Common use of Acquired Assets Clause in Contracts

Acquired Assets. At the Closing, Seller shall sell, assign, transfer --------------- and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets owned by Seller, wherever located (collectively, the "Acquired Assets"), except for the Excluded Assets. The Acquired Assets include, without limitation, the following: (a) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers) that are leased by Seller to its customers in the ordinary course of business including, without limitation, those items set forth on Schedule 1.1 (the "Rental Inventory"); ------------ (b) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers), supplies, materials or spare parts held for sale or resale by Seller (the "Inventory"); (c) All accounts receivables, trade receivables, notes receivables and other receivables (other than Contract Receivables) arising out of the operation of the Business on or before the Closing Date; (d) All cash, certificates of deposit, bank deposits and other cash equivalents, together with all accrued but unpaid interest thereon, and including any security deposit under any Customer Contract; (e) All patents, patent registrations or applications, copyrights, copyright registrations or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers and facsimile numbers for the Real Properties, including, without limitation, the names "Work Safe," "TrafFix" and "San-Fil;"

Acquired Assets. At On the Closingterms and subject to the conditions of this Agreement, Seller at the Closing referred to in Section 3.1 hereof, the Company shall sell, convey, assign, transfer --------------- and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire and take assignment and accept delivery of, all assets and properties owned or used by the Company in connection with its business or the Shareholder in connection with the Business, except for (i) the Purchase Price and other rights of the Company under this Agreement, (ii) the Company's corporate minute book and stock records, and (iii) those assets owned by Sellerspecifically listed on Schedule 2.1 (a) (such specifically listed assets in clauses (i), wherever located (collectively, ii) and (iii) being referred to as the "Acquired Excluded Assets"), including without limiting the generality of the foregoing: (i) all cash and cash equivalents and accounts receivable; (ii) all raw materials, works-in-process, inventories and other materials of the Company wherever located and including all inventory in transit or on order and not yet delivered, and all rights with respect to the processing and completion of any works-in-process of the Company, including the right to collect and receive charges for services performed by the Company with respect thereto; (iii) all supplies, equipment, vehicles, machinery, furniture, fixtures, leasehold improvements and other tangible property used by the Company in connection with its business, and the Company's interest as lessee in any leases with respect to any of the foregoing; (iv) all of the Company's right, title and interest in and to its Contracts, including the Contracts listed or required to be listed on Schedule 4.10 hereto; (v) all proprietary knowledge, trade secrets, confidential information, client lists, customer lists, databases, pharmacy lists, consumer data, computer software and licenses, formulae, designs and drawings, quality control data, processes (whether secret or not), methods, inventions and other similar know-how or rights used in the conduct of the Company's business, including, but not limited to, the areas of manufacturing, marketing, advertising and personnel training and recruitment, together with all other intangible rights used in connection with the Company's business, including all files, manuals, documentation and source and object codes related thereto; (vi) all utility, security and other deposits and prepaid expenses; (vii) the Company's business as a going concern and its franchises, Permits and other authorizations of Governmental Authorities (to the extent such Permits and other authorizations of Governmental Authorities are transferable) and third parties, licenses, telephone numbers, customer lists, vendor lists, referral lists and contracts, advertising materials and data, restrictive covenants, choses in action and similar obligations owing to the Company from its present and former shareholders, officers, employees, agents and others, together with all books, operating data and records (including financial, accounting and credit records), files, papers, records and other data of the Company; (viii) all rights of the Company in and to its corporate name "Telemanagement Services, Inc." and its d/b/a "TMS Professional Markets Group" and to all tradenames, trademarks and slogans used in its business, all variants thereof and all goodwill associated therewith; (ix) all rights to real property used by the Company; and (x) all other property and rights of every kind or nature used by the Company in the operation of its business. It is specifically understood and agreed by the parties hereto that the Buyer is acquiring, and Company is selling, all of the tangible and intangible assets attributable to or used by the Company in its business, including any such assets owned by the Shareholder, except for the Excluded Assets. The Acquired Assets include, without limitation, aforesaid assets and properties to be transferred to the following: (a) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers) that Buyer hereunder are leased by Seller hereinafter collectively referred to its customers in the ordinary course of business including, without limitation, those items set forth on Schedule 1.1 (as the "Rental InventoryAcquired Assets."); ------------ (b) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers), supplies, materials or spare parts held for sale or resale by Seller (the "Inventory"); (c) All accounts receivables, trade receivables, notes receivables and other receivables (other than Contract Receivables) arising out of the operation of the Business on or before the Closing Date; (d) All cash, certificates of deposit, bank deposits and other cash equivalents, together with all accrued but unpaid interest thereon, and including any security deposit under any Customer Contract; (e) All patents, patent registrations or applications, copyrights, copyright registrations or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers and facsimile numbers for the Real Properties, including, without limitation, the names "Work Safe," "TrafFix" and "San-Fil;"

