Common use of Acquired Assets Clause in Contracts

Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing referred to in Article 4 hereof, the Sellers shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of, all of the following assets of the Sellers, with the exception of the Excluded Assets (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as the "Acquired Assets"): (a) All machinery, equipment, installations, fixtures, furniture, tools, supplies, booths, displays, materials and other personal property used primarily in connection with either of the Businesses, including without limitation those items described on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment"); (b) All of the Sellers' billed and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), as finally adjusted pursuant to Section 3.2; (c) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (e) All of the Sellers' rights under all leases of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"); (f) All of the Sellers' rights under all contracts and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders"); (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) to the extent transferable and permitted by applicable laws and regulations, all of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the Businesses.

Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing referred to in Article Section 4 hereof, the Sellers Seller shall sell, assign, transfer title to and deliver to the Buyer, and the Buyer shall purchase, acquire title to and take assignment and delivery of, of all of the following assets of the Sellers, with the exception of the Excluded Assets (as defined in Section 1.2) Seller (all of which such assets included in this Section 1.1 are hereinafter referred to collectively as the "Acquired Assets"): (a) All all inventories, including raw materials, work in process and finished goods, either which are owned (in whole or in part) by the Seller, or in which the Seller has rights, on the Closing Date (as defined in Section 4.1 hereof) and are used by the Seller in connection with the Purchased Business (collectively, the "Inventories"), as more particularly described on the Closing Inventory Schedule to be delivered by the Seller to the Buyer pursuant to Section 4.4 hereof, but excluding the Excluded Assets, referred to in Schedule 1.2; (b) all machinery, equipment, installationscomputers, computer peripherals and other hardware, phone systems, cables and wiring, furniture, fixtures, furniture, tools, spare parts, supplies, booths, displays, materials and other personal property used primarily in connection with either of the BusinessesPurchased Business, including without limitation those items which are described on Schedule 1.1 1.1(b) hereto (a) heretocollectively, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment"); (bc) All all of Seller's rights as lessee in and to the real property lease dated 01.06.1984 (the "Lease")between Seller and Rheinbeton ("Landlord") for the lease of the Sellers' Company's main facility in ▇▇▇▇▇▇, Germany; (d) all trade accounts receivable (billed and unbilled accounts unbilled), notes receivable relating primarily to either and miscellaneous receivables of the Businesses Purchased Business outstanding on at Closing listed in Schedule 1.1(d) (but excluding the Closing Date, including receivable due from the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets Turkish Joint Venture (as defined in Section 3.2), as finally adjusted pursuant to Section 3.2; 4.4 (cc)(x) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes below) and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2loans due from related parties); (e) All all of the Sellers' rights under Seller's right, title and interest in and to its current corporate name, and any other related trade names, "Von der Bruggen" "Vdb" and "Vdb/hi-tex", and any and all leases other trade name or names now or previously used by the Company or its predecessors (or by which any of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(fthem were known) to the extent still in effect on the Closing Date (the collectively "Personal Property LeasesTrade Names"); (f) All all of the Sellers' Seller's title to, interest in, and rights under all contracts and agreementsunder, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development the contracts, entered into by a Seller primarily leases, and agreements described on Schedule 1.1(f) hereto, for the purchase or sale of utilities, equipment, goods, materials and services for use in connection with either of the Businesses, including without limitation Purchased Business (the contracts listed on Schedule and agreements referred to in this Section 1.1(f)) being referred to herein, but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively collectively, as the "Business Other Contracts"); (g) All all of the Sellers' Seller's title to, interest in, and rights under purchase ordersunder, including without limitation the purchase orders listed on Schedule 1.1(gof customers issued to the Purchased Business ("Customer Purchase Orders") and purchase orders of the Purchased Business issued to vendors ("Vdb Purchase Orders"), in each case to the extent outstanding listed on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders"); (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) to the extent transferable and permitted by applicable laws and regulations, all of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the Businesses.1.1

Acquired Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing referred to in Article 4 hereofand effective at the Closing Date, the Sellers shall sell, assignconvey, transfer transfer, assign and deliver to the Buyer, and the Buyer shall purchase, acquire receive and take assignment accept from the Sellers, free and delivery ofclear of all Liens (except for Permitted Liens), all of the following Acquired Assets. ³Acquired 1 It is assumed for purposes of this draft that the Buyer is an entity with substantial assets and net worth. In the alternative, a Buyer Parent entity with such qualifications will be added to this Agreement as a guarantor of the Sellers, with the exception of the Excluded Assets (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as the "Acquired Assets"):Buyer¶s obligations hereunder. (a) All machinery, equipment, installations, fixtures, furniture, tools, supplies, booths, displays, materials and other personal property used primarily in connection with either of the Businesses, including without limitation those items described Owned Property as set forth on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment");3.5. (b) All of the Sellers' billed and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), as finally adjusted pursuant to Section 3.2;Company Intellectual Property. (c) The machinery, equipment, vehicles, parts, computers, computer equipment, copiers, security systems, operating manuals, office furniture and fixtures, office supplies and other tangible personal property owned by Sellers, or to the extent included as Assumed Contracts, leased by Sellers, and located at the Facilities and required to support the Acquired Programs (collectively, the ³Equipment´). (d) All of Sellers¶ rights under the Sellers' inventories held for use primarily in either of programs listed on Schedule 1.1(d) (such programs, the Businesses, including ³Acquired Programs´). (e) Any and all raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods inventory that are located at the Facilities and classified as ³inventory´ on the financial statements relating to the Business and that are not excess or