Common use of Acquired Assets Clause in Contracts

Acquired Assets. On the terms and subject to the conditions ---------------- contained in this Agreement, on the Closing Date, Purchaser shall acquire from Seller, and Seller shall convey, assign, transfer and deliver to Purchaser by appropriate instruments reasonably satisfactory to Purchaser and its counsel, on an "as is" basis and subject to the assumption of all Liens relating to the Acquired Assets and all other liabilities relating to the Acquired Assets and the Business, all assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller to the extent related or used in the Business including all of the following (collectively, the "Acquired -------- Assets"), but excluding all Excluded Assets: (i) all cash items listed on the Acquired Assets Schedule; -------------------------- (ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property listed on the Acquired Assets Schedule; -------------------------- (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products ; (v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, correspondence and business records; (vi) all Proprietary Rights, if any, including, without limitation, those listed on the Proprietary Rights ; ------------------------- (vii) all trade accounts receivable as of the Closing Date, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (the "Acquired Receivables"); ---------------------

Acquired Assets. On Upon the terms and subject to the conditions ---------------- contained set forth in this Agreement, on at the Closing DateClosing, Purchaser Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and assume from Seller, all of Seller’s Interest in and Seller shall convey, assign, transfer and deliver to Purchaser by appropriate instruments reasonably satisfactory to Purchaser and its counsel, on an "as is" basis and subject to the assumption of all Liens relating to the Acquired Assets and all other liabilities relating to the Acquired Assets and the Business, all following assets, properties, rightsrights and interests, titles free and interests clear of every kind all Encumbrances (other than Permitted Encumbrances), (the “Acquired Assets”): (a) the Site and nature ownedthe Facility; (b) those easements and other Contracts relating to the Site set forth in Section 2.1(b) of the Seller Disclosure Schedule (“Assumed Real Property Contracts”); (c) the machinery, licensed equipment, vehicles, furniture, Inventory and other personal property used primarily in connection with the operation of, or leased for consumption at, the Facility or the Site, including any property purchased but not yet located at the Facility or the Site (collectively, “Personal Property”); (d) all Permits and Environmental Permits relating to the Site and the Facility; (e) all Contracts entered into by Seller related to the extent related Facility or the Site, as set forth in Section 2.1(e) of the Seller Disclosure Schedule (collectively with the Assumed Real Property Contracts, the “Assumed Contracts”); (f) any and all inventory items used for the Business, including: consumables; lubricants, chemicals, fluids, lubricating oils, fuel oil, filters, fittings, connectors, seals, gaskets, hardware, wire and other similar materials; maintenance, shop and office supplies; replacement, spare or other parts; tools, special tools or similar equipment; and similar items of movable property and other materials located at or in transit to, or held for use at the Facility or the Site or used in connection with the Business including all of Facility or the following Site (collectively, “Inventory”); (g) all of Seller’s rights to use and sell electricity, capacity or ancillary services with respect to the "Acquired -------- Assets"), but excluding period commencing after the Effective Time; (h) all Excluded Assets:Intellectual Property related solely to the Site or Facility or used primarily in connection with the Business; (i) all cash items listed on Emission Allowances held by or allocated or issued to Seller or with respect to Seller’s Interest in the Site or Facility in connection with the Business or the Acquired Assets Schedule; --------------------------for the year in which Closing occurs and each year thereafter or otherwise needed to offset Seller’s share of emissions with respect to the Facility under the Emissions Agreement prior to the Closing Date; (iij) all machinerythe rights which, equipmentif not for the transactions contemplated herein, toolswould have accrued to Seller in and to any causes of action, furnitureClaims (including rights under Insurance Policies to proceeds, spare parts and supplies, computers and all related equipment, telephones and all refunds (other tangible personal property listed on than refunds relating to Taxes for Pre-Closing Periods as prorated pursuant to the Acquired Assets Schedule; -------------------------- (iiimethod described in Section 3.4(a)) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and distributions thereunder paid after the Closing Date, ) and defenses against third parties (including indemnification and contribution) relating to contact and do business with to the extent of any distributor, broker Acquired Assets or sales representative that distributes Seller's products Assumed Liabilities arising after the Closing Date; (vk) all lists unexpired warranties, indemnities and records pertaining guaranties made or given by manufacturers, overhaulers, assemblers, refurbishers, vendors and service providers and other comparable third parties to customer accounts the extent relating exclusively to the Facility, the Site or the Acquired Assets (whether past or currentbut excluding those warranties, indemnities and guarantees related to any Excluded Assets), suppliers, distributors, personnel and agents and all other books, correspondence and business recordswhether provided in connection with the purchase of equipment or entered into independently of such purpose; (vil) the PJM capacity sales listed in Section 2.1(l) of the Seller Disclosure Schedule and all Proprietary RightsPJM capacity sales entered into by Seller after the Execution Date with respect to its Interest, if any, including, without limitation, those listed on the Proprietary Rights ; ------------------------- (vii) all trade accounts receivable as of in each case excluding capacity sales revenue received by Seller prior to the Closing Date; and (m) all other assets, such accounts receivable rights and interests used exclusively in relation to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of or in connection with the Closing (Facility; provided, however, that the "Acquired Receivables"); ---------------------Assets shall not include the Excluded Assets.