Acquired Assets. At Subject to the Closingterms and conditions contained herein, Seller the Sellers shall sell, assigntransfer, transfer --------------- convey and deliver assign to Purchaser, and Purchaser shall purchasepurchase and acquire from the Sellers, acquire on the Closing, free and take assignment clear of all liens, claims and delivery ofencumbrances, other than those liens, claims and encumbrances described in the DISCLOSURE SCHEDULES (collectively, "PERMITTED ENCUMBRANCES"), all of their right, title and interest in and to all of the assets owned by Sellerand properties used or useable in the Acquired Business, wherever located except for the Excluded Assets (as defined below) described in PARAGRAPH 1.2 (collectively, the "Acquired AssetsACQUIRED ASSETS"), except for the Excluded Assets. The Acquired Assets include, shall include without limitationlimitation (except as expressly provided in PARAGRAPH 1.2), the followingfollowing assets of the Acquired Business: (a) All new all accounts or used notes receivable relating to goods or services rendered or fees earned prior to the Closing; (b) all inventory, furniture, fixtures, vehicles, equipment, machinery, equipment leasehold improvements computers, software, information systems and vehicles other tangible personal property used or useable in the operation of the Acquired Business, including any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person, including without limitation the items listed in the DISCLOSURE SCHEDULES; (c) all proprietary or confidential information, including, without limitation: (i) trade secrets, technical information, know-how, ideas, designs, processes, procedures, algorithms, discoveries, patents, patent applications, copyrights, and all improvements thereof; (ii) all data, files, books and records, accounting records and information, customer lists, and other client information; and (iii) all of the Acquired Business' other information and intangible property rights including the software program known as TWEG; (d) all trademarks, service marks, and trade names (including, without limitation, signagethe Company's corporate name) and all variations thereof, barricades all registrations and trailerspending applications therefor, and all goodwill associated therewith; (e) that are leased by Seller to its customers except as set forth in the ordinary course DISCLOSURE SCHEDULES, all of business the Sellers' right, title and interest in, to and under all executory contracts, bonds, capital and operating leases, non-compete agreements, licenses, agreements, commitments, arrangements and service agreements which relate to the operation of the Acquired Business or relate to the Acquired Assets, including, without limitation, those items set forth on Schedule 1.1 in the DISCLOSURE SCHEDULES (collectively, the "Rental Inventory"); ------------ (b) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers), supplies, materials or spare parts held for sale or resale by Seller (the "InventoryASSIGNED CONTRACTS"); (cf) All accounts receivableschoses in action, trade receivablescauses of action, notes receivables suits, proceedings, claims and other receivables (other than Contract Receivables) arising out demands, whether known or unknown, matured or unmatured, accrued or contingent, against third parties, including the causes of action set forth in the operation of the Business on or before the Closing DateDISCLOSURE SCHEDULES; (dg) All cashall licenses, certificates of depositpermits, bank deposits orders and other cash equivalentsapprovals from any federal, together with all accrued but unpaid interest thereonstate or local governments or any agency, and including any security deposit under any Customer Contractquasi-agency, public corporation or bureau thereof; (eh) All patentstelephone and facsimile numbers, patent registrations email addresses, domain names, websites, post office boxes, stationery, forms, labels, shipping material, supplies, catalogs, brochures, art work, photographs, and advertising and promotional materials; (i) all escrowed funds, funds held in trust, or applicationsother funds belonging to third parties, copyrights, copyright registrations or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers documents and facsimile numbers for the Real Propertiesinstruments related thereto, including, without limitation, any cash or cash equivalents relating to future commissions owed to others, whether in the names "Work Safe," "TrafFix" Sellers' possession or the possession of third parties; (j) all of the Company's real property, including fixtures, buildings and "Sanimprovements, and all appurtenant rights owned by the Sellers; (k) all cash and cash equivalents, including without limitation, all bank accounts, cash, securities, investments of the Company in mutual funds, treasury funds, money market funds, certificates of deposit and other similar investment instruments (whether negotiable or non-Fil;"negotiable), owned by the Company on the Closing Date, and earnings thereon; and (l) all other assets, costs and estimated earnings in excess of xxxxxxxx, prepaid expenses, advances and deposits of every kind and nature of the Acquired Business, except to the extent expressly excluded in PARAGRAPH 1.2.

