Common use of Assets Being Sold and Purchased Clause in Contracts

Assets Being Sold and Purchased. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing the Sellers shall grant, transfer, sell, convey, assign and deliver to the Buyer, and the Buyer shall purchase from the Sellers all of each Seller's right and title to and interest in and to substantially all of the properties and assets of every kind, nature and description primarily used in the Business (other than the Excluded Assets) as the same existed immediately prior to the Closing, free and clear of all Liens (other than Permitted Liens), including, without limitation, the following: (i) all inventories of Sellers, including finished goods, work-in-progress, office furniture, equipment and other materials which relate to or are used in the operation of the Business (the "Inventory"); (ii) all Contracts; (iii) the entire right, title and interest of Sellers in and to all Intellectual Property; (iv) all Books and Records of the Sellers; (v) all right, title and interest in and to all Federal, state, local and foreign government licenses, permits, authorizations, certifications and approvals to do business, and memberships to relevant industry groups, which relate to or are used in the operation of the Business (collectively, the "Approvals"), including such Approvals which are material to the operation of the Business which are listed in Schedule 2.2(a)(v) hereto; (vi) all rights of the Sellers in and to insurance and indemnity claims relating to the Business and the Assets, including such claims which are in excess of $100,000 which are listed in Schedule 2.2.(a)(vi) hereto; (vii) all of Sellers' rights and interests under the leases of real property set forth in Schedule 3.7 hereto relating to the Business, along with all appurtenant rights, easements, and privileges appertaining or relating thereto; (viii) all of Sellers' rights and interests under leases of equipment or other tangible personal property used in conducting the Business; (ix) all rights, choses in action and claims (known or unknown, matured or unmatured, accrued or contingent) of the Sellers against third parties arising out of or in connection with the Business and relating to the Assets or the Assumed Liabilities (as defined below), including the claims set forth in Schedule 2.2 (a) (ix) hereto; (x) All security deposits, prepaid expenses and other miscellaneous assets of the Business; (xi) All of the issued and outstanding capital stock and/or membership interests (collectively, the "Subsidiary Shares"), and all corporate and limited liability minute books, stock transfer ledgers and other corporate and limited liability records, of each of the following subsidiaries of Sellers (collectively, the "Subsidiaries"): (a) Caribiner International Pty Limited, including the beneficial ownership interest that Caribiner International Pty Limited holds in Caribiner Wavelength Unit Trust;

Assets Being Sold and Purchased. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing the Sellers concurrently herewith Seller shall grant, transfer, sell, convey, assign and deliver to the BuyerBuyer free and clear of all Liens, other than Permitted Liens (as hereinafter defined), and the Buyer shall purchase from the Sellers Seller, all of each Seller's right and title to and interest in and to substantially all of the following properties and assets of every kind, nature and description primarily used in the Business (other than the Excluded Assets) as the same existed immediately prior to exist on the Closing, free and clear date hereof: (i) all tangible assets used in or useful or held for use in connection with the ownership or operation of all Liens (other than Permitted Liens)the Business whether owned or leased, including, without limitation, the following: (i) all inventories of Sellersinventory, including finished goodssupplies, work-in-progressfurnishings, office furniture, equipment moveable and other materials which relate to or are used in the operation equipment, instruments, machinery, tools, vehicles, furniture and office equipment, all fixtures and leasehold improvements and other items of the Business (the "Inventory")personal property owned by Seller; (ii) all Contractsmanufacturers' and vendors' warranties in connection with the assets being transferred hereunder; (iii) except for Excluded Contracts (as defined in Section 1.4), agreements to provide services or equipment, real estate