Acquired Assets. On the terms and subject to the conditions ---------------- contained in of this Agreement, on at the Closing DateClosing, Purchaser shall acquire from Seller, and Seller shall conveywill sell, assign, convey, transfer and deliver to Purchaser by appropriate instruments reasonably satisfactory to Purchaser Buyer, and its counselBuyer will purchase, on an "as is" basis assume and subject acquire from Seller, free and clear of all Encumbrances except for Permitted Encumbrances, all of Seller’s right, title and interest in and to the assumption of all Liens relating to the Acquired Assets and all other liabilities relating to the Acquired Assets and the Business, all assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased assets used by Seller to the extent related or used carry out its VA Distribution Business in the Business including all Transferred Territory as of the following Effective Time, except for the assets expressly excluded below or excluded in Section 2.2, including the assets more specifically described below and added after the date hereof pursuant to Section 2.6 (collectively, the "“Acquired -------- Assets"”): (a) the real property described on Schedule 2.1(a) (including the control buildings and the other buildings and related improvements located thereon) (collectively, the “Owned Real Property”); (b) all of Seller’s Easements in the Transferred Territory that are primarily related to the VA Distribution Business, including the easements listed on Schedule 2.1(b) (including the control buildings and the other buildings and related improvements located thereon) (collectively, the “Transferred Easements”); (c) all of the substations, control buildings, service centers and other buildings, fixtures and improvements located on the Owned Real Property or a Transferred Easement, unless such substation, building, fixture or improvement is (i) used in both Seller’s VA Distribution Business and Seller’s transmission business (a “Shared Location”) and (ii) included on Schedule 2.2(a); Schedule 2.1(c)(1) lists all of the service centers and substations in the Transferred Territory, whether located on Owned Real Property or a Transferred Easement, that are used only in the VA Distribution Business; Schedule 2.1(c)(2) lists all of the Shared Locations in the Transferred Territory; (d) the Distribution Facilities; (e) Buyer’s Shared Equipment; (f) all Inventories, but excluding those Inventories not located at a facility listed on Schedule 2.1(c)(1) or 2.1(c)(2) or deemed to be included as an Acquired Asset pursuant to Section 2.6(c) hereof; (g) except for the Excluded Tangible Personal Property, all Excluded Assets:other machinery (mobile or otherwise), equipment (including computer and office equipment), tools, furniture and furnishings and other personal property that, in each case, are not classified as inventory under GAAP and that are owned by Seller and used or held for use by Seller primarily in the VA Distribution Business in the Transferred Territory (the “Tangible Personal Property”), provided, that with respect to vehicles and trailers owned by Seller, the Acquired Assets will only include those vehicles and trailers set forth on Schedule 2.1(g); (h) subject to Section 2.5, all rights of Seller as lessee under the leases set forth on Schedule 2.1(h) (the “Equipment Leases”) to the extent relating to equipment or vehicles primarily related to the VA Distribution Business in the Transferred Territory; provided, that with respect to vehicles and trailers subject to an Equipment Lease, only those vehicles and trailers set forth on Schedule 2.1(h); (i) all cash items listed on Contracts in effect as of the date of this Agreement that relate primarily to the VA Distribution Business in the Transferred Territory, including operating agreements, franchise agreements, customer contracts, electrical service agreements, interconnect agreements, interchange agreements, borderline agreements, encroachment agreements, pole-attachment agreements, joint-use agreements, and including any Contracts that relate primarily to the VA Distribution Business in the Transferred Territory that are entered into by Seller after the date of this Agreement in accordance with the terms of Section 7.1, but not including the Power Purchase Agreements except as otherwise provided in Section 7.23 (collectively, the “Transferred Contracts”); (j) all customer lists and customer information databases (including customer load data); vendor lists; operational and performance data for the Acquired Assets ScheduleAssets, GIS information, books and records; --------------------------meter reading and service data; operating, safety and maintenance records; warranty information; engineering designs, plans, blueprints and as-built plans and specifications and procedures; system drawings; ledgers, files, documents, studies, reports, creative materials, advertising and promotional materials, and other written, printed or electronic materials, in each case, to the extent primarily related to the VA Distribution Business in the Transferred Territory and in Seller’s possession or in the possession of any third parties within Seller’s reasonable control or influence; (k) all Permits of Seller, including Transferable Permits, that relate primarily to the VA Distribution Business in the Transferred Territory; (l) all unexpired warranties relating to the Acquired Assets; (m) all Accounts Receivable and Unbilled Revenue, together with all rights to enforce, execute on or collect the same, and all rights relating to the Customer Deposits (but not the cash related to such deposits); (n) all claims, causes of action, rights of recovery, rights of set off and rights of recoupment of Seller against third parties to the extent relating to the Assumed Obligations; (o) all Intellectual Property described in Schedule 2.1(o) (the “Acquired Intellectual Property”); (p) rights to CRRs to which Seller is entitled as an LSE for the Transferred Territory pursuant to the PJM Agreements, including (i) all Auction Revenue Rights to which Seller is entitled that are allocable to the Transferred Territory and (ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property listed Financial Transmission Rights to which Seller is entitled that are allocable to the Transferred Territory based on the Acquired Assets Schedule; -------------------------- (iii) all Transferred Territory’s load ratio share of the peak load of Allegheny’s PJM Load Zone pursuant to the PJM Agreements, except to the extent such rights existing under all purchase orders have been assigned by Seller pursuant to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products Power Purchase Agreements; (vq) all lists and records pertaining rights to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, correspondence and business recordsserve the existing certified service territory of Seller in the portion of the Commonwealth of Virginia described in Annex A hereto; (vir) the Transferring Employee Records, to the extent permitted by Law; (s) the assets deemed to be Acquired Assets pursuant to Sections 2.5 or 2.6; (t) all Proprietary Rightscarbon credits and renewable energy attributes, including renewable energy credits, green tags, carbon emissions reductions and similar attributes, if any, including, without limitation, those listed on to the Proprietary Rights extent primarily related to the VA Distribution Business in the Transferred Territory; -------------------------and (viiu) all trade accounts receivable as of the Closing Date, such accounts receivable rights and obligations related to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (the "Acquired Receivables"); ---------------------Regulatory Assets.