Acquired Assets. At Subject to the Closingterms and conditions of this Agreement --------------- and in reliance on the representation, warranties and agreements set forth herein, at the Closing (as defined in Section 2), Seller shall sell, assignconvey, transfer --------------- transfer, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchasepurchase from Seller all of Sellers's right, acquire title and take assignment interest in and delivery of, to all of the assets owned by Sellerof Seller of every kind, tangible and intangible, wherever located (collectivelylocated, the "Acquired Assets")excepting only those assets specifically excluded in Section 1.2 hereof, except for the Excluded Assets. The Acquired Assets includeand including, without limitation, the following: (a) All new the office furniture and equipment, computers, and leasehold improvements listed in Schedule 1.1 A; (b) all computer software owned by Seller and Seller's interest in any other computer software licensed by it from others; (c) all office supplies; (d) the client agreements, purchase orders, request, requirements, correspondence, memoranda and inquiries from or used machinerywith past and present customers, all subcontractor agreements and arrangements past or present including, but not limited to, those set forth in Schedule 1.1 B ("Client Agreements"); (e) the office leases, equipment leases, agreements with firms based in the country of India related to recruitment of consultants, and vehicles other agreements, contracts and instruments listed in Schedule 1.1C; (f) all prepayments and deposits including without limitation, security deposit under leases; (g) the corporate name Argos Adriatic Corporation, all assumed names relating thereto, all logos, trademarks, service marks, domain names, trade names and copyrights and registrations in applications for registration of any of them and any other intellectual property rights of Seller, including, but not limited to, those all of which are listed in Schedule 1.1 D; (h) originals of all books and records of Seller pertaining to the assets referred to in this Agreement, including customer lists and credit files, and all those pertaining to Seller's employees who are hired by Buyer pursuant to the Agreement; (i) all permits, licenses, approvals and other governmental authorizations relating to Seller's Business which are transferable to Buyer including, but not limited to, those listed in Schedule 1.1 E; (j) any other assets not to referred to in Section 1.2 which are used by Seller in connection with its Business, including, without limitation, signage, barricades all telephone and trailers) that are leased facsimile numbers and e-mail addresses used by Seller in connection with such business; (k) employee loans and advances, listed in Schedule 1.1F; (l) all goodwill pertaining to its customers Seller's Business; and (m) all agreements, rights to employ and information for or with respect to Seller's current or former employees including, without limitation all tangible and electronic manifestations, files, resumes, payroll, employee information and other such information relating to employees and consultants. All as the same exist on the date hereof and shall exist on the Closing Date (as hereinafter defined) subject only to changes occurring in the ordinary course of business including, without limitation, those items set forth on Schedule 1.1 (of Seller. All such assets to be acquired are referred together as the "Rental InventoryAcquired Assets"); ------------ (b) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers), supplies, materials or spare parts held for sale or resale by Seller (the "Inventory"); (c) All accounts receivables, trade receivables, notes receivables and other receivables (other than Contract Receivables) arising out of the operation of the Business on or before the Closing Date; (d) All cash, certificates of deposit, bank deposits and other cash equivalents, together with all accrued but unpaid interest thereon, and including any security deposit under any Customer Contract; (e) All patents, patent registrations or applications, copyrights, copyright registrations or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers and facsimile numbers for the Real Properties, including, without limitation, the names "Work Safe," "TrafFix" and "San-Fil;".

