative, arbitration, judicial or other proceeding (other than in proceedings before a patent office in connection with the prosecution of the Assigned Patents) to which any AZ Party or its Affiliate is or was a party. None of the AZ Parties or its Affiliates has received any written notice from any other Person that any issued patents within the Assigned Patents are not valid and enforceable. (e) None of the AZ Parties or its Affiliates has engaged in, and (to AZ’s Knowledge) none of its agents or representatives have engaged in, any conduct, or greater as indicated omitted to perform any necessary act, the result of which has invalidated or would reasonably be expected to invalidate any of the Assigned Patents. (f) None of the Assigned Patents is or has been involved in Appendix B any reexamination, reissue, interference proceeding, or any similar proceeding, and no such proceedings are pending or, to this AgreementAZ’s Knowledge, threatened. (g) The AZ Parties and their Affiliates have not received any written notice that any maintenance fees and annuities due on the Assigned Patents have not been timely paid except to the extent such failure to timely pay has not resulted in the final abandonment of any Assigned Patent. (h) There is no conditionTo AZ’s Knowledge, orderthe practice of the inventions, discoveries, technology or situation ideas claimed in the Assigned Patents does not and will not infringe upon (including inducing or contributing to the infringement of) or misappropriate any intellectual property rights of any Third Party, and the AZ Parties and their Affiliates have not received any written notice alleging the foregoing. (i) None of the AZ Parties, any of their Affiliates, nor their respective agents and advisors, has (i) put a Third Party on notice of actual or potential infringement of any of the Assigned Patents or (ii) initiated any enforcement action with respect to any of the Assigned Patents. (j) None of the AZ Parties or any basis for such that would cause of their Affiliates has received any written communication from any Governmental Authority relating to any violation of any applicable Law in connection with the prohibition Acquired Assets. (k) The Programs and Products existing as of customary oil the date hereof have been conducted and gas drilling on developed, and the Mineral Leases after the Closing Biological Materials have been manufactured, processed, tested and stored, in accordance with all applicable lawsLaws, rules and regulations, in all material respects. No Person involved in development of any data included in the Regulatory Materials has been convicted of (or investigated for) any crime or engaged in any conduct that would reasonably be expected to result in exclusion under 42 U.S.C. Section 1302a-7 or any similar state law or regulation or been debarred by the FDA under Article 306 or the Federal Food Drug and Cosmetic Act, 21 U.S.C. Section 335a(a) or (b). (l) None of the AZ Parties or their Affiliates has received (a) any FDA Form 483 “Inspectional Observations”, or similar notice from any Governmental Authority, relating to the Programs, Products or the facilities in which the Products are manufactured; (b) any FDA Notices of Adverse Findings, or similar notice from any other Governmental Authority, with respect to the Products or the Programs; or (c) any “warning letters,” or “untitled letters,” or other similar Governmental Authority notice of inspectional observations or legal deficiencies or other written correspondence from the FDA or any other Governmental Authority asserting a violation of applicable Law concerning the Programs or the Products. There has not been a recall or market withdrawal or replacement of any Product by, or on behalf of, any AZ Party or any of its Affiliates, whether voluntary or involuntary. The AZ Parties and their Affiliates are, and at all times have been, in compliance with all adverse event reporting requirements applicable to the Products. (m) Neither any AZ Party nor any of its Affiliates has made any false statements on, or omissions from, the applications, reports and other submissions or communications (written or oral) to the FDA or any other Governmental Authority with respect to the Programs, the Product(s) or their manufacture or any other records, reports and documentation prepared or maintained to comply with the requirements of applicable Law. None of the AZ Parties or any of their Affiliates is the subject of any pending or, to AZ’s Knowledge, threatened investigation by any Governmental Authority with respect to the Programs, or the Products, including by (a) the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto; (b) the Federal Trade Commission (“FTC”); or (c) any other Governmental Authority that has jurisdiction over the Programs under any similar policy. (n) The Assigned Contracts are in full force and effect and, to AZ’s Knowledge, no party to the Assigned Contracts is in material breach thereof. (o) To AZ’s Knowledge, the Acquired Assets (including for this purpose the Duke License Agreement and the DFCI License Agreement), along with the Licensed Intellectual Property, the Transferred Employees and the rights of Spinco under the Transaction Agreements, comprise all of the material assets and rights that are necessary for Spinco to conduct the Programs from and after the Closing, where applicable, during the period contemplated by such Transaction Agreements in all material respects as currently conducted by the AZ Parties and their Affiliates as of the Closing Date. The Assigned Patents, the Patents subject to the Assigned Contracts, the Duke License Agreement and the DFCI License Agreement and the Patents within the Licensed Intellectual Property comprise all of the Patents owned or controlled by the AZ Parties or their Affiliates that claim or cover the Products or uses of the Products (but for clarity not methods of manufacturing the Products) as of the date hereof.