obsolete as deemed in accordance with the Sellers¶ accounting policies and practices (the "Inventories"³Purchased Trade Inventory´), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (e) All of the Sellers' rights under all leases of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases");. (f) All Any and all tooling inventory located at the Facilities and classified as ³tooling inventory´ on the financial statements relating to the Business (the ³Purchased Tooling Inventory´) and any supplies and spare parts for maintenance of the Sellers' rights under all contracts and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts");Purchased Tooling Inventory. (g) All of the Sellers' Sellers¶ rights under purchase ordersall Contracts assigned to, including without limitation the purchase orders listed and assumed by, Buyer, which are set forth on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses ) (collectivelysuch Contracts, the "Purchase Orders"³Assumed Contracts´);. (h) All To the extent transferable under applicable Law or with the Consent of any third-party, if necessary and obtained, all Licenses and Permits, certifications and approvals from all permitting, licensing, accrediting and certifying agencies, and the Sellers' rights with respect to those computer software programsall data and records held by such permitting, licenses licensing and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses");certifying agencies. (i) to the extent transferable and permitted by applicable laws and regulations, all All goodwill of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (Business as defined in Article 17) a going concern and relating primarily to either all other intangible properties of the Businesses;Business. (j) subject All documents related exclusively to Section 12.3, all records the Business consisting of the Sellers relating primarily to either of the Businesses, including, without limitation, property production records, shipping records, supplier lists, production engineering records, purchasing and sales records, customer lists, proposals, credit accounting records, accounting business plans, budgets, cost and pricing information, correspondence, prospective client information, customer and vendor lists and data and other records and files, wherever located (including, without limitation, any such other records as the Buyer may reasonably require to conduct the Businesses subsequent maintained in connection with any computer system) related to the Closing;Business, other than those documents that are Excluded Assets. (k) if requested by the Buyer and All landline telephone numbers related to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment;Business. (l) subject Subject to Section 12.4the exclusions and qualifications set forth in this Agreement, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferableadditional privileges, all claims, causes of action, chose in actionrights, rights interests, properties and assets of recovery every kind and rights of set off of any kind against any third parties, other than description related exclusively to the Sellers Business and their Affiliates, and reflected as such on the financial statements relating to the Business (excluding all rights and avoidance claims of Sellers arising under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the BusinessesBankruptcy Code).

Acquired Assets. Subject to On the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing referred to in Article 4 hereofClosing, but effective as of the Sellers shall Effective Time, except for the Excluded Assets, Seller will sell, assign, transfer and deliver to the Buyer, and the Buyer shall will purchase, acquire and take assignment and delivery ofaccept from Seller, all of the following assets Seller’s right, title and interest in and to all of the Sellersassets, with the exception properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct of the Excluded Assets Business, wherever located, whether tangible or intangible, real or personal, free and clear of all Liens other than Permitted Liens (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as collectively, the "“Acquired Assets"):”), including, without limitation, the following: (a) All machinery, equipment, installations, fixtures, furniture, tools, supplies, booths, displays, materials all rights of Seller with respect to the accounts maintained to collect and other personal property used primarily in connection with either remit education-related payments on behalf of the Businesses, including without limitation those items described on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from customers of the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof Business (the "Equipment"“Accounts”); (b) All all machinery, equipment, furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or used by Seller in its operation of the Sellers' billed and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing DateBusiness, including the accounts receivable listed items of personal property set forth on Schedule 1.1(b2.1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2“Fixed Assets”), as finally adjusted pursuant to Section 3.2; (c) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2)all Business Intellectual Property; (d) All all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Sellers' prepaid expenses relating primarily to either of Business (the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2“Accounts Receivable”); (e) All any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Sellers' rights under Closing and all leases of personal property used primarily other Payor Contracts in connection with either effect as of the BusinessesClosing (collectively, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"“Assumed Contracts”); (f) All of the Sellers' all rights under any and all contracts and agreementsContracts which impose confidentiality, including without limitation joint venture agreementsinvention assignment, teaming agreementsnonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, distribution agreementsor engaged as consultants or independent contractors to, service agreementsthe Business (collectively, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business “Employee Covenant Contracts"”); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case to the extent outstanding on not privileged, all of the Closing Date books and relating records in the possession or control of Seller related primarily to either the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the Businesses purpose of facilitating the preparation of Tax Returns and (collectively, ii) the "Purchase Orders")Excluded Records; (h) All all Permits held by Seller that are used or held for use in its operation of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses")Business; (i) to the extent transferable all prepaid assets and permitted by applicable laws other similar items, including prepaid expenses, deferred charges, advance payments and regulationsother prepaid items, all in each case, arising out of Seller’s operation of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity Business (as defined in Article 17) and relating primarily to either of the Businesses;“Prepaid Expenses”); and (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claimsrights, causes of actionactions, chose claims and credits related to any Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in action, rights favor of recovery and rights of set off Seller in respect of any kind against Acquired Asset or any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the BusinessesAssumed Liability.