Acquired Assets. On Upon the terms and subject to the conditions ---------------- contained set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to the MF Buyer and the ▇▇▇▇▇▇ Buyer, respectively, and applicable Buyer shall purchase, acquire and assume from Seller, all of Seller’s Interests in and to the following assets, properties, rights and interests, free and clear of all Encumbrances (other than Permitted Encumbrances) (the “Acquired Assets”) (with respect to the MF Buyer, the Acquired Assets relating to the MF Interest, MF Facility and MF Site, and with respect to the ▇▇▇▇▇▇ Buyer, the Acquired Assets relating to the ▇▇▇▇▇▇ Interest, ▇▇▇▇▇▇ Facility and ▇▇▇▇▇▇ Site): (a) the Sites and the Facilities; (b) those easements and other Contracts relating to the Sites set forth in Section 2.2(b) of the Seller Disclosure Schedule (“Assumed Real Property Contracts”); (c) the machinery, equipment, vehicles, furniture, Inventory and other personal property used primarily in connection with the operation of, or for consumption at, the Facilities or the Sites, including any property purchased but not yet located at the Facilities or the Sites (collectively, “Personal Property”); (d) all Permits and Environmental Permits relating to the Sites and the Facilities; (e) the Contracts set forth in Section 2.2(e) of the Seller Disclosure Schedule (collectively with the Assumed Real Property Contracts, the “Assumed Contracts”); (f) any Facility Books and Records in the possession of Seller to the extent the information therein is not duplicative of Facility Books and Records already in possession of Buyer as an existing partial owner; Americas 92513545 (g) any and all inventory items used for the Business, including: consumables; lubricants, chemicals, fluids, lubricating oils, fuel oil, filters, fittings, connectors, seals, gaskets, hardware, wire and other similar materials; maintenance, shop and office supplies; replacement, spare or other parts; tools, special tools or similar equipment; and similar items of movable property and other materials located at or in transit to, or held for use at the Facilities or the Sites or used in connection with the Facilities or the Sites (collectively, “Inventory”); (h) all rights of Seller to use and sell electricity, capacity or ancillary services with respect to the Facilities for the period commencing after the Effective Time; (i) except as set forth in Section 2.3(h), all Intellectual Property related to the Sites or Facilities or used in connection with the Business; (1) all Acid Rain Allowances for calendar year 2018 and subsequent years and, for calendar year 2017, a pro-rata share of Acid Rain Allowances based on the number of days within 2017 before and after Closing; and (2) to the extent that Seller’s accounts hold CSAPR Allowances for 2017 and subsequent years relating to the Facilities, all such CSAPR Allowances, which Buyer shall receive subject to the obligation to remit as of the appropriate compliance date sufficient CSAPR Allowances to cover Seller’s share of the applicable emissions for the pre-Closing period; (k) the rights which, if not for the transactions contemplated herein, would have accrued to Seller in and to any causes of action, Claims (including rights under Insurance Policies to proceeds, refunds or distributions thereunder paid after the Closing Date, Purchaser shall acquire from Seller, ) and Seller shall convey, assign, transfer defenses against third parties (including indemnification and deliver contribution) relating to Purchaser by appropriate instruments reasonably satisfactory to Purchaser and its counsel, on an "as is" basis and subject to the assumption extent of any Acquired Assets or Assumed Liabilities arising after the Closing Date; (l) all Liens unexpired warranties, indemnities and guaranties made or given by manufacturers, overhaulers, assemblers, refurbishers, vendors and service providers and other comparable third parties to the extent relating to the Facilities, the Sites or the Acquired Assets (but excluding those warranties, indemnities and guarantees related to any Excluded Assets), whether provided in connection with the purchase of equipment or entered into independently of such purpose; (m) except as provided in Section 2.3(e) (with respect to the period prior to the Effective Time), the PJM capacity sales listed in Section 2.2(m) of the Seller Disclosure Schedule and all PJM capacity sales entered into by Seller after the Execution Date with respect to its Interest; (n) except as provided in Section 2.3, all other assets, rights and interests used exclusively in relation to or in connection with the Facilities; and (o) any and all claims of Seller (and any predecessor) for refunds or credits of any ad valorem property Taxes attributable to the Acquired Assets and all other liabilities relating to for the taxable period that includes the Closing Date; Americas 92513545 provided, however, that the Acquired Assets and shall not include the Business, all assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller to the extent related or used in the Business including all of the following (collectively, the "Acquired -------- Assets"), but excluding all Excluded Assets: (i) all cash items listed on the Acquired Assets Schedule; -------------------------- (ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property listed on the Acquired Assets Schedule; -------------------------- (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products ; (v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, correspondence and business records; (vi) all Proprietary Rights, if any, including, without limitation, those listed on the Proprietary Rights ; ------------------------- (vii) all trade accounts receivable as of the Closing Date, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (the "Acquired Receivables"); ---------------------.