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation Parties recognize that, as of the transactions contemplated hereby Effective Date, Allegheny will not result in a breach be conveying any Acquired Assets to Service Provider. Allegheny may later agree to convey (or cause the applicable Eligible Recipient to convey) to Service Provider, and Service Provider may later agree (or cause an Affiliate to agree) to accept, as of the terms Commencement Date (or such other date as agreed upon by the Parties in writing), all of Allegheny’s (or the applicable Eligible Recipient’s) right, title and conditions ofinterest in and to the Acquired Assets. In consideration for any such conveyance, or result in a loss of rights under, or result in Service Provider agrees to pay Allegheny on the creation of any lien, charge or encumbrance upon, any of Commencement Date the Acquired Assets for any reasonCredit specified in this Agreement. In addition, including but not limited to pursuant to (i) Sellers’ charter documentsService Provider shall be responsible for, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are boundand shall pay, or (iii) any statuteprovide evidence of exemption from, ruleall sales, regulationuse, orderand similar federal, judgment, award or decree. (b) Sellers have good state and marketable title to all local transaction-based taxes arising out of the conveyance of the Acquired Assets, excluding, income taxes, franchise taxes, and transaction-based gross receipts taxes. The Acquired Assets Credit is exclusive of all taxes. Allegheny represents and warrants to Service Provider that Service Provider (or its Affiliates) shall take good title to the Acquired Assets as of the Commencement Date, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) . The conveyance of the Acquired Assets are shall be effected by the delivery of each Acquired Asset to the Service Provider where possible or, where this is not subject to any material liabilitypossible, absolute or contingent. (d) The list by the delivery of Acquired Assets a general assignment and xxxx of sale in substantially the form set forth in Appendix B of Exhibit 3. Except as otherwise expressly provided in this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this AgreementSection 6.8, Allegheny CONVEYS THE ACQUIRED ASSETS TO SERVICE PROVIDER ON AN “AS IS,” “WHERE IS” AND “WITH ALL FAULTS” BASIS. ALLEGHENY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACQUIRED ASSETS, OR THE CONDITION OR SUITABILITY OF SUCH ACQUIRED ASSETS FOR USE BY SERVICE PROVIDER TO PROVIDE THE SERVICES, INCLUDING WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery As of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of Closing, upon the terms and conditions ofset forth herein, Seller will sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all property and assets (other than the Excluded Assets) of Seller that are used in, or result in a loss of rights underrelated to, or result in the creation of any lienBusiness (collectively, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the “Acquired Assets”), free and clear of all mortgagesEncumbrances (other than Permitted Encumbrances), lienswherever located and whether or not said Acquired Assets appear or are reflected upon the Books and Records of Seller, leases, pledges, charges, encumbrances, equities or claims.which Acquired Assets shall include the following: (ci) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases tangible personal property of Sellers that are being assigned by Seller, including machinery, vehicles, fixtures, leasehold improvements, shelving, furniture, equipment (including all computer and computer‑related equipment and servers), cell phones, PDAs and office supplies; (ii) lists of borrowers and other customers of the Sellers Business, lists of prospective customers of the Business, and any other information (including confidential information, records and databases) of Seller relating to the Business that is necessary for Buyer pursuant to this Agreement.possess in connection with its administration, ownership and use of any Acquired Asset or Assumed Liability; (eiii) The list all rights that Seller may have under any and all Acquired Contracts; (iv) all of Seller’s rights under any agreements with any of its past or present employees or consultants with respect to (1) the non-disclosure of any confidential or proprietary information of Seller related to the Business, (2) the assignment to Seller of such employee’s or consultant’s rights to any invention, or other intellectual property, in each case related to the Business, or (3) non-competition with the Business by such employee or consultant; (v) all rights of Seller under any warranties, indemnities, and all similar rights against third parties to the extent related to