Acquired Assets. Subject to the terms and conditions of this Agreement, and in reliance on the representations, warranties and agreements set forth in this Agreementherein, at the Closing referred to in Article 4 hereof, the Sellers shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of, all of the following assets of the Sellers, with the exception of the Excluded Assets (as defined in Section 1.2) (2), Seller shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from Seller, all of which Seller's right, title and interest in and to all of the assets are hereinafter referred to collectively as the "Acquired Assets"):of Seller of every kind, tangible and intangible, wherever located, excepting only those assets specifically excluded in Section 1.2, and including, without limitation: (a) All machinery, the office furniture and equipment, installationscomputers, fixtures, furniture, tools, supplies, booths, displays, materials leasehold improvements and other personal property used primarily vehicles listed in connection with either of the Businesses, including without limitation those items described on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment")1.1.A; (b) All of the Sellers' billed all computer software owned by Seller and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, Seller's interest in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), as finally adjusted pursuant to Section 3.2any computer software licensed by it from others; (c) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), all office supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses client agreements and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2)arrangements set forth in Schedule 1.1.B; (e) All of the Sellers' rights under all office leases, equipment leases of personal property used primarily in connection with either of the Businessesand other agreements, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"); (f) All of the Sellers' rights under all contracts and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily instruments listed in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f1.1.C (except as otherwise provided therein), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders"); (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) to the extent transferable and permitted by applicable laws and regulations, all of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees Termination Agreement (as defined in Section 11.13.4), 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 "Select Staffing" under the Termination Agreement and any Optional Employees 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 "payrolled employees" (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.41.3(e)), including, without limitation, all sales telephone and promotional literature and other marketing and sales-related materials owned or facsimile numbers used by the Sellers primarily Seller in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1businesses; and (nk) the good will pertaining to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the Businesses.Seller's business;

Acquired Assets. Subject The Acquired Assets shall consist of the following property, rights and interests: (i) all of Seller’s right, title and interest in the Terminals, Including all Owned Real Property, and, to the terms extent any required Consents have been obtained for any Leased Real Property requiring such Consents, such Leased Real Property, and conditions set forth in this Agreementall leasehold improvements, plant tangible personal property, and equipment of Seller or other interests therein located at or identified to or otherwise belonging to the Terminals listed on Schedules 2.1(a), 3.9(a) and 3.9(b); (ii) the Inventory of Seller, whether located at the Closing referred to Terminals or in Article 4 hereof, transit thereto or therefrom; (iii) the Sellers shall sell, assign, transfer and deliver Vessels; (iv) all Seller’s records relating exclusively to the BuyerVessels, Including certificates (to the extent permitted by applicable Legal Requirement to be transferred), maintenance and repair, architectural plans and records, classification records and correspondence with classification society and U.S. Coast Guard, yard work, purchasing records, and vendor records, in whatever form, Including computer programs and data compilations; (v) the Vehicles; (vi) to the extent permitted by applicable Legal Requirement to be transferred and except to the extent noted on Schedule 3.10, all Permits issued by any Governmental Body held or used by Seller in connection with the ownership or operation of any of the Acquired Assets, Including the Terminals or the Vessels; (vii) all of Seller’s rights, title, and interest in the Assigned Contracts listed on Schedule 3.11; provided that, only with the written consent of Seller, Buyer may, prior to Closing, exclude certain Assigned Contracts after reviewing the same and amend Schedule 3.11 accordingly, and any such excluded Contracts shall purchasethereafter not be subject to any provision of this Agreement for any purpose; (viii) all of Seller’s rights, acquire title, and take assignment interest in the furniture and delivery ofequipment used in connection with the Business and located on the Real Property; (ix) the books and records of Seller (or copies thereof), directly relating to the Acquired Assets or the Business, Including maintenance and repair records, plans, drawings and piping diagrams relating to the Terminals; and (x) all of the following assets Seller’s rights to proceeds from Insurance Claims for damage to any of the Sellers, with the exception of the Excluded Acquired Assets (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as the "Acquired Assets"): (a) All machinery, equipment, installations, fixtures, furniture, tools, supplies, booths, displays, materials and other personal property used primarily in connection with either of the Businesses, including without limitation those items described on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business arising prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment"); (b) All of the Sellers' billed and unbilled accounts receivable relating primarily not repaired by Seller on or prior to either of the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), as finally adjusted agreed pursuant to Section 3.2; (c) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (e) All of the Sellers' rights under all leases of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"); (f) All of the Sellers' rights under all contracts and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders"); (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) to the extent transferable and permitted by applicable laws and regulations, all of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the Businesses2.5 below.

Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing referred to in Article Section 4 hereof, the Sellers shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of, all of the following assets of the Sellers, with the exception of (other than the Excluded Assets (as defined specified in Section 1.2) of the Sellers used in or relating to the Business existing as of the Closing Date (all of which assets are hereinafter referred to collectively as the "“Acquired Assets"):”), that are specifically described as follows: (a) All of the Sellers’ title to, interest in and rights under the real estate leases (the “Real Property Leases”) described on Schedule1.1(a) hereto relating to the properties described therein and all buildings, plants and other structures and improvements thereon, and, to the extent covered by the Real Property Leases, any and all (b) Any and all plants, fixtures, machinery, equipment, installations, fixturesequipment, furniture, tools, spare parts, supplies, booths, displays, materials and other personal property used primarily in connection with either of or relating to the BusinessesBusiness, including without limitation limitation, those items as of September 13, 2006 described on Schedule1.1(b) hereto (subject to the provisions of Section 3.3 collectively, the “Equipment”); (c) All of the Sellers’ title to, interest in and rights under the leases of personal property described on Schedule1.1(c) hereto (the “Personal Property Leases”); (d) All of the Sellers’ inventories used in or relating to the Business, including raw materials, supplies, parts, work in process and finished goods as of June 30, 2006 described on Schedule 1.11.1(d) hereto (subject to the provisions of Section 3.3 collectively, the “Inventories”); (ae) All of the Sellers’ rights under the contracts, customer purchase orders, the Wei Contract and agreements described on Schedule1.1(e) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared all contracts entered into in the ordinary course of business prior to the Closing consistent with the Sellers' ’ obligations under Article 8 Section 7 hereof (collectively, the "Equipment"); (b) All of the Sellers' billed and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), as finally adjusted pursuant to Section 3.2; (c) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (e) All of the Sellers' rights under all leases of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"“Assumed Contracts”); (f) All of the Sellers' ’ transferable rights under all contracts the licenses, permits and agreementsapprovals, including without limitation joint venture agreementsboth governmental and private, teaming agreementsdescribed on Schedule1.1(f) hereto (collectively, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"“Permits”); (g) All of Intellectual Property owned by the Sellers' rights under purchase ordersSellers that is used in conducting the Business, including without limitation the purchase orders listed Intellectual Property described on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses Schedule1.1(g) hereto (collectively, the "Purchase Orders"“Assigned Intellectual Property”);; and (h) All of the Sellers' rights with respect to those computer software programs, licenses ’ documents and sublicenses to be transferred records relating to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) to the extent transferable and permitted by applicable laws and regulations, all of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the BusinessesAcquired Assets.

Acquired Assets. (a) Subject to the terms and the conditions set forth in this Agreement, at Agreement and on the Closing referred to in Article 4 hereofbasis of the representations and warranties herein, the Sellers shall Seller agrees to, sell, assignconvey, transfer transfer, assign and deliver to the Buyer, and the Buyer shall agrees to purchase, acquire receive and take assignment and delivery ofaccept, as applicable, from the Seller all of the following right, title and interest in and to the assets and properties of every kind, character and description, used in or for the benefit of the SellersBusiness, with whether tangible, intangible, real, personal or mixed, set forth in Schedule 2.1(a) hereto (collectively referred to hereinafter as the exception of “Assets”) other than the Excluded Assets (as defined in Section 1.2below). Schedule 2.1(a) (all of which assets are hereinafter is referred to collectively herein as the "Acquired Assets"): (a) All machinery, equipment, installations, fixtures, furniture, tools, supplies, booths, displays, materials and other personal property used primarily in connection with either of the Businesses, including without limitation those items described on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment");“Asset Schedule.” (b) All Without limitation of the Sellers' billed and unbilled accounts receivable relating primarily to either of foregoing, the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing DateAssets shall include, in each case in respect of the Seller, all the tangible property, furniture, fixtures and equipment, Fifty Percent (50%) cash on hand at the Closing, Fifty Percent (50%) of the Accounts Receivable (to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2transferable under applicable Law), as finally adjusted pursuant to Section 3.2; notes receivable (c) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in listed on the operation of the Businesses prior to the ClosingAsset Schedule), in each case inventory (including office supplies), tenant improvements (to the extent reflected on the Closing Balance Sheets related to a lease which is an Assigned Contract), goodwill, software, Intellectual Property (other than as finally adjusted pursuant to Section 3.2set out as an Excluded Asset); , Prepaid Items, Assigned Contracts, Assigned Personal Property Leases, books and records (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses including all customer lists and for which the Buyer will get the benefit after the Closing, all patient lists to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (e) All of the Sellers' rights transferable under all leases of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"); (f) All of the Sellers' rights under all contracts and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f)applicable Law, but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case patient medical records and files to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders"); (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses required to be transferred retained by the Seller and any communications which are subject to attorney-client privilege), any Seller policies and procedures relating to the Buyer pursuant to the information technology partition Business, telephone and transition described in Section 12.9 email addresses, all Permits and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) certificates of need to the extent transferable and permitted by applicable laws and regulationsto the Buyer, all benefits, proceeds and other amounts payable under any Seller policy of insurance to the Sellers' rights extent (i) such amounts are payable for losses suffered or payable by Buyer or (ii) such amounts are payable with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals an Assumed Liability or registrations from, other liability included in the calculation of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the BusinessesWorking Capital.