leases, equipment maintenance agreements, non-competition and proprietary information agreements (other than such confidentiality agreements and letters of intent that arose from the entire rightsale of the Business) and other agreements related to, title and interest of Sellers incurred in the ordinary course of, the Business, including its contracts to provide portable x-ray, EKG and to other ancillary services and all Intellectual Propertyother Contracts (as such term is hereinafter defined in Section 3.1(j)); (iv) all Books trade names, including but not limited to, "MMXR" and Records the names, service marks, trademarks, copyrights, copyright applications, trademark applications, patents, and patent applications used or useful or held for use in connection with the ownership or operation of the SellersBusiness and the right to use the logos, except for the name and service xxxx "MEDIQ" and any derivations thereof; (v) all rightprepaid expenses and deposits used or useful or held for use in connection with the ownership or operation of the Assets being transferred hereunder (the "Prepaid Expenses"), title which excludes those prepaid expenses and interest in deposits (which expenses and deposits remain the property of Seller) relating to those liabilities that are not Assumed Liabilities; (vi) all Federaloriginal agreements, statedocuments, local and foreign government licensesbooks, permitsinstruments, authorizationspapers, certifications and approvals to do businessrecords, and memberships files of all kind and nature relating to relevant industry groups, which relate to or are used in the operation of the Business (collectively, the "ApprovalsRecords"), including such Approvals which are material to the operation of the Business which are listed in Schedule 2.2(a)(v) hereto; (vi) all rights of the Sellers in but excluding its charter, minute books, stock record books and to insurance and indemnity claims relating to the Business and the Assets, including such claims which are in excess of $100,000 which are listed in Schedule 2.2.(a)(vi) heretocorporate seal; (vii) all of Sellers' rights consents, licenses, permits, certifications and interests under approvals granted by any governmental or non-governmental third party (collectively, the leases of real property set forth in Schedule 3.7 hereto relating "Third Party Consents"), to the Businessextent transferable in accordance with applicable law, along with all appurtenant rightsincluding without limitation, easements, and privileges appertaining or relating theretothose specified on Schedule 1.1(a)(vii); (viii) its past and present customer lists and all telephone numbers, patient records, including without limitation, patient x-ray films and EKGs, and files and other confidential or proprietary information (other than confidentiality agreements and letters of Sellers' rights and interests under leases intent that arose from the sale of equipment or other tangible personal property used in conducting the Business), in each case only to the extent transferable in accordance with applicable law; (ix) all rightsits cash, choses in action cash equivalents, accounts and claims (known or unknown, matured or unmatured, accrued or contingent) notes receivable and the proceeds of the Sellers against third parties arising out of or in connection with the Business and relating to the Assets or the Assumed Liabilities any Non-Assignable Receivables (as defined below), including the claims set forth in Schedule 2.2 (a) (ix) hereto; (x) All security depositsany provider or participation agreements and provider numbers relating to Medicare or Medicaid to which Seller is a party (including, prepaid expenses without limitation, any hereafter issued with respect to Michigan) and other miscellaneous assets of the Businessany IPL numbers; (xi) All its goodwill and going concern value; and (xii) all other assets that are used, useful or held for use in connection with the ownership or operation of the issued and outstanding capital stock and/or membership interests (collectively, the "Subsidiary Shares"), and all corporate and limited liability minute books, stock transfer ledgers and other corporate and limited liability records, of each of the following subsidiaries of Sellers (collectively, the "Subsidiaries"): (a) Caribiner International Pty Limited, including the beneficial ownership interest that Caribiner International Pty Limited holds in Caribiner Wavelength Unit Trust;Business.