Acquired Assets. At Subject to the Closingterms and conditions of this Agreement, and in reliance on the representations, warranties and agreements set forth herein, at the Closing (as defined in Section 2), Seller shall sell, assignconvey, transfer --------------- transfer, assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchasepurchase from Seller, acquire all of Seller's right, title and take assignment interest in and delivery of, to all of the assets owned by Sellerof Seller of every kind, tangible and intangible, wherever located (collectivelylocated, the "Acquired Assets")excepting only those assets specifically excluded in Section 1.2, except for the Excluded Assets. The Acquired Assets includeand including, without limitation, the following: (a) All new or used machinerythe office furniture and equipment, equipment computers, leasehold improvements and vehicles (including, without limitation, signage, barricades and trailers) that are leased by Seller to its customers listed in the ordinary course of business including, without limitation, those items set forth on Schedule 1.1 (the "Rental Inventory"); ------------1.1.A; (b) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers), supplies, materials or spare parts held for sale or resale all computer software owned by Seller (the "Inventory")and Seller's interest in any computer software licensed by it from others; (c) All accounts receivables, trade receivables, notes receivables and other receivables (other than Contract Receivables) arising out of the operation of the Business on or before the Closing Dateall office supplies; (d) All cash, certificates of deposit, bank deposits the client agreements and other cash equivalents, together with all accrued but unpaid interest thereon, and including any security deposit under any Customer Contractarrangements set forth in Schedule 1.1.B; (e) All patentsthe office leases, patent registrations or applicationsequipment leases and other agreements, copyrights, copyright registrations or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae contracts and all phone numbers and facsimile numbers for the Real Propertiesinstruments listed in Schedule 1.1.C (except as otherwise provided therein), including, without limitation, the Termination Agreement (as defined in Section 3.4), except for such rights and obligations of Seller thereunder as shall be retained by Seller, as set forth in Schedule 3.4.A; (f) all prepayments and deposits, including, without limitation, security deposits under leases; (g) the corporate name "Advanced Staffing Solutions, Inc.", all logos, trademarks, service marks, domain names, trade names (including, without limitation, copyrights and registrations and applications for registration of any of them), all of Seller's rights to use the name "Work Safe,Select Staffing" under the Termination Agreement and any other intellectual property rights of Seller, all of which are listed in Schedule 1.1.D; (h) originals or true copies of all books and records of Seller pertaining to the assets referred to in subparagraphs (a) through (g) above, including customer lists and credit files, and all those pertaining to Seller's employees who are hired by Buyer pursuant to Section 10.1; (i) all permits, licenses, approvals and other governmental authorizations relating to Seller's business which are transferable to Buyer, all of which are listed in Schedule 1.1.E; (j) any other assets not referred to in Section 1.2 which are used by Seller in connection with its businesses of placing temporary personnel and providing "TrafFixpayrolled employees" (as defined in Section 1.3(e)), including, without limitation, all telephone and "San-Filfacsimile numbers used by Seller in connection with such businesses; and (k) the good will pertaining to Seller's business;"

Acquired Assets. At Except as otherwise expressly set forth in Section 1.3, the Closing, Seller shall sell, assign, transfer --------------- and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets owned by assets, properties and rights of the Seller primarily related to the Business as of the Closing Date, whether or not reflected in the Seller’s books and records, wherever located and free and clear of all Liens, other than Permitted Liens (collectively, the "“Acquired Assets"”), except for the Excluded Assets. The Acquired Assets includeincluding, without limitation, the following: (a) All new all Real Property, including all utility arrangements, and other agreements, instruments, certificates, or used machinery, equipment documents including any and vehicles (including, without limitation, signage, barricades all rights and trailers) that are leased by Seller to its customers in benefits under the ordinary course of business including, without limitation, those items set forth on Schedule 1.1 (the "Rental Inventory"); ------------Permitted Liens; (b) All new or used machinery, equipment all accounts and vehicles notes receivable and other receivables of the Seller primarily related to the Business (including, without limitation, signage, barricades and trailersthe “Receivables”), suppliesall deposits (including without limitation any (x) xxxxxxx money deposit made by the Seller in respect of Real Property or an option to purchase any real property or interest therein and (y) pre-paid fees and deposits primarily related to the Business, materials or spare parts held for including on homes the sale or resale by Seller (of which is not completed prior to the "Inventory"Closing Date), advances, pre-paid expenses, rebates and credits and any security therefor relating to utilities, rents, development fees and deposits, impact fees, water and sewer fees, association fees, and property Taxes; (c) All accounts receivables, trade receivables, notes receivables and other receivables (other than Contract Receivables) arising out of the operation of the Business on or before the Closing Date[reserved]; (d) All cashall assets and property primarily related to the Business, certificates of depositwhether real or personal, bank deposits tangible or intangible, including model home furniture, equipment, vehicles, fixtures, supplies, displays, raw materials, tools, computer hardware (and other cash equivalentscomputer software loaded thereon) (including laptop computers, together with all accrued but unpaid interest thereontablets, mobile phones and similar devices), and including any security deposit under any Customer Contractinformation technology systems; (e) All patentsall rights under the Assumed Contracts; (f) all rights to causes of action, patent registrations lawsuits, judgments, claims and demands of any nature available to or applicationsbeing pursued by the Seller primarily related to the Business, copyrights, copyright registrations or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers express or implied guarantees, warranties, representations, covenants, indemnities and facsimile numbers for similar rights in favor of the Real PropertiesSeller primarily related to the Business; (g) all information, includingfiles, without limitationrecords, books and data (including all architectural and engineering plans, subcontractor agreements and related files and information), of any nature primarily related to the names "Work Safe," "TrafFix" Business, including all accounting or other books and "San-Filrecords, customer, supplier, price and mailing lists, appraisals, marketing materials, environmental reports, geotechnical reports, other plans and specifications, drawings and other similar documents;" (i) all Seller Intellectual Property and (ii) all Licenses held by the Seller with respect to the Business, if any; (i) all assets listed on Schedule 1.2(i).