the Acquired Assets; (vi) all rights of Seller relating to security deposits, payments and pre‑paid expenses (other than those relating to Excluded Assets or Excluded Liabilities); (vii) all Acquired Intellectual Property; (viii) all rights of Seller in and to the Permits relating to the Business; (ix) any and all of the accounts receivable, notes receivable or other evidences of indebtedness of, or right to receive payment from, any Person (collectively, the “Accounts Receivable”); (x) all potential and existing claims, causes of action, warranties, guarantees, refunds, rights of recovery and set forth off of every kind and character, including rights and claims against suppliers and customers and insurance claims, if any, of Seller against any Person arising out of or related to the operation of the Business (other than claims and causes of action included in, or otherwise arising out of or related to, the Excluded Assets or Excluded Liabilities); (xi) all rights to the telephone numbers (and related directory listings), fax numbers, email addresses, advertising, business forms, files, documents and Books and Records, including, customer lists, customer prospect lists, customer addresses, delivery schedules, supplier lists, mailing lists and promotional materials used by Seller; (xii) Seller’s right, title and interest in Appendix B and to this Agreement contains a list its sites on the Internet, including all rights of Seller in and to all contractssocial media account registrations, agreements, licenses, leases, arrangements, commitments and other undertakings relating any and all goodwill associated therewith and all of Seller’s rights in the content at the websites and social media sites located at or associated with such domain names or social media account registrations; (xiii) all manufacturer’s warranties to the extent related to the Acquired Assets and all claims under such warranties and all rights under warranties, indemnities and similar rights against third parties (other than those relating to which Sellers are a party Excluded Assets); (xiv) the amount of, and any and all rights to, any insurance proceeds received by Seller after the date hereof in respect of any loss, destruction or by which they or the condemnation of any Acquired Assets are bound. All occurring prior to or after Closing or relating to any Assumed Liabilities; (xv) all other assets included as current assets in Final Working Capital; (xvi) all goodwill and going concern value of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer or associated with the acquired portion of the Business; and (xvii) without the consent of limiting any other party or such consent will be obtained provision contained in writing prior this Section 2.1(a), all Books and Records relating to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the foregoing Acquired Assets, and upon the consummation Assets or any of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired AssetsAssumed Liabilities. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, and is conveying such title in such state to the Buyer pursuant to this Agreement. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documentsExcept for Seller Intellectual Property, (ii) any franchisethe Seller has, mortgageand immediately prior to the Closing will have, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are boundgood and valid title to, or (iii) any statutea valid and binding leasehold interest or license in, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are boundLiens except for Permitted Encumbrances. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to At the Closing. (f) No consent is necessary to effect the , Seller will transfer to Buyer good and valid title to, or, if Seller has a leasehold ​ interest or license, a valid and binding leasehold interest or license in, all Acquired Assets, free and clear of any Liens except for Permitted Encumbrances. Except as set forth on Schedule 5.2(c), other than Seller, to the Knowledge of Seller, no other Person has any legal title to, or beneficial interest in, any of the Acquired Assets. Notwithstanding any other representations and warranties in this Agreement, the representations in Section 5.2(e) constitute the sole representations and warranties of the Company in this Agreement with respect to Seller Intellectual Property. (ii) During the past three years, Seller has not been, and upon the consummation currently is not, in violation of the transactions contemplated hereby, Buyer will be entitled any Law applicable to use Seller or the Acquired Assets Assets, which violation would be expected to materially detract from the full extent that Sellers used value of or materially interfere with the same immediately prior to the transfer current use of any of the Acquired Assets. (giii) On Except for the Excluded Assets and as set forth in Schedule 5.2(c)(iii), (A) neither the Seller nor, to the Knowledge of Seller, any Affiliate of Seller, is a party to any material Contract other than the Assumed Contracts, (B) nor does Seller have any current Liabilities under any material Contract (including any expired or terminated Contract), in each case, that is directly related to the Acquired Assets. Seller is not (and to Seller’s Knowledge, no other party thereto is) in material breach or violation of, or default under any of the Assumed