Assets Being Sold and Purchased. (a) Subject to and upon satisfaction of the terms and conditions of this Agreement, at the Closing the (as defined in Section 2 herein), Sellers shall grant, transfer, sell, convey, assign and deliver to the Buyer, pursuant to a Xxxx of Sale in the form attached hereto and made a part hereof as Exhibit 1.1(a) (the “Xxxx of Sale”), and Buyer shall purchase from the Sellers all Sellers, certain of each Seller's Sellers’ right and title to and interest in and to substantially all of the properties and Sellers’ assets of every kind, nature and description primarily used by, for and in connection with, the Business (Business, other than the Excluded Assetspatient information and records, medical documentation, payor verification and related materials and any records which, by law, Sellers are required to retain (collectively “Medical Records”) as the same existed immediately prior to the Closing, free Closing and clear reflected on the books and records of all Liens the Sellers (other than Permitted Liensthe “Assets”), excluding only the specific assets set forth in Section 1.1(c) below, but including, without limitation, the following: (i) all inventories of Sellerstangible assets used in the Business whether owned or leased, including finished goodsincluding, work-in-progresswithout limitation, office all instruments, tools, furniture, medical equipment, supplies and office equipment and other materials all fixtures and leasehold improvements, but not including the real property which relate to or are comprises the Tonopah Facility and Eastern Avenue Facility, it being expressly understood and agreed that Buyer shall enter into leases for such Facilities; (ii) all inventory used in the operation of the Business (the "Inventory"); (ii) all ContractsBusiness; (iii) to the entire extent assignable, all of Sellers’ right, title and interest of Sellers under manufacturers’ and vendors’ warranties in and to all Intellectual Propertyconnection with the assets being transferred hereunder; (iv) to the extent assignable, all Books and Records of the Sellers; (v) all ’ right, title and interest in and to all Federalthose contracts, stateagreements, local and foreign government leases, licenses, franchises, purchase orders, sale, license or service orders, permits, authorizationsinstruments, certifications commitments, arrangements, understandings, including, without limitation, all license, service, maintenance, supply, purchase, distribution, advertising and approvals promotional services agreements to do businesswhich any of the Sellers is a party or by which any of the Sellers or the Business is bound or under which any of the Sellers has any rights or is entitled to any benefits, and memberships relating to relevant industry groups, which relate to or are used in the operation any of the Business or the Assets (in each case, whether written or oral and including all amendments thereto) all as set forth on Schedule 3.10 hereto under the heading “Assigned Agreements” (collectively, “Assigned Agreements”); all other contracts including those under the "Approvals"), including heading “Material Agreements Not Assumed by Buyer” and/or contracts not set forth on such Approvals which are material Schedule 3.10 shall not be Assigned Agreements; (v) to the operation extent assignable, all software programs (including source and object codes) and related documentation for software owned by any Seller and used in connection with or developed for support of the operations of the Business, including, without limitation, the software programs identified on Schedule 1.1(a)(v) attached hereto, but excluding the internet web sites used by Sellers with respect to the Business which are listed and the related universal record locators (“URLs”) used in Schedule 2.2(a)(v) hereto;connection therewith, (vi) all prepaid expenses, deposits and advances (other than deposits set forth in Section 1.3), and other prepayment and similar rights of the Sellers in and to insurance and indemnity claims relating related to the Business and the Assets, including such claims which are in excess of $100,000 which are listed in Schedule 2.2.(a)(vi) heretoBusiness; (vii) all insurance proceeds and rights thereto derived from and after the date hereof, from loss, damage or destruction of Sellers' rights and interests under or to any property or assets included in the leases of real property set forth in Schedule 3.7 hereto relating Assets, to the Businessextent not utilized prior to the Closing to repair or replace the lost, along with all appurtenant rights, easements, and privileges appertaining damaged or relating theretodestroyed items; (viii) all of Sellers' rights ’ right, title and interests under leases of equipment interest in any transferable licenses, permits, variances, franchises, accreditations, certifications, authorizations and approvals to do business issued by any