Acquired Assets. At the Closing, Seller shall sell, assign, transfer --------------- and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets owned by of Seller, wherever located (collectively, the "Acquired Assets"), except for the Excluded Assets. The Acquired Assets include, without limitation, the following: (a) All new or used machinery, equipment and equipment, vehicles (including, without limitation, signageautomobiles, barricades trucks, tractors and trailerstrailers and title to equipment that may be subject to a capital or finance lease naming Seller as lessee) that are leased by Seller to its customers in the ordinary course of business including, without limitation, those items set forth on Schedule 1.1 (the "Rental InventoryFleet"); ------------ (b) All new or used machinery, equipment and equipment, vehicles (including, without limitation, signageautomobiles, barricades trucks, tractors and trailers), supplies, materials attachments or spare parts held for sale or resale by Seller (the "Inventory"); (c) All accounts receivables, trade receivables, notes receivables and other receivables (other than Contract Receivables) arising out of the operation of the Business on or before the Closing Date; (d) All cash, certificates of deposit, bank deposits and other cash equivalents, together with all accrued but unpaid interest thereon, and including any security deposit under any Customer Contract; (e) All patents, patent registrations or applications, copyrights, copyright registrations or applications, trademarks, trademark registrations registration or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers and facsimile numbers for the Real PropertiesProperty, including, without limitation, the names name "Work Safe," Grand Hi-Reach"TrafFix" ; (f) All confidential information, price lists, marketing information, advertising materials, historical and "San-Filfinancial records and files, and other proprietary information and all environmental control, monitoring and test records;" (g) All sales, rental, and maintenance records for each item of the Fleet and otherwise, customer lists and files (including customer credit and collection information and customer addresses), historical records and files and other proprietary information; (h) All warranties, indemnities or other rights relating to the Acquired Assets; (i) All goodwill, if any, related to or used in connection with the Business; and (j) All other assets, tangible or intangible, of Seller relating to or used in connection with the Business (except for the Excluded Assets), including, without limitation, furniture, tools and shop equipment.

Acquired Assets. At Upon and subject to the Closingterms and conditions of this Agreement, the Buyer shall purchase from the Seller, and the Seller shall sell, assigntransfer, transfer --------------- convey, assign and deliver to Purchaserthe Buyer, at the Closing (as defined in Section 1.4(a)), for the consideration specified below in this Article I, all right, title and Purchaser shall purchaseinterest in, acquire to and take assignment and delivery of, under all of the assets owned by Seller, wherever located of the Seller existing as of the Closing (collectively, the "Acquired Assets"), except for the Excluded Assets. The Acquired Assets include, including without limitation: (i) any inventories of raw materials, work in process, finished goods, supplies, packaging materials, spare parts and similar items, wherever located, including consignment inventory and inventory held on order or in transit; (ii) all equipment, tools, furniture, fixtures, leasehold improvements, motor vehicles and other tangible personal property; (iii) all (A) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention and design patents, patent applications, registrations and applications for registrations, (B) trademarks, service marks, trade dress, internet domain names, logos, trade names and corporate names and registrations and applications for registration thereof, (C) copyrights and registrations and applications for registration thereof, (D) mask works and registrations and applications for registration thereof, (E) computer software, data and documentation (including without limitation the following:Seller's e-commerce engine and the Seller's licenses of technology from Epiphany and Microsoft), (F) trade secrets and confidential business information, whether patentable or nonpatentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and customer and supplier lists and information, (G) other proprietary rights relating to any of the foregoing (including without limitation (a) All new or used machinery(collectively, equipment and vehicles (including, without limitation, signage, barricades and trailers) that are leased by Seller to its customers in the ordinary course of business including, without limitation, those items set forth on Schedule 1.1 (the "Rental Inventory"); ------------ (b) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers), supplies, materials or spare parts held for sale or resale by Seller (the "InventoryIntellectual Property"); (civ) All accounts receivablesexcept as provided in Sections 1.1(b)(v), trade receivables(vi) and (vii), notes receivables all rights under contracts, agreements or instruments