Acquired Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing referred to in Article 4 hereofClosing, the Sellers Pathmark and Plainbridge, as applicable, shall sell, transfer, assign, transfer convey, and deliver to the BuyerPurchasers (as designated by Purchasers), and the Buyer Purchasers shall purchase, accept, and acquire from Pathmark and take assignment Plainbridge, as applicable, free and delivery ofclear of any and all Liens, all of the right, title and interest of Pathmark and Plainbridge, as applicable, in and to the following assets of the Sellers(collectively, with the exception of the Excluded Assets (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as the "Acquired Assets"), except for the assets listed on Schedule 2.1 hereto (the "Excluded Assets"): (a) All machinery, equipment, installations, fixtures, furniture, tools, supplies, booths, displays, materials and other personal property used primarily in connection with either of the Businesses, including without limitation those items described Readily Saleable Merchandise remaining on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with Date after Pathmark has reduced the Sellers' obligations under Article 8 hereof inventory level to a level as low as reasonably practicable while maintaining adequate service levels, which shall not exceed (including "price break" inventory) 2,825,000 cases collectively at the Grocery Facilities and at the Dayton Facility (collectively, the "EquipmentTransferred Inventory"), but Pathmark and Plainbridge will have no "external price-break" inventory; (b) All of Pathmark's rights and benefits under the Sellers' billed Assumed Contracts and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), as finally adjusted pursuant to Section 3.2Assumed Collective Bargaining Agreements; (c) All machinery, equipment (including, without limitation, all computers located in or at the Grocery Facilities), office materials, tools, pallets, spare parts, supplies and all other tangible personal property located in and at the Grocery Facilities or otherwise primarily benefitting the Grocery Facilities, and the leasehold improvements currently in, on, or attached to the Grocery Facilities including, without limitation, the equipment itemized on Exhibit B hereto and the racks at or attached to each of the Sellers' inventories held for use primarily in either of the BusinessesGrocery Facilities and all parking lot improvements (collectively, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "InventoriesGrocery Assets"), including . A list of all leasehold improvements at the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (Grocery Facilities is attached hereto as finally adjusted pursuant to Section 3.2)Exhibit B; (d) All of machinery, equipment (including, without limitation, all computers located in or at the Sellers' prepaid expenses relating Dayton Facility), office materials, tools, pallets, spare parts, supplies and all other tangible personal property located in and at the Dayton Facility or otherwise primarily to either of benefitting the Businesses Dayton Facility, and for which the Buyer will get the benefit after the Closingleasehold improvements currently in, on or attached to the extent reflected Dayton Facility including, without limitation, the equipment itemized on Exhibit B hereto and the Closing Balance Sheets racks at or attached to the Dayton Facility and all parking lot improvements (collectively, the "Frozen Food Assets"). A list of all leasehold improvements at the Dayton Facility is attached hereto as finally adjusted pursuant to Section 3.2)Exhibit B; (e) All of the Sellers' rights under all leases of personal Plainbridge's right, title and interest in and to certain real property used primarily more particularly described in connection with either of the BusinessesExhibit D hereto located in Woodbridge, Middlesex County, New Jersey, including without limitation all structures and improvements thereon, all easements, rights-of-way, privileges, zoning and development rights and other rights and benefits, if any, which are appurtenant to such real property, and all right, title and interest of Plainbridge in and to any leases listed on Schedule 1.1(f) gaps, strips or gores adjoining or adjacent to such real property and in and to any land lying in the extent still bed of any street, road or avenue, open or proposed, in effect on the Closing Date front of or adjoining such real property (the "Personal Property LeasesWoodbridge Facility");; and (f) All of the Sellers' rights under all contracts Pathmark's right, title and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders"); (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); interest (i) as tenant under (A) that certain Lease dated June 15, 1994 by Dayton Properties Associates, as landlord, and Pathmark, as tenant, relating to the extent transferable and permitted Dayton Facility, as amended by applicable laws and regulationsFirst Amendment to Lease dated January 16, all of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records 1995 (the "Personnel RecordsDayton Facility Lease"), and (B) that certain Four Party Agreement among Dayton Properties Associates, DKM Properties Corp., Dayton Property Owners Association, and Pathmark dated June 15, 1994; (ii) as tenant under that certain Net Lease dated March 11, 1996 by ▇▇▇▇▇▇▇▇ ▇▇▇▇ Associates, as landlord, and Pathmark, as tenant (the "Brunswick Facility Lease") relating to the Brunswick Facility; and (iii) as tenant under that certain Agreement of all Lease dated October 1, 1983 by ▇▇▇▇ ▇▇▇▇ Corporation, as landlord, and Pathmark (formerly known as Supermarkets General Corporation), as tenant, as amended by Renewal Agreement and Lease Amendment dated April 30, 1993, (the Assumed Employees ("Banana Ripening Facility Lease"; together with the Dayton Facility Lease, the Brunswick Facility Lease and the Woodbridge Facility, collectively referred to herein as defined the "Acquired Facilities"). Notwithstanding anything to the contrary in Section 11.1) this Agreement, Plainbridge's sale of the Woodbridge Facility and any Optional Employees (as defined in Section 11.1) accepting BuyerPathmark's offers assignment of employment; (l) its interests under the Assigned Leases to CSWG will be made subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the BusinessesPermitted Encumbrances.