administrative body or other tangible personal property licensing authority or governmental or regulatory agency, used in conducting connection with the Business and/or the ownership and/or use of any of the Assets, together with any extensions, renewals or modifications thereof and additions thereto in connection with the Business, including, without limitation any and all licenses and permits issued by the Nevada Bureau of Licensing and Certification (“NBLC”), all as set forth on Schedule 1.1(a)(viii), but not including the professional license of any Seller related to the practice of medicine; (ix) all rights, choses in action and claims (known or unknown, matured or unmatured, accrued or contingent) All of the Sellers against third parties arising out of or in connection with the Business Sellers’ books and records relating to the Assets or operation of the Assumed Liabilities (as defined below)Business including without limitation, including all books of accounts, ledgers, accounting and personnel records and files, but excluding Medical Records, the claims set forth in Schedule 2.2minute books of ARO and ROLC, the stock record books of ARO, and all records of capital accounts of ROLC; and (ax) Certain goodwill pertaining to the Assets and/or the Business. (ixb) At Closing, Sellers shall permit Buyer to take physical possession of all of the Assets at the locations at which they are being used. (c) Notwithstanding anything to the contrary herein, the following assets of Sellers are not intended by the parties to be included in the Assets being purchased by Buyer and shall be excluded from such purchase and shall not be deemed Assets (collectively, the “Excluded Assets”): (i) the assets described on Schedule 1.1(c) hereto; (xii) All security depositsaccounts receivable arising from the rendering of services and provisions of medicine, prepaid expenses drugs and supplies to patients at the Facilities or any other location where any Seller provides services (“Accounts Receivable”) prior to Closing, including but not limited to Accounts Receivable relating to Medicare, Medicaid and other miscellaneous assets third party patient claims of Seller due from beneficiaries or governmental third party payors, it being agreed and acknowledged that all Accounts Receivable resulting from the provision of services or sale of goods or otherwise from and after the Closing Date shall not be deemed Excluded Assets; (iii) any contract that is not listed on Schedule 3.10 hereto under the heading “Assigned Agreements” and is not used or required as part of the day-to-day operations of the Business; (iv) restricted and unrestricted cash and cash equivalents, including, without limitation, investments in marketable securities, certificates of deposit and bank accounts; (v) temporary investments; (vi) all of Sellers’ non-transferable permits and licenses used in the Business; (vii) any professional license held by any Seller; (viii) Medical Records; (ix) rights to settlements and retroactive adjustments, if any, whether arising under a cost report of Seller or otherwise, for cost reporting periods ending on or prior to Closing, whether open or closed, arising from or against the United States government under the terms of the Medicare program or TRICARE (formerly the Civilian Health and Medical Program of the Uniformed Services (“TRICARE”)) or from or against a state Medicaid program, and from or against any third party payor programs which settle upon a basis other than an individual claims basis; (x) claims against third parties related to Seller’s operations prior to Closing; (xi) All any rights to tax refunds or claims under or proceeds of insurance policies related to the Business or the Assets with respect to periods prior to Closing; (xii) all employee benefit plans of Sellers within the meaning of Section 3(3) of the issued Employee Retirement Income Security Act of 1974, as amended (“ERISA”), which are presently in effect and outstanding capital stock and/or membership interests relate to the operation of the Business, including any assets owned or held by any such plan; (d) Sellers shall transfer, convey and assign to Buyer title to all of the Assets at the Closing, free and clear of any liens, pledges, charges, mortgages, security interests, restrictions, easements, liabilities, claims, encumbrances or right of others of every kind and description (collectively, the "Subsidiary Shares"“Liens”), and all corporate and limited liability minute booksexcept for those Liens listed on Schedule 1.1(d) hereto, stock transfer ledgers and other corporate and limited liability records, of each of said Liens so listed being herein called the following subsidiaries of Sellers (collectively, the "Subsidiaries"): (a) Caribiner International Pty Limited, including the beneficial ownership interest that Caribiner International Pty Limited holds in Caribiner Wavelength Unit Trust;“Permitted Liens.”