Acquired Assets. On Subject to the terms and subject to the conditions ---------------- contained set forth in this Agreement, on at the Closing DateClosing, Purchaser shall acquire from Seller, and Seller shall sell, convey, assign, transfer and deliver to Purchaser by appropriate instruments reasonably satisfactory and Purchaser shall purchase, accept, acquire and take assignment and delivery of, all right, title and interest in, to Purchaser and its counsel, on an "as is" basis and subject under the following assets of Seller related directly to the assumption of all Liens relating to the Acquired Assets and all other liabilities relating to the Acquired Assets and the Business, all assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller to the extent related or used in the Seller's EventPlus Business including all of the following (collectively, the "Acquired -------- AssetsACQUIRED ASSETS") free and clear of all Encumbrances: (a) all rights to revenues derived after Closing from the provision of event services to accounts and customers listed on SCHEDULE 1.1 (a) (the "EVENTPLUS CUSTOMER ACCOUNTS"); (b) all the contracts with EventPlus Customer Accounts which provide for the provisioning, but excluding use and purchase of event services to be provided on specific dates after Closing, as identified on SCHEDULE 3.7(a)(i) (the "OPEN EVENT CONTRACTS"); (c) the other contracts listed on SCHEDULE 3.7(a)(ii) with the EventPlus Customer Accounts; (d) any deposits associated with the Open Event Contracts or other assigned contracts that have been collected prior to or on the Closing Date for event services to be provided after the Closing Date; (e) a worldwide royalty free perpetual license to Seller's EventPlus(TM) software and source code (tht "EVENTPLUS SOFTWARE") used to support the registration process for the EventPlus Customer Accounts pursuant to the registration software license agreement in the form of Exhibit F (the "REGISTRATION SOFTWARE LICENSE AGREEMENT"); (f) the toll free telecommunications access numbers listed on SCHEDULE 1.1(f) associated with the EventPlus Business (the "ACCESS NUMBERS"); (g) all Excluded Assets:accounting books and records, customer files (including customer credit and collection information), sales agent records and sales and purchase correspondence relating directly to the EventPlus Business; PROVIDED, that Seller may retain a copy of such records, on a confidential basis, to support its own Web Collaboration Business and its accounting and collection activities or any obligation arising under this Agreement or the Transition Services Agreement; (h) all warranties, indemnities or other rights relating directly to the Open Event Contracts; and, (i) all cash items listed on goodwill related to, arising from or used in connection with the Acquired Assets Schedule; -------------------------- (ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property listed on the Acquired Assets Schedule; -------------------------- (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products ; (v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, correspondence and business records; (vi) all Proprietary Rights, if any, including, without limitation, those listed on the Proprietary Rights ; ------------------------- (vii) all trade accounts receivable as of the Closing Date, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (the "Acquired Receivables"); ---------------------EventPlus Business.

Acquired Assets. On Upon the terms and subject to the conditions ---------------- contained set forth in this Agreement, Agreement and on the basis of the representations, warranties, covenants and agreements contained herein, at the Closing Dateas provided in Section 1.9, Seller shall contribute, assign, transfer, convey and deliver to Purchaser, and Purchaser shall acquire from Seller, all of Seller’s right, title and Seller shall convey, assign, transfer interest in and deliver to Purchaser by appropriate instruments reasonably satisfactory to Purchaser and its counsel, on an "as is" basis and subject to all of the assumption of all Liens relating to the Acquired Assets and all other liabilities relating to the Acquired Assets and the Business, all assets, properties, rights, titles Commitments and interests claims of every Seller, of whatever kind and nature nature, real or personal, tangible or intangible, that are owned, leased or licensed or leased by Seller to or any of its affiliates at the extent related or used in Closing, other than the Business including all of the following Excluded Assets (collectively, the "“Acquired -------- Assets"”), but excluding all Excluded Assetsin each case free and clear of Encumbrances, including: (a) All trade accounts receivable, notes receivable, negotiable instruments and chattel paper (collectively, the “Accounts Receivable”); (b) All equipment, maintenance materials, furniture, furnishings, fixtures, tools, equipment and other tangible personal property, wherever located (collectively, the “Equipment”); (c) All Intellectual Property owned by Seller or any of their affiliates (“Business IP”); (d) All trade secrets, confidential information, know-how, market surveys and technical know-how of Seller; (i) all cash items listed on open purchase orders related to a client’s request to Seller to supply services and for which Seller has not completed the Acquired Assets Schedule; -------------------------- work related thereto, and (ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property Commitments listed on Section 1.1(g) of the Acquired Assets Disclosure Schedule; --------------------------, other than (A) Seller Employee Benefit Plans or Commitments related to Seller Employee Benefit Plans or any collective bargaining agreement (or similar agreement or other labor union contract) and (B) any other Commitment that is an Excluded Liability (all of the Commitments covered by clauses (i) and (ii) are collectively referred to herein as the “Business Commitments”); (iiif) All books and records, including all rights existing under all purchase orders business records in any form or medium, research material, tangible data, documents, personnel records with respect to purchase Transferred Employees, invoices, manuals, lists and correspondence regarding customers, vendors, service providers, sales and promotional literature, catalogs and advertising material used for the marketing of services, in each case whether stored or sell goods maintained in hard copy, digital or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser electronic format or otherwise (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii“Business Records”); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products ; (vg) all lists All permits, approvals, authorizations, licenses, franchises, certificates, privileges, immunities, orders, registrations, easements and records pertaining to customer accounts rights from Governmental Entities (whether past or currentcollectively, “Permits”), suppliers, distributors, personnel and agents and all other books, correspondence and business recordsto the extent transferable; (vih) All rights, causes of action, claims and credits to the extent relating to the Business, any Acquired Asset or any Assumed Liability, including any such items arising under insurance policies and all Proprietary Rightsguarantees, if anywarranties, including, without limitation, those listed on the Proprietary Rights ; -------------------------indemnities and similar rights in favor of Seller in respect of any other Acquired Asset or any Assumed Liability; (viii) all trade accounts receivable as of All telephone numbers, e-mail addresses and domain names related to the Closing DateBusiness; and (j) All goodwill generated by, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of associated with, the Closing (the "Acquired Receivables"); ---------------------Business.