to which the Seller is a party, including without limitation any agreements or instruments securing any amounts owed to the Seller, and any licenses or sublicenses relating to Intellectual Property (collectively, the "Assigned Contracts"); (v) all securities owned by the Seller, including securities of its subsidiaries; (vi) all claims, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of setoff and rights of recoupment and rights under warranties relating to the Assumed Contracts but excluding such items relating to Retained Assets, and excluding any such item relating to the payment of Taxes (as defined in Section 2.9); (vii) all permits, licenses, registrations, certificates, orders, approvals, franchises, variances and similar rights ("Permits") issued by or obtained from any court, arbitrational tribunal, administrative agency or commission or other receivables governmental or regulatory authority or agency (a "Governmental Entity"); and (viii) copies of all books, records, accounts, ledgers, files, documents, correspondence, lists, employment records (other than Contract Receivables) arising out confidential records the disclosure of the operation of the Business on or before the Closing Date; (d) All cashwhich is prohibited by law), certificates of depositmanufacturing and procedural manuals, bank deposits advertising and promotional materials, studies, reports and other cash equivalents, together with all accrued but unpaid interest thereon, and including any security deposit under any Customer Contract; (e) All patents, patent registrations printed or applications, copyrights, copyright registrations or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers and facsimile numbers for the Real Properties, including, without limitation, the names "Work Safe," "TrafFix" and "San-Fil;"written materials.

Acquired Assets. At the Closing, except as otherwise provided in Section 1.2, each Seller shall sellis selling, assignassigning, transfer --------------- transferring, conveying and deliver delivering to Purchaser, and Purchaser shall purchaseis purchasing, acquire acquiring and take assignment accepting from each Seller, each Seller’s entire right, title and delivery of, interest in and to all of the assets owned by Sellerits assets, wherever located properties, rights, privileges, franchises, operations, goodwill and business (collectivelycollectively and subject to Section 1.2, the "“Acquired Assets"”), except for the Excluded Assets. The Acquired Assets includeincluding each Seller’s entire right, without limitation, the followingtitle and interest in and to: (a) All new of the assets, properties, rights, privileges, franchises, operations, goodwill and business reflected on the Latest Balance Sheet or used machineryacquired by any Seller since the date of the Latest Balance Sheet, equipment and vehicles (includingother than assets, without limitationproperties, signagerights, barricades and trailers) that are leased by Seller to its customers privileges, franchises, operations, goodwill or business items disposed of in the ordinary course Ordinary Course of business including, without limitation, those items set forth on Schedule 1.1 (Business since the "Rental Inventory"); ------------date of the Latest Balance Sheet or such acquisition; (b) All new or used machinery, equipment and vehicles (including, without limitation, signage, barricades and trailers), supplies, materials or spare parts held for sale or resale by Seller (the "Inventory")The Assigned Contracts; (c) All accounts receivablesThe Business IP, trade receivables, notes receivables and other receivables (other than Contract Receivablesincluding the Business IP listed on Schedule 4.12(b) arising out of the operation of the Business on or before the Closing DateSchedule Letter; (d) All cash, certificates The vehicle listed on Schedule 1.1(d) of deposit, bank deposits and other cash equivalents, together with all accrued but unpaid interest thereon, and including any security deposit under any Customer Contractthe Schedule Letter; (e) Originals or copies of all books, records, files and other data necessary to the conduct of the Business or related to any of the Acquired Assets, Assumed Liabilities or employees of any Seller who become employees of Purchaser, including customer lists, supplier lists, sales literature, sales records, and customer credit information; (f) All patentsgoodwill existing between any Seller and any of its customers, patent registrations suppliers or applicationsagents or others having business relations with it; and (g) All raw materials and materials in process of manufacture, copyrightsmanufactured products, copyright registrations goods, wares, merchandise, computer hardware, parts, inventories of every character, stationary and office supplies, furniture and fixtures, machinery, tools, equipment and appliances of every kind and nature, whether in the possession of Sellers, in transit or applications, trademarks, trademark registrations or applications, tradenames, trade secrets, inventions, processes, designs, know-how, formulae and all phone numbers and facsimile numbers for in the Real Properties, including, without limitation, the names "Work Safe," "TrafFix" and "San-Fil;"possession of any other Person.