Assets Being Sold and Purchased. (a) Subject to and upon the terms and conditions of this Agreement, at the Closing the Sellers concurrently herewith Seller shall grant, transfer, sell, convey, assign and deliver to the BuyerBuyer free and clear of all Liens, other than Permitted Liens (as hereinafter defined), and the Buyer shall purchase from the Sellers Seller, all of each Seller's right and title to and interest in and to substantially all of the following properties and assets of every kind, nature and description primarily used in the Business (other than the Excluded Assets) as the same existed immediately prior to exist on the Closing, free and clear date hereof: (i) all tangible assets used in or useful or held for use in connection with the ownership or operation of all Liens (other than Permitted Liens)the Business whether owned or leased, including, without limitation, the following: (i) all inventories of Sellersinventory, including finished goodssupplies, work-in-progressfurnishings, office furniture, equipment moveable and other materials which relate to or are used in the operation equipment, instruments, machinery, tools, vehicles, furniture and office equipment, all fixtures and leasehold improvements and other items of the Business (the "Inventory")personal property owned by Seller; (ii) all Contractsmanufacturers' and vendors' warranties in connection with the assets being transferred hereunder; (iii) except for Excluded Contracts (as defined in Section 1.4), agreements to provide services or equipment, real estate leases, equipment maintenance agreements, non-competition and proprietary information agreements (other than such confidentiality agreements and letters of intent that arose from the entire rightsale of the Business) and other agreements related to, title and interest of Sellers incurred in the ordinary course of, the Business, including its contracts to provide portable x-ray, EKG and to other ancillary services and all Intellectual Propertyother Contracts (as such term is hereinafter defined in Section 3.1(j)); (iv) all Books trade names, including but not limited to, "MMXR" and Records the names, service marks, trademarks, copyrights, copyright applications, trademark applications, patents, and patent applications used or useful or held for use in connection with the ownership or operation of the SellersBusiness and the right to use the logos, except for the name and service xxxx "MEDIQ" and any derivations thereof; (v) all rightprepaid expenses and deposits used or useful or held for use in connection with the ownership or operation of the Assets being transferred hereunder (the "Prepaid Expenses"), title which excludes those prepaid expenses and interest in deposits (which expenses and deposits remain the property of Seller) relating to those liabilities that are not Assumed Liabilities; (vi) all Federaloriginal agreements, statedocuments, local and foreign government licensesbooks, permitsinstruments, authorizationspapers, certifications and approvals to do businessrecords, and memberships files of all kind and nature relating to relevant industry groups, which relate to or are used in the operation of the Business (collectively, the "ApprovalsRecords"), including such Approvals which are material to the operation of the Business which are listed in Schedule 2.2(a)(v) hereto; (vi) all rights of the Sellers in but excluding its charter, minute books, stock record books and to insurance and indemnity claims relating to the Business and the Assets, including such claims which are in excess of $100,000 which are listed in Schedule 2.2.(a)(vi) heretocorporate seal; (vii) all of Sellers' rights consents, licenses, permits, certifications and interests under approvals granted by any governmental or non-governmental third party (collectively, the leases of real property set forth in Schedule 3.7 hereto relating "Third Party Consents"), to the Businessextent transferable in accordance with applicable law, along with all appurtenant rightsincluding without limitation, easements, and privileges appertaining or relating theretothose specified on Schedule 1.1(a)(vii); (viii) its past and present customer lists and all telephone numbers, patient records, including without limitation, patient x-ray films and EKGs, and files and other confidential or proprietary information (other than confidentiality agreements and letters of Sellers' rights and interests under leases intent that arose from the sale of equipment or other tangible personal property used in conducting the Business), in each case only to the extent transferable in accordance with applicable law; (ix) all rightsits cash, choses in action cash equivalents, accounts and claims (known or unknown, matured or unmatured, accrued or contingent) notes receivable and the proceeds of the Sellers against third parties arising out of or in connection with the Business and relating to the Assets or the Assumed Liabilities any Non-Assignable Receivables (as defined below), including the claims set forth in Schedule 2.2 (a) (ix) hereto; (x) All security depositsany provider or participation agreements and provider numbers relating to Medicare or Medicaid to which Seller is a party (including, prepaid expenses without limitation, any hereafter issued with respect to Michigan) and other miscellaneous assets of the Businessany IPL numbers; (xi) All its goodwill and going concern value; and (xii) all other assets that are used, useful or held for use in connection with the ownership or operation of the issued Business. (b) The assets being sold and outstanding capital stock and/or membership interests (collectively, purchased hereunder are hereinafter collectively referred to as the "Subsidiary SharesAssets"), and all corporate and limited liability minute books, stock transfer ledgers and other corporate and limited liability records, of each of the following subsidiaries of Sellers (collectively, the "Subsidiaries"): (a) Caribiner International Pty Limited, including the beneficial ownership interest that Caribiner International Pty Limited holds in Caribiner Wavelength Unit Trust;.