Acquired Assets. On the terms and subject to the terms and conditions ---------------- contained in of this Agreement, on at the Closing DateClosing, Purchaser Buyer shall acquire purchase from Sellereach Alarm Subsidiary, and Seller each Alarm Subsidiary shall conveysell, assigntransfer, transfer convey and deliver to Purchaser by appropriate instruments reasonably satisfactory to Purchaser Buyer, free and its counsel, on an "as is" basis and subject to the assumption clear of all Liens relating to the Acquired Assets and all any Security Interest other liabilities relating to the Acquired Assets and the Businessthan Permitted Liens, all assetsof its right, properties, rights, titles title and interests of every kind interest in and nature owned, licensed or leased by Seller to the extent related or used in the Business including all of the following assets included in or used primarily in the business of the Alarm Service Assets (other than the Excluded Assets) (collectively, the "Acquired -------- Assets"), but excluding all Excluded Assets: including, without limitation (isubject to retention by the Alarm Subsidiaries pursuant to Section 2.2) all cash items of their right, title and interest in the assets listed on the Acquired Assets Schedule; --------------------------Schedule attached hereto and the following assets to the extent used or included in or generated in connection with the operations of the Alarm Service Assets: (iia) all the lock boxes of RSC, Seller and the Alarm Subsidiaries; (b) prepaid costs and prepaid expenses; (c) accounts, notes and other receivables; (d) Inventory including raw materials and supplies, manufactured and purchased parts (including without limitation motion, smoke and heat detectors and alarm control panels whether or not held on the Companies' premises, its customers' premises or elsewhere), work-in-process, finished goods and other items of inventory; (e) machinery, equipment, tools, furniture, spare parts fixtures, leasehold improvements, vehicles and supplies, computers and all related equipment, telephones and all other tangible personal property including that listed on the Acquired Assets Schedule; --------------------------Schedule attached hereto; (iiif) Intellectual Property, goodwill associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the laws of all rights existing under all purchase orders to purchase or sell goods or productsjurisdictions; the names, includingtrade names, without limitationtrade dress, any such purchase order listed and logos as described on the "Intellectual Property Schedule attached hereto; (g) rights under agreements, contracts, purchase orders, contractual rights and other similar arrangements, including all amendments thereto, that relate to the Alarm Service Assets that are Small Contracts, Customer Contracts Schedule" and under each other contract listed or are set forth on the ------------------ Assumed Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser attached hereto (collectively, the "Assigned Assumed Contracts") See Schedule 2.1(a)(iii); -------------------; (ivh) performance, surety and warranty bonds entered into in the Ordinary Course of Business; (i) prepayments and deposits to the extent any benefit therefrom could inure to Buyer after the Closing; (j) all distribution systems claims, refunds, rights of recovery, rights of set off and networks includingrights of recoupment of any kind, without limitation, the right, from and after except with respect to (i) Taxes incurred prior to the Closing Date, (ii) insurance with respect to contact Excluded Assets and do business (iii) holdbacks of Republic stock with any distributor, broker or sales representative that distributes Seller's products respect to acquisitions by the Companies prior to the Closing Date; (vk) all lists franchises, approvals, permits, licenses, orders, registrations, certificates, variances and records pertaining similar rights obtained from governments and governmental agencies, to customer accounts the extent transferable to Buyer; (whether past or current)l) rights to the telephone numbers used in the operation of the Alarm Service Assets and rights to receive mail and other communications addressed to the Companies which relate to the Alarm Service Assets (including mail and communications from customers, suppliers, distributors, personnel and agents and all other books, correspondence others and business recordspayments with respect to the Acquired Assets); (vim) all Proprietary Rightsbooks, if anyrecords, includingledgers, without limitationfiles, those listed on documents, correspondence, lists, drawings, specifications, advertising and promotional materials, studies, reports and other printed or written materials relating to the Proprietary Rights ; -------------------------Acquired Assets or the Services; (viin) all trade accounts receivable as other property owned by the Alarm Subsidiaries and used primarily in the operations of the Alarm Service Assets at any time prior to the Closing Date, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (the "Acquired Receivables"); ---------------------.