Acquired Assets. Subject to Upon the terms and subject to the conditions set forth in this Agreement, at the Closing referred to in Article 4 hereofand effective as of the Closing Date, the Sellers Seller shall sell, assign, transfer transfer, convey and deliver deliver, free and clear of any Liens other than Permitted Liens, to the BuyerPurchaser, and the Buyer Purchaser shall purchase, purchase and acquire and take assignment and delivery of, from Seller all of Seller's right, title and interest in the following assets of assets, properties and rights owned or held by Seller on the Sellers, with the exception of the Excluded Assets (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as the "Acquired Assets"):Closing Date. (a) All all tangible assets (including all machinery, equipment, installationstools, fixturesspare and replacement parts and components, furnishings, furniture, tools, office supplies, boothstransport and logistical equipment, displaysoffice and computer equipment and hardware, materials and other personal property used primarily in connection with either of the Businesses, including without limitation those but excluding any such items described on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment"); (b) All of the Sellers' billed and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2constituting Acquired Real Property), as finally adjusted pursuant to Section 3.2; (c) All of the Sellers' inventories used or held for use by Seller or any of its Affiliates primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation or conduct of the Businesses prior to Pessac Business, as the Closing, in each case to the extent reflected on the Closing Balance Sheets (same shall exist as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (e) All of the Sellers' rights under all leases of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property LeasesBusiness Assets"); (f) All of the Sellers' rights under all contracts and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts items listed on in Part A of Schedule 1.1(f1.1.1 (a), but excluding being understood that said list shall be regarded as an indication of the main items present on the Pessac Facility and does not preclude Purchaser to claim for the sale and transfer under this Agreement of any such contracts that have been performed other furniture, office equipment, machinery, office supplies, tools, spare and replacement parts, communication equipment, computer hardware and other tangible personal property owned by Seller which are not listed in full by said Schedule for any reason provided they are primarily used in the Sellers prior to Pessac Business as at the Closing (collectively the "Business Contracts");Date. (ga) All of includes any and all equipment and machinery purchased by Seller under the Sellers' rights GSK Agreements as well as any assets financed by GSK under purchase ordersthe same agreements but which have become the Seller’s property within the frame of, including without limitation the purchase orders listed on Schedule 1.1(g), and in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectivelycompliance with, the "Purchase Orders");GSK Agreements. Part B of Schedule 1.1.1 (ha) All lists the equipment and machinery that were financed by GSK under the GSK Agreements and are not proprietary to Seller but are GSK’s sole ownership as at the date of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to this Agreement; such items shall not be transferred to Purchaser at Closing, but shall become Purchaser’s ownership under the Buyer pursuant to terms and conditions provided for in the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) to the extent transferable and permitted by applicable laws and regulations, all of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the BusinessesGSK Agreements.

Acquired Assets. Subject to Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing referred Closing, Parent agrees to in Article 4 hereofcause Buyer to acquire from Seller, the Sellers shall and Buyer agrees to acquire from Seller, and Seller agrees to sell, assigntransfer, transfer assign and deliver to the Buyer, free and the Buyer shall purchase, acquire and take assignment and delivery ofclear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in, to and under the following assets of the Sellersassets, with the exception of the Excluded Assets (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as the "Acquired same shall exist on the Closing Date (collectively, the “Transferred Assets"”, provided that the assets set forth in clause (s) below shall be a “Transferred Asset” only for the purposes of this Article II): (a) All machineryall collateral materials, equipmentbrochures, installationsmanuals, fixturespromotional materials, furnituresales materials, toolsdisplay materials and product information materials related exclusively to the Business; (b) all of the Equipment (including those items listed on Section 2.01(b) of the Disclosure Letter); (c) all Contracts that are exclusively related to the Business and are currently used in the operation of the Business, suppliesincluding the Contracts listed on Section 2.01(c) of the Disclosure Letter (the “Assumed Contracts”); (d) the real estate leases, boothssubleases, displaysunattached trade fixtures and leasehold improvements for Leased Real Property that are listed on Section 2.01(d) of the Disclosure Letter; (e) the Transferred Domain Names; (f) the Transferred Trade Secrets; (g) the Transferred Copyrights; (h) the Transferred Trademarks and associated goodwill; (i) all Permits used exclusively in the Business and not otherwise required or used by Seller or its Subsidiaries outside of the Business, but only to the extent transferable or assignable without additional cost to Seller or its Subsidiaries (other than nominal administrative filing fees which shall be paid by Seller); (j) all Accounts Receivable; (k) all Seller Deposits associated with Assumed Contracts or other Transferred Assets, or related to other Assumed Liabilities; (l) all Prepayments associated with Assumed Contracts or other Transferred Assets, or related to other Assumed Liabilities, subject to the proration provisions of Section 5.10(a); (m) all lists of current customers, suppliers, resellers and material vendors of the Business and all maintenance, service and support records for such current customers; (n) all causes of action, claims, demands, rights (including rights under or pursuant to warranties, representations and guarantees made by suppliers, manufacturers or contractors) and privileges against third parties, whether liquidated or unliquidated, fixed or contingent, c▇▇▇▇▇ or inchoate that relate to events or breaches occurring on or prior to the Closing Date which relate exclusively to the Business, Transferred Assets or Assumed Liabilities, exclusive of causes of action, claims and rights which Seller may have under any insurance contracts or policies insuring the Transferred Assets; (o) all Inventory; (p) all confidentiality, nondisclosure and assignment of invention agreements entered into by Seller or any of its Subsidiaries with any Person other than current or former employees of the Business and relating exclusively to the Transferred Assets or the Assumed Liabilities and other than confidentiality and similar agreements entered into by Seller relating to a potential sale of the Business, the Transferred Assets or the Assumed Liabilities; (q) all marketing documents, business records, customer maintenance, service and support records, programmer logs and correspondence, in whatever form (electronic, written or otherwise) related exclusively to the Business, the Transferred Assets or the Assumed Liabilities; provided that such books and records shall expressly not include documents, materials and other personal property used primarily or information which are subject to attorney-client, work product or similar privilege or which were prepared in connection with either the transactions contemplated by this Agreement or the sale of the BusinessesBusiness, including without limitation those items described on Schedule 1.1the Transferred Assets or the Assumed Liabilities (other than copies of the Unaudited Financial Statements and the Audited Financial Statements); and provided, further, that, subject to Section 5.03(b), Seller shall be permitted, but shall not be obligated, to retain copies of all such books and records which are Transferred Assets; (ar) heretoall Software owned by Seller that (i) is embodied in the Products or (ii) used exclusively in the Business; (s) all Intellectual Property rights embedded in, with and all Software owned by Seller embodied in, the Legacy Products and the New Products; (t) personnel records for each Transferred Employee who consents to the transfer of such additions personnel records; (u) (i) copies of the Unaudited Financial Statements and deletions thereto as may arisethe Audited Financial Statements and (ii) financial records related exclusively to the Business, the Transferred Assets or may have arisen, from the date as of which such Schedule was prepared Assumed Liabilities that in the ordinary course of business prior as of the date hereof are located at the Leased Real Property; provided that subject to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment"Section 5.03(b), Seller shall be permitted, but shall not be obligated, to retain copies of all such records; (bv) All of the Sellers' billed and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, including the accounts receivable listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), as finally adjusted pursuant to Section 3.2; (c) All of the Sellers' inventories held for use primarily in either of the Businesses, including raw materials, work in process (subject to the customers' rights in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2); (e) All of the Sellers' rights under all leases of personal property used primarily in connection with either of the Businesses, including without limitation any leases listed on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"); (f) All of the Sellers' rights under all contracts and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either of the Businesses, including without limitation the contracts listed on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders"); (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to the information technology partition and transition described in Section 12.9 and Schedule 12.9 (collectively, the "Transferred Software Licenses"); (i) to the extent transferable and permitted by applicable laws and regulations, all of the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17assets specifically identified on Section 2.01(v) and relating primarily to either of the Businesses; (j) subject to Section 12.3, all records of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closing; (k) if requested by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employment; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses; (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1Disclosure Letter; and (nw) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their AffiliatesSeller’s goodwill in, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out going concern value of, the Business and inuring to the benefit of the Sellers and relating primarily to either of the BusinessesTransferred Assets.

Acquired Assets. Subject On and subject to the terms and conditions set forth in of this Agreement, at the Closing referred to in Article 4 hereofClosing, the Sellers Buyer shall purchase from the Seller, and the Seller shall sell, transfer, assign, transfer convey and deliver to the Buyer, all right, title and interest of the Buyer shall purchase, acquire Seller in and take assignment and delivery of, to all of the following assets tangible and intangible assets, business, goodwill and rights of the SellersSeller used in, with arising out of, or related to, the exception of Business, other than the Excluded Assets (as defined in Section 1.2) (all of which assets such assets, business, goodwill and rights being purchased hereunder are hereinafter collectively referred to collectively as the "“Acquired Assets"”), as the same shall exist immediately prior to the Closing, free and clear of all Liens (other than Permitted Liens), including, without limitation, the following (to the extent used in, arising out of, or related to, the Business): (a) All machineryraw materials, equipmentcomponents, installations, fixtures, furniture, tools, and supplies, boothswork-in-process, displays, materials processed or finished goods and other personal property used primarily in connection with either items of the Businessesinventory, and all packaging, wrapping, shipping containers and other parts, wherever located, specifically including without limitation those items described any inventory held by third parties for demonstration purposes or on Schedule 1.1 (a) hereto, with such additions and deletions thereto as may arise, or may have arisen, from the date as of which such Schedule was prepared in the ordinary course of business prior to the Closing consistent with the Sellers' obligations under Article 8 hereof (the "Equipment")consignment; (b) All all machinery, equipment, tooling, dies and molds (whether