Contracts, and to Seller’s Knowledge, no event has occurred and no circumstance or condition exists, which with or without notice or lapse of time, or both, would constitute a material breach or material default, or permit termination, modification, or acceleration, under any Assumed Contract or give any other Person the right to cancel, terminate, or modify any such Assumed Contract. Each Assumed Contract is valid, binding, enforceable and in full force and effect against Seller, and, to Seller’s Knowledge, against the other party thereto, in each case in accordance with its terms (1) subject, as to enforcement, to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditor’s rights generally or by equitable principles (whether considered in an action at law or in equity), and (2) except for such failures to be valid, binding or enforceable that would not individually or in the aggregate reasonably be expected to be material. To Seller’s Knowledge, no event or circumstance has occurred that, with notice or lapse of time or both, would constitute an event of default under any Assumed Contract or result in a termination thereof or would cause or permit the acceleration or other changes of any right or obligation or the loss of any benefit thereunder. Seller has not received written notice of any pending material disputes and, to Seller’s Knowledge, no material disputes have been threatened under any Assumed Contract included in the Acquired Assets. Except as set forth in Schedule 5.2(f)(ii), no Assumed Contract (x) limits or purports to limit the ability of Seller (or following the Closing, of Buyer) to compete in any line of business or with any Person in any geographic area or during any period of time, including any Contract that contains any non-competition, non-solicitation, non-hire or exclusivity restrictions, (y) contains any “most favored nation” rights or other preferential rights of any type or scope, including rights of first refusal or first offer, rights of first negotiation or any similar rights or provisions, (z) following the Closing, would create any joint venture, partnership or similar arrangement between Buyer will have no less than a 78% net revenue interest in and the Mineral Leases, or greater as indicated in Appendix B applicable counterparty to this Agreementsuch Contract. (hiv) There is no conditionThe Acquired Assets constitute all of the tangible and intangible assets, orderproperty and rights owned, leased or situation licensed by Seller or any basis for such that would cause its Affiliates with respect to the prohibition Compound. To the Knowledge of customary oil Seller, the Acquired Assets shall permit Buyer to continue to conduct the development, testing, safety and gas drilling on efficacy of the Mineral Leases after Compound following the Closing in accordance with applicable lawsall ​ respects in substantially the same manner as Seller or its Affiliates have conducted the same through the date hereof, rules and regulationsit being acknowledged that Seller is not in possession of the Eisai Data or a development plan for the Compound that reflects the Eisai Data. Other than as set forth on Schedule 5.2(c)(iv), none of the Excluded Assets have been material to the foregoing.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result Except as set forth in a breach of the terms and conditions ofSchedule 5.03(a), or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documentsconstitute all of the material assets, rights or property (other than (A) any Intellectual Property that are licenses for commercial “off-the-shelf” or “shrink-wrap” software, and (B) administrative, finance and other infrastructure and back office information technology systems, networks and software) necessary for the conduct of the Business and (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking are sufficient to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good enable Purchaser to conduct and marketable title to all operate the Business as of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities Closing in substantially the same manner as the Business has been conducted or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing operated prior to the Closing. (fb) No consent is necessary Seller Party utilizes any assets that are material to effect the transfer operation or conduct of the Business other than the Acquired Assets or the assets licensed to Buyer Purchaser pursuant to the License Agreement. Tangible assets that are used partly in the Business but primarily in the operation of any each Seller Party’s overall business are not material to the operation or conduct of the Business. (c) Each applicable Seller Party has (and subject to Purchaser’s own actions after the Closing, Purchaser will have) good, marketable and indefeasible title to, or a valid leasehold interest in, all the Acquired Assets, in each case, free and upon clear of any and all Liens other than Permitted Liens. At the consummation of the transactions contemplated herebyClosing, Buyer each Seller Party will be entitled convey, transfer, assign and deliver to use Purchaser good title to the Acquired Assets of such Seller Party, free and clear of any and all Liens other than Permitted Liens. No Seller Party has granted any rights, options, licenses or agreements relating to the full extent Acquired Assets other than Purchased Intellectual Property except (i) non-exclusive implied licenses to end-users in the ordinary course of business, (ii) options, licenses or agreements that Sellers used the same immediately have been terminated on or prior to the transfer of Closing Date, and (iii) the Acquired AssetsTransferred Contracts. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not to ZOI's knowledge result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documentsZOI's articles of incorporation, bylaws, or agreements of limited partnership, as the case may be, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are ZOI is a party or by which they it or any of their its properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have ZOI has good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims, except as expressly disclosed in Exhibit A to this Agreement. (c) The To ZOI's knowledge the Acquired Assets are not subject to any material liability, absolute or contingent, which is not listed as a liability in Exhibit A to this Agreement, nor is ZOI subject to any liability, absolute or contingent, which has not been disclosed to and acknowledged by CLMI in writing prior to the Closing Date. (d) The list of Acquired Assets set forth in Appendix B Exhibit A of this Agreement is an accurate description of all of the Mineral Leases assets of Sellers that are being assigned by the Sellers to the Buyer pursuant to this AgreementZOI. (e) The list of Acquired Assets set forth in Appendix B Exhibit A to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are ZOI is a party or by which they it or the Acquired Assets are its property is bound. All Except as specified in Exhibit A, all of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer CLMI without the consent of any other party or such consent will be obtained in writing prior to the Closingparty. (f) No To ZOI's knowledge no consent is necessary to effect the transfer to Buyer CLMI of any of the Acquired AssetsAssets and, and upon the consummation of the transactions contemplated hereby, Buyer CLMI will be entitled to use the Acquired Assets to the full extent that Sellers CLMI used the same immediately prior to the transfer of the Acquired Assets. (g) On All of the Closingmachinery, Buyer equipment, furniture and fixtures as of the Closing Date will have no less than a 78% net revenue interest be in the Mineral Leases, or greater same condition as indicated in Appendix B to on the date of this Agreement, normal wear and tear excepted. ZOI hereby conveys to conveys to CLMI (to the extent it is able under the applicable warranty documents) any and all product warranty or similar rights that ZOI may have against third parties in respect of the condition of any Acquired Assets. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of Upon the terms and subject to the conditions ofset forth in this Agreement, or result in a loss of rights under, or result in at the creation of any lien, charge or encumbrance upon, any Closing but subject to the terms of the Acquired Assets for any reasonXxxx of Sale, including but not limited Seller shall sell, convey, assign, transfer and deliver to pursuant to (i) Sellers’ charter documentsBuyer, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired AssetsBuyer shall purchase and acquire from Seller, free and clear of any Encumbrances (other than contractual obligations arising following the effectiveness of the applicable Transfer Date under any Contract assumed by Buyer pursuant to the terms hereof), all mortgagesof Seller’s right, lienstitle and interest to the Acquired Assets. “Acquired Assets” means all of the following assets, leasesbut excluding any Excluded Asset: (a) all of the Seller’s rights to the following: (i) the Intellectual Property assets set forth on Annex 1.1(a); and (ii) Seller’s trade names, pledgeslogos, chargesservice marks and trademarks and any variation or forms thereof, encumbrancesincluding the name “Passport Health Plan” (the “Seller Intellectual Property”); (b) subject to the receipt of the Required Medicaid Regulatory Approvals and consummation of the Medicaid Novation, equities all of Seller’s rights and interests in the CHFS Medicaid Contract to the extent arising on or claims. after the CHFS Medicaid Contract Transfer Date and all rights to provide services to Medicaid Enrollees in Seller’s health plans comprising the Medicaid Business and the corresponding revenues (including bonuses) payable by payors with respect to such Medicaid Enrollees (and other individuals) to the extent such revenues (including bonuses) relate to dates of service that occur on or after the CHFS Medicaid Contract Transfer Date; (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all the receipt of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments Required D-SNP Regulatory Approvals and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated herebyD-SNP Novation and the terms of the New Reinsurance Agreement, Buyer will be entitled to use all of Seller’s or UHC’s rights and interests in the Acquired Assets D-SNP Contract to the full extent that Sellers used arising on or after the same immediately prior D-SNP Contract Transfer Date and all rights to provide services to D-SNP Enrollees in Seller’s or UHC’s health plans comprising the D-SNP Business and the corresponding revenues (including bonuses) payable by payors with respect to such D-SNP Enrollees (and other individuals) to the transfer extent such revenues (including bonuses) relate to dates of the Acquired Assets. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, service that occur on or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.D-SNP Contract Transfer Date; -2-