Acquired Assets. On the terms and subject to the conditions ---------------- contained set forth in this Agreement, on and in reliance upon the covenants, representations and warranties of the Seller and the Shareholder, at the Closing Date(as defined in Section 2.3 hereof), Purchaser shall acquire purchase from the Seller, and the Seller shall conveysell, assign, transfer and deliver to Purchaser by appropriate instruments reasonably satisfactory to Purchaser Purchaser, free and its counsel, on an "as is" basis and subject to the assumption clear of all Liens relating to the Acquired Assets any and all Liabilities, pledges, liens, obligations, claims, charges, tenancies, security interests, exceptions or encumbrances whatsoever (collectively, “Liens”), other liabilities relating to the Acquired Assets and the Businessthan Permitted Liens, all assets, propertiesrights and properties of the Seller, rights, titles and interests of every nature, kind and nature owneddescription whatsoever, licensed or leased by Seller to tangible and intangible, wherever located and as they exist on the extent related or used in date hereof, other than the Business including all of the following Excluded Assets (collectively, the "Acquired -------- “Assets"”), . The Assets are more fully set forth on Schedules 2.1(a) and (b) of the disclosure schedules attached hereto and include (but excluding all Excluded Assetsare not limited to) the following: (i) all cash items listed on Cash in bank accounts of the Acquired Assets Schedule; --------------------------Seller immediately prior to the Closing; (ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property listed on the Acquired Assets Schedule; --------------------------All Tangible Personal Property; (iii) All Accounts Receivable; (iv) All of the Assigned Contracts; (v) All permits relating to the acquisition or ownership of the Assets or the operation of the IT Solutions Business; (vi) All data, records, files, manuals, blueprints and other documentation related to the Seller, the Assets and the operation of the IT Solutions Business, including but not limited to (1) service and warranty records; (2) sales promotion materials, creative materials, art work, photographs, public relations and advertising materials, studies, reports, correspondence and other similar documents and records used in the IT Solutions Business, whether in electronic form or otherwise; (3) all rights existing under client and customer lists, telephone numbers and electronic mail addresses with respect to past, present or prospective clients and customers; (4) all purchase orders accounting and tax books, ledgers and records and other financial records relating to purchase or sell goods or productsthe IT Solutions Business and the Assets; (5) all sales and credit records and brochures relating to the IT Solutions Business, purchasing records and records relating to suppliers; and (6) subject to applicable Law, copies of all personnel records of all Seller employees, including the Key Seller Employees. (vii) All of the Seller’s furniture and fixtures, as set forth on Schedule 2.1(a)(vii) hereto (the “Furniture and Fixtures”); (viii) All of the Seller’s tools and equipment, as set forth on Schedules 2.1(a)(viii) hereto (the “Equipment”); (ix) All of the inventory, merchandise, stores of supplies, spare parts, stock-in-trade and work in progress, including, without limitation, any such purchase order listed the items set forth on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Inventory Statement attached hereto as Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii2.1(a)(ix); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products ; (vx) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, correspondence and business recordsAll Intellectual Property; (vixi) All policies and procedures, methods of delivery of services, trade secrets, disks, drawings and specifications, market studies, consultants’ reports, prototypes, and all Proprietary Rightssimilar property of any nature, if anytangible or intangible, including, without limitation, those listed on used in connection with the Proprietary Rights ; -------------------------IT Solutions Business; (viixii) all trade accounts receivable as All goodwill incident to the IT Solutions Business, including the value of the Closing Datenames associated with the IT Solutions Business that are transferred to Purchaser hereunder and the value of good customer relations; (xiii) All computers, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller software programs, automation systems, accounting systems, master disks of source codes, and Purchaser as other proprietary information owned or licensed, whether for general business usage (e.g. accounting, word processing, graphics, spreadsheet analysis, etc.) or specific, unique-to-the-business usage, and all computer operating, security or programming software, owned or licensed and used in the operation of the Closing IT Solutions Business; (xiv) All tangible and intangible forms, whether or not stored, compiled or memorialized, electronically, graphically, photographically, or in writing; and (xv) All other intangible assets (including all Claims, contract rights and warranty and product liability claims against third parties) relating to the "Acquired Receivables"); ---------------------Assets or the IT Solutions Business.

Acquired Assets. On Upon the terms and subject to the conditions ---------------- contained set forth in this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to the MF Buyer and the ▇▇▇▇▇▇ Buyer, respectively, and applicable Buyer shall purchase, acquire and assume from Seller, all of Seller’s Interests in and to the following assets, properties, rights and interests, free and clear of all Encumbrances (other than Permitted Encumbrances) (the “Acquired Assets”) (with respect to the MF Buyer, the Acquired Assets relating to the MF Interest, MF Facility and MF Site, and with respect to the ▇▇▇▇▇▇ Buyer, the Acquired Assets relating to the ▇▇▇▇▇▇ Interest, ▇▇▇▇▇▇ Facility and ▇▇▇▇▇▇ Site): (a) the Sites and the Facilities; (b) those easements and other Contracts relating to the Sites set forth in Section 2.2(b) of the Seller Disclosure Schedule (“Assumed Real Property Contracts”); (c) the machinery, equipment, vehicles, furniture, Inventory and other personal property used primarily in connection with the operation of, or for consumption at, the Facilities or the Sites, including any property purchased but not yet located at the Facilities or the Sites (collectively, “Personal Property”); (d) all Permits and Environmental Permits relating to the Sites and the Facilities; (e) the Contracts set forth in Section 2.2(e) of the Seller Disclosure Schedule (collectively with the Assumed Real Property Contracts, the “Assumed Contracts”); (f) any Facility Books and Records in the possession of Seller to the extent the information therein is not duplicative of Facility Books and Records already in possession of Buyer as an existing partial owner; (g) any and all inventory items used for the Business, including: consumables; lubricants, chemicals, fluids, lubricating oils, fuel oil, filters, fittings, connectors, seals, gaskets, hardware, wire and other similar materials; maintenance, shop and office supplies; replacement, spare or other parts; tools, special tools or similar equipment; and similar items of movable property and other materials located at or in transit to, or held for use at the Facilities or the Sites or used in connection with the Facilities or the Sites (collectively, “Inventory”); (h) all rights of Seller to use and sell electricity, capacity or ancillary services with respect to the Facilities for the period commencing after the Effective Time; (i) except as set forth in Section 2.3(h), all Intellectual Property related to the Sites or Facilities or used in connection with the Business; (1) all Acid Rain Allowances for calendar year 2018 and subsequent years and, for calendar year 2017, a pro-rata share of Acid Rain Allowances based on the number of days within 2017 before and after Closing; and (2) to the extent that Seller’s accounts hold CSAPR Allowances for 2017 and subsequent years relating to the Facilities, all such CSAPR Allowances, which Buyer shall receive subject to the obligation to remit as of the appropriate compliance date sufficient CSAPR Allowances to cover Seller’s share of the applicable emissions for the pre-Closing period; (k) the rights which, if not for the transactions contemplated herein, would have accrued to Seller in and to any causes of action, Claims (including rights under Insurance Policies to proceeds, refunds or distributions thereunder paid after the Closing Date, Purchaser shall acquire from Seller, ) and Seller shall convey, assign, transfer defenses against third parties (including indemnification and deliver contribution) relating to Purchaser by appropriate instruments reasonably satisfactory to Purchaser and its counsel, on an "as is" basis and subject to the assumption extent of any Acquired Assets or Assumed Liabilities arising after the Closing Date; (l) all Liens unexpired warranties, indemnities and guaranties made or given by manufacturers, overhaulers, assemblers, refurbishers, vendors and service providers and other comparable third parties to the extent relating to the Facilities, the Sites or the Acquired Assets (but excluding those warranties, indemnities and guarantees related to any Excluded Assets), whether provided in connection with the purchase of equipment or entered into independently of such purpose; (m) except as provided in Section 2.3(e) (with respect to the period prior to the Effective Time), the PJM capacity sales listed in Section 2.2(m) of the Seller Disclosure Schedule and all PJM capacity sales entered into by Seller after the Execution Date with respect to its Interest; (n) except as provided in Section 2.3, all other assets, rights and interests used exclusively in relation to or in connection with the Facilities; and (o) any and all claims of Seller (and any predecessor) for refunds or credits of any ad valorem property Taxes attributable to the Acquired Assets and all other liabilities relating to for the taxable period that includes the Closing Date; provided, however, that the Acquired Assets and shall not include the Business, all assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller to the extent related or used in the Business including all of the following (collectively, the "Acquired -------- Assets"), but excluding all Excluded Assets: (i) all cash items listed on the Acquired Assets Schedule; -------------------------- (ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property listed on the Acquired Assets Schedule; -------------------------- (iii) all rights existing under all purchase orders to purchase or sell goods or products, including, without limitation, any such purchase order listed on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule and specifically identified as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned Contracts") See Schedule 2.1(a)(iii); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products ; (v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, correspondence and business records; (vi) all Proprietary Rights, if any, including, without limitation, those listed on the Proprietary Rights ; ------------------------- (vii) all trade accounts receivable as of the Closing Date, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (the "Acquired Receivables"); ---------------------.

Acquired Assets. On Upon the terms and subject to the conditions ---------------- contained set forth in this Agreement, on at the Closing Date, Purchaser the Sellers shall acquire from Seller, and Seller shall conveysell, assign, transfer and deliver to Purchaser by appropriate instruments reasonably satisfactory to Purchaser and its counselthe Purchaser, on an "as is" basis and subject to the assumption of all Liens relating to the Acquired Assets and all other liabilities relating to the Acquired Assets and the BusinessPurchaser shall purchase, all properties, assets, properties, rights, titles and interests of every kind and nature ownednature, licensed whether tangible or leased intangible, whether real or personal and wherever located and by Seller whomever possessed, related to the extent related or used in Business and owned by the Business including Sellers free and clear of any and all Liens as of the following Closing Date (other than Permitted Encumbrances), except as set forth in Section 2.1(b) below (collectively, the "Acquired -------- Assets"), but excluding all Excluded Assetsincluding, without limitation: (i) all cash items listed Proprietary Rights owned by either Seller or those Proprietary Rights owned by Stockholder and used in the Business, including without limitation those Proprietary Rights set forth on the Acquired Assets Proprietary Rights Schedule; -------------------------- (ii) , together with all machineryincome, equipmentroyalties, tools, furniture, spare parts damages and supplies, computers and all related equipment, telephones and all other tangible personal property listed on payments due or payable as of the Acquired Assets Schedule; -------------------------- (iii) all rights existing under all purchase orders to purchase Closing or sell goods or productsthereafter, including, without limitation, damages and payments for past, present or future infringements or misappropriations thereof, the right to sue and recover for past infringements or misappropriations ther▇▇▇ and any and all corresponding rights that, now or hereafter, may be secured throughout the world and all copies and tangible embodiments of any such Proprietary Rights (in whatever form or medium); (ii) all of the Sellers' rights existing under leases (other than the Terminated Leases), contracts, distribution arrangements, sales and purchase order listed agreements, other agreements and business arrangements associated with or used by the Business, including, without limitation, all contracts and agreements described on the "Contracts Schedule" and under each other contract listed on the ------------------ Contracts Schedule attached hereto, including renewal rights related thereto (collectively "Contracts"); (iii) all real property leased by the Sellers, and specifically identified as a contract all rights to be assigned easements, servitudes, licenses, rights of way, permits and all appurtenances to ------------------ Purchaser such leased property, including, without limitation, all appurtenant rights in and to public streets, whether or not vacated pursuant to the leases for that real property, held by Seller and associated with or used by the Business (collectively, the "Assigned ContractsReal Property") See Schedule 2.1(a)(iii); -------------------; (iv) all distribution systems leasehold improvements and networks all equipment (including all transportation and office equipment), fixtures, trade fixtures and furniture owned by the Sellers wherever located, including, without limitation, all such items which are located in any building, office