located at the facilities of the Sellers' billed Seller or at other locations), furniture, fixtures, leasehold improvements, vehicles and unbilled accounts receivable relating primarily to either of the Businesses outstanding on the Closing Date, including the accounts receivable other tangible personal property listed on Schedule 1.1(b) to the extent not collected prior to the Closing Date, in each case to the extent reflected on the Closing Balance Sheets (as defined in Section 3.2), as finally adjusted pursuant to Section 3.2; (c) All all Intellectual Property set forth on Schedule 1.1(c), the goodwill associated therewith, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Sellers' inventories held for use primarily in either Laws of all jurisdictions, and all rights granted to the BusinessesBuyer under the Intellectual Property License Agreement (the “Ultrasonics Intellectual Property”), including raw materials, work in process (subject to the customers' rights limitations set forth in the case of any government-funded work in process), supplies, samples, prototypes and finished goods (the "Inventories"), including the Inventories listed on Schedule 1.1 (c) to the extent not consumed in the operation of the Businesses prior to the Closing, in each case to the extent reflected on the Closing Balance Sheets (as finally adjusted pursuant to Section 3.2)2.4; (d) All of the Sellers' prepaid expenses relating primarily to either of the Businesses and for which the Buyer will get the benefit after the Closing, to the extent reflected that the same are assignable, agreements, contracts, unfulfilled sales orders with customers listed on Schedule 1.1(d), unfulfilled purchase orders entered into with suppliers listed on Schedule 1.1(d), licenses, commitments, plans, instruments, arrangements, understandings and proposals, documents and leases (whether of real or personal property) (including, without limitation, any such agreements, contracts, licenses, commitments, documents and leases listed on Schedule 5.13), including all amendments and supplements thereto (collectively, the Closing Balance Sheets (as finally adjusted pursuant “Contracts”), subject to the limitations set forth in Section 3.2)2.4; (e) All of the Sellers' rights under all leases of personal property used primarily in connection with either of the Businessespayments, including deposits (including, without limitation any leases listed limitation, customer deposits or prepayments on unfulfilled sales orders) and prepaid expenses set forth on Schedule 1.1(f) to the extent still in effect on the Closing Date (the "Personal Property Leases"1.1(e); (f) All all claims, choses-in-action, warranties, refunds, rights of the Sellers' recovery, rights under all contracts of set-off and agreements, including without limitation joint venture agreements, teaming agreements, distribution agreements, service agreements, supply agreements, license agreements, sublicense agreements, personal property leases and development contracts, entered into by a Seller primarily in connection with either rights of the Businesses, including without limitation the contracts listed recoupment set forth on Schedule 1.1(f), but excluding any such contracts that have been performed in full by the Sellers prior to Closing (collectively the "Business Contracts"); (g) All of the Sellers' rights under purchase orders, including without limitation the purchase orders listed on Schedule 1.1(g), in each case to the extent outstanding on the Closing Date and relating primarily to either of the Businesses (collectively, the "Purchase Orders")[intentionally omitted]; (h) All of the Sellers' rights with respect to those computer software programs, licenses and sublicenses to be transferred to the Buyer pursuant to extent that the information technology partition and transition described in Section 12.9 and same are assignable, all Permits, including those Permits which are listed on Schedule 12.9 (collectively, the "Transferred Software Licenses")5.8; (i) all rights to receive mail, email, faxes and other communications addressed to the extent transferable Seller and permitted by applicable laws relating to the Business (including communications from customers, suppliers, distributors, agents and regulationsothers and payments with respect to the Acquired Assets), all of which shall be forwarded to the Sellers' rights with respect to any licenses, permits, consents, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to either of the BusinessesBuyer; (j) subject all records, files, documents and correspondence, lists, drawings, specifications, ▇▇▇▇ of materials, studies, reports, advertising and promotional materials, and other printed or written materials, relating to Section 12.3the Business, including all records electronic and printed copies of each of the Sellers relating primarily to either of the Businesses, including, without limitation, property records, shipping records, supplier lists, production records, purchasing and sales records, customer lists, proposals, credit records, accounting records and such other records as the Buyer may reasonably require to conduct the Businesses subsequent to the Closingforegoing; (k) if requested rights to the name “Misonix” granted by the Buyer and to the extent such transfer is permitted by applicable law, photocopies of the payroll and personnel records (the "Personnel Records") of all the Assumed Employees (as defined in Section 11.1) and any Optional Employees (as defined in Section 11.1) accepting Buyer's offers of employmentIntellectual Property License Agreement; (l) subject to Section 12.4, all sales and promotional literature and other marketing and sales-related materials owned or used by the Sellers primarily in connection with either of the Businesses;domain names listed on Schedule 1.1(l); and (m) all files and documentation relating primarily to the Business Contracts and programs entered into by the Sellers since the inception of the Businesses and relating primarily to either of the Businesses; any such materials subject to third party proprietary restrictions will be addressed as provided in Section 12.1; and (n) to the extent transferable, all claims, causes of action, chose in action, rights of recovery and rights of set off of any kind against any third parties, other than the Sellers and their Affiliates, and all rights under and pursuant to all warranties, representations and guaranties made by suppliers of products, materials or equipment or components thereof, pertaining to, arising out of, and inuring to the benefit of the Sellers and relating primarily to either of the BusinessesAssets included on Schedule 1.1(m).