Acquired Assets. (a) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result in a breach of the terms and conditions ofSeller shall, or result in a loss of rights under, or result in the creation manner and form reasonably specified by Purchaser, deliver to Purchaser or a designated Subsidiary of any lienPurchaser, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets. Such delivery shall include conveyance documents in the mutually agreeable forms attached hereto as Exhibit G, free and clear of all mortgagesincluding: (A) a Quit Claim Deed, liens, leases, pledges, charges, encumbrances, equities lease or claims. (c) The Acquired Assets are not subject easement as to any material liabilityTransferred Real Property Interest not owned in fee simple by the Seller; (B) Assignments as to any rights of way, absolute easements or contingent. other Transferred Real Property Interests owned or held by Seller; (dC) The list a General Assignment and Bill of Acquired Assets set forth in Appendix B of this Agreement is an accurate description Sale for the sale and transfer of all of the Mineral Leases Acquired Assets (the “General Assignment”); (D) one or more Grants of Sellers Easement (Hut Site) for the portion of the Acquired Assets consisting of Seller-owned hut sites and a Grant of Easement (Satellite Dish Site) for the portion of the Acquired Assets consisting of Seller’s satellite dish site; and (E) one or more Assignments of Commercial Easement for the portion of the Acquired Assets consisting of Hut Sites that are being assigned by the Sellers to the Buyer pursuant to this Agreement. not Seller-owned. In addition, Seller shall provide: (e1) The list physical delivery of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contractssuch documents, agreements, licenses, leases, arrangements, commitments keys and other undertakings tangible property relating to the Acquired Assets Business as Purchaser may reasonably request; (2) such other instruments of conveyance, assignment and transfer as may reasonably be requested by Purchaser to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses vest in Purchaser good and commitments are valid, binding valid title in and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, ; and upon the consummation (3) electronic copies of the transactions contemplated hereby, Buyer will be entitled to use the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of any Software included in the Acquired Assets. All such conveyance documents shall collectively be referred to herein as the “Collateral Agreements. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.”

Acquired Assets. (aExcept as set forth in §3(e) The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby will not result Disclosure Schedule, (i) Seller is the sole and exclusive legal and equitable owner of all right, title and interest in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any to all of the Acquired Assets for any reasonincluding all of the rights to produce, including but not limited to pursuant to (i) Sellers’ charter documentsreproduce, license, develop, use and distribute the online curricula materials; and (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have Seller has good and marketable title to all of the Acquired Assets, Assets free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The the interests and rights of any other party. None of the Acquired Assets are contain any defamatory, scandalous, obscene, libelous or unlawful matter. The Seller has not subject to received any material liability, absolute claim or contingent. (d) The list of complaint that the Acquired Assets contain any defamatory, scandalous, obscene, libelous or unlawful matter. Except as set forth in Appendix B §3(e) of this Agreement is an accurate description of the Disclosure Schedule. all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable may be transferred to Buyer without the consent or approval of any other party or such consent will be obtained person. Except as set forth in writing prior to §3(e) of the Closing. (f) No consent is necessary to effect the transfer to Buyer of any Disclosure Schedule, none of the Acquired AssetsAssets are subject to any lease, license, right, security interest, mortgage, pledge, lien, charge, encumbrance, claim, covenant or restriction of any kind or character, direct or indirect, whether accrued, absolute, contingent or otherwise (an “Encumbrance”). The Acquired Assets are in good repair, order and condition (reasonable wear and tear excepted), are suitable for the purposes for which they are presently being used, and upon the consummation are adequate to meet all present requirements of the transactions contemplated hereby, Buyer will be entitled to use the Business. The Acquired Assets will furnish Buyer with all of the capacity and rights to operate the full extent that Sellers used Business in the same immediately prior to the transfer of the Acquired Assetsmanner as presently and historically operated by Sellers. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.