or other space leased, owned or occupied by the rightSellers or used in connection with the Real Property (the "Leasehold Improvements"), from and after regardless of whether title to the Closing Date, Leasehold Improvements is subject to contact and do business with any distributor, broker reversion to the landlord or sales representative that distributes Seller's products other third party upon the expiration or termination of such Lease (but subject to those provisions); (v) all lists office supplies, other miscellaneous supplies, and other tangible property of any kind wherever located, including, without limitation, all property of any kind located in any building, office or other space leased, owned or occupied by the Sellers or where any of the Sellers' properties and assets may be situated that are used by or associated with the Business; (vi) all of the Sellers' claims, deposits, prepayments, prepaid expenses, warranties, guarantees, refunds, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment of any kind with respect to the Acquired Assets (other than Cash); (vii) the right to receive and retain mail and other communications relating to the Business; (viii) all lists, records and other information pertaining to customer accounts accounts, personnel and referral sources, suppliers and customers (whether past or current), suppliers, distributors, personnel and agents ; and all other books, ledgers, files, correspondence and business records; records of every kind; whether evidenced in writing, electronically (vi) all Proprietary Rights, if any, including, without limitation, those by computer) or otherwise (the "Business Records") associated with the Business, provided, however, that Sellers may retain copies of and access to the Business Records necessary to collect all accounts receivable and service accounts payable of Sellers; (ix) all advertising, marketing and promotional materials and all other printed or written materials; (x) all transferable permits, Licenses, franchises, orders, registrations, certifications, variances and approvals from all permitting, licensing, accrediting and certifying agencies, and the rights to all data and records held by such permitting, licensing and certifying agencies (collectively "Permits") and all non-transferable Permits pursuant to Section 7.13; (xi) all telephone numbers, including toll-free numbers, used by the Sellers; (xii) all goodwill as a going concern and all other intangible properties; (xiii) the names "Insurance Plus," "Yale International Insurance" and "Yale Insurance;" (xiv) the fixed assets listed on the Proprietary Rights Fixed Assets Schedule; -------------------------and (viixv) except as specified in Section 2.1(b) below, all trade accounts receivable as of other property owned by the Sellers, or in which any Seller has an interest on the Closing Date in any way associated with the Business, including without limitation, all personal computers, signage and fixed assets related to the Business and any and all subsequent improvements or additions thereon through the Closing Date, such accounts receivable to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (the "Acquired Receivables"); ---------------------.

Acquired Assets. On At the terms and subject Closing, Seller agrees to the conditions ---------------- contained in this Agreement, on the Closing Date, Purchaser shall acquire from Seller, and Seller shall convey, assign, transfer sell and deliver to Purchaser by appropriate instruments reasonably satisfactory Buyer all the right, title and interest that Seller possesses and has the right to Purchaser transfer in and its counselto all of the assets constituting the Division (the "ACQUIRED ASSETS"), on an which includes the following: - all products and inventories, tangible or intangible and in whatever medium, and whether raw materials, work-in-progress, samples, prototypes or finished goods provided that all finished goods shall have a minimum of fifteen (15) months until the expiration date thereof (the "as is" basis and subject to the assumption of all Liens relating to the Acquired Assets and all other liabilities relating to the Acquired Assets and the Business, all assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller INVENTORY"); - to the extent related assignable, all governmental or used administrative licenses, certificates, permits, approvals, and registrations (the "PERMITS"); - all intellectual property, and in each case, the Business goodwill associated therewith, including all of the following (collectivelytrademarks, the "Acquired -------- Assets")service marks, but excluding all Excluded Assets: (i) all cash items listed on the Acquired Assets Schedule; -------------------------- (ii) all machinery, equipment, tools, furniture, spare parts and supplies, computers and all related equipment, telephones and all other tangible personal property listed on the Acquired Assets Schedule; -------------------------- (iii) all rights existing under all purchase orders to purchase or sell goods or productstrade names, including, without limitation, any such purchase order listed on the name "ZILACTIN" (and derivatives), copyrights, know-how, patents, trade secrets, internet domain names, and telephone numbers (the "Contracts Schedule" INTELLECTUAL PROPERTY"); - all formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, and under each other contract listed on the ------------------ Contracts Schedule and specifically identified product specifications pertaining to products (hereinafter collectively referred to as a contract to be assigned to ------------------ Purchaser (collectively, the "Assigned ContractsTECHNICAL INFORMATION") See Schedule 2.1(a)(iii); ------------------- (iv) all distribution systems and networks including, without limitation, the right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products ; (v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all notebooks, records reports, databases (regarding stability results, release results and assay results) and other bookswritten documentation which contain or embody the Technical Information; - all rights of Seller under or pursuant to all warranties, correspondence representations and business records; (vi) guarantees or otherwise from or against manufacturers to the extent relating to the Business Division or the products or affecting the Acquired Assets; - all Proprietary Rightscredits, if anyprepaid expenses, includingdeferred charges, without limitation, those security deposits and prepaid items listed on the Proprietary Rights in Schedule 2.1; ------------------------- (vii) - all trade accounts receivable unshipped orders as of the Closing Date; - the customer, such accounts receivable supplier and other contracts listed on Schedule 2.1 (together with the licenses to be set forth on a schedule to be jointly prepared by Seller and Purchaser as of the Closing (Intellectual Property referenced above, the "Acquired ReceivablesASSUMED AGREEMENTS"); ---------------------and - any other tangible or intangible property used or owned by Seller related to the Division Business, including, for example, customer orders, customer lists, distribution lists, price lists, operating manuals, books, records, mailing lists, advertising materials, purchasing materials and records, research and development files, litigation files and telephone, fax and data line numbers and goodwill. Schedule 2.1 sets forth a list of all Inventory, Permits, Intellectual Property (noting what is licensed and what is owned) and Assumed Agreements, by category.