Acquired Assets. (a) Seller owns good, valid and marketable title to the Real Property, subject only to Permitted Exceptions, and, together with FCS, good, valid and marketable title or a valid leasehold interest in, all of the other Acquired Assets and all of the Acquired Assets are free and clear of all restrictions on or conditions to transfer or assignment, liens, defects, encumbrances and claims of any kind whatsoever, (collectively, “Liens”), other than those Liens which are described in Schedule 2.10(a) (the Liens referred to in Schedule 2.10(a) are referred to herein as “Permitted Liens”); and Seller has the complete and unrestricted power, right and authority to transfer, sell, assign, convey and deliver the Acquired Assets to Buyer in accordance with the terms hereof. To the knowledge of Seller, Seller is not in violation of any zoning, building or safety ordinance, regulation or requirement or other law or regulation applicable to its properties, nor has it received any notice of violation with which it has not complied. (b) The execution Acquired Assets constitute all of the assets, properties, licenses and delivery other agreements which are presently being used primarily in, or necessary to conduct, the Business as presently conducted. (c) The tangible property constituting a portion of this Agreement the Acquired Assets has been maintained and serviced by Seller in accordance with the usual and customary practices of the Business, and Seller has not received any notice that any of such tangible property is in violation of any existing law or any building, zoning, health, safety or other ordinance, code or regulation; subject to the foregoing, the tangible property is sold as is. (d) Schedule 2.10(d) sets forth a list of all real property leases (the “Leases”) in effect as of the date hereof under which Seller is a lessee or a successor or assignee of the tenancy interest therein, which leased real property is utilized in connection with the Business. All Leases are currently in full force and effect and constitute legal, valid and binding obligations of Seller, and, to Seller’s knowledge, the other parties thereto. Seller has made available to Buyer true, correct and complete copies of all Leases, including all amendments, modifications and renewals thereof. To Seller’s knowledge, there are no defaults by the landlord under any of the Leases; Seller has not waived any rights under any of the Leases; and there is no pending or, to Seller’s knowledge, threatened action or proceeding which could adversely affect Buyer’s use of the premises after consummation of the transactions contemplated hereby. No other party to a Lease has notified Seller of its intention to cease to perform any services required to be performed by it or withhold any payment required to be made by it thereunder. Except as disclosed in Schedule 2.10(d), none of the Leases would require the consent or approval of any party thereto other than Seller or the consent or approval of any third party in connection with the consummation of the transactions contemplated hereby will not or contains any provision that, as a result in a breach of the terms and conditions of, or result in a loss of rights under, or result in the creation of any lien, charge or encumbrance upon, any of the Acquired Assets for any reason, including but not limited to pursuant to (i) Sellers’ charter documents, (ii) any franchise, mortgage, deed of trust, lease, license, permit, agreement, contract, instrument or undertaking to which Sellers are a party or by which they or any of their properties are bound, or (iii) any statute, rule, regulation, order, judgment, award or decree. (b) Sellers have good and marketable title to all of the Acquired Assets, free and clear of all mortgages, liens, leases, pledges, charges, encumbrances, equities or claims. (c) The Acquired Assets are not subject to any material liability, absolute or contingent. (d) The list of Acquired Assets set forth in Appendix B of this Agreement is an accurate description of all of the Mineral Leases of Sellers that are being assigned by the Sellers to the Buyer pursuant to this Agreement. (e) The list of Acquired Assets set forth in Appendix B to this Agreement contains a list of all contracts, agreements, licenses, leases, arrangements, commitments and other undertakings relating to the Acquired Assets to which Sellers are a party or by which they or the Acquired Assets are bound. All of such contracts, agreements, leases, licenses and commitments are valid, binding and in full force and effect, and are assignable to Buyer without the consent of any other party or such consent will be obtained in writing prior to the Closing. (f) No consent is necessary to effect the transfer to Buyer of any of the Acquired Assets, and upon the consummation of the transactions contemplated herebyby this Agreement, Buyer will causes one or more of the following to occur: (i) Seller is deemed to be entitled in default, or there exists a lapse of time which would result in default, under such Lease (with or without the giving of notice and any cure period); (ii) automatically voids such Lease or renders voidable, by any party other than Seller, the Lease or provides any party other than Seller with a right to use terminate or rescind such Lease; (iii) imposes any fine, penalty, charge or increase in payments or other charges required to be made by Seller under such Lease; or (iv) otherwise modifies any of the material terms of such Lease. (e) Schedule 2.10(e) sets forth a list of all of the locations where any of the Acquired Assets to the full extent that Sellers used the same immediately prior to the transfer of the Acquired Assetsare personal property are located. (g) On the Closing, Buyer will have no less than a 78% net revenue interest in the Mineral Leases, or greater as indicated in Appendix B to this Agreement. (h) There is no condition, order, or situation or any basis for such that would cause the prohibition of customary oil and gas drilling on the Mineral Leases after the Closing in accordance with applicable laws, rules and regulations.