Common use of Assets Purchased Clause in Contracts

Assets Purchased. Upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase, and Seller shall sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 9 hereof), all of the following tangible and intangible assets, properties, licenses, and rights (collectively, the "Assets"), free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, tools, trade fixtures, and other tangible property of Seller (except real property and inventory), listed on Schedule 1.1.1 hereof (the "Fixed Assets"), and any and all assignable warranties of third parties covering the Fixed Assets. 1.1.2 All inventory, work in progress, stock in trade, finished goods and raw materials and supplies of Seller as of the Closing Date (the "Inventory"). 1.1.3 All rights of Seller under all customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, personal property leases, purchase orders and barter arrangements, which are set forth on Schedule 1.1.3 attached hereto (the "Assumed Contracts"). 1.1.4 All service marks, copyrights, brand names, trade names, know-how, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "Vikron" and "Vikron Magnetic Heads" and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, which are listed on Schedule 1.1.4 (the "Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, and all other documents, materials and supplies related to the Business (the "Business Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are listed on Schedule 1.1.7 (the "Accounts Receivable"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.

Assets Purchased. Upon The Seller agrees to sell, transfer, and assign to the Purchaser pursuant to the terms and subject to the conditions of in this Agreement, Purchaser shall purchase, and Seller shall sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 9 hereof), all of the Seller’s assets related to its Business as a going concern whether or not carried on the books of Seller, including, but not limited to, the following (collectively referred to as the “Assets”): a. Any and all transferable rights and interest Seller has or may have in the Business telephone and facsimile numbers, domain names/URLs/worldwide websites, patents, copyrights, patent/copyright applications, other tangible and intangible assets, properties, licenses, and rights (collectively, the "Assets"), free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, toolsintellectual property, trade fixtures, names and other tangible property of Seller (except real property and inventory), listed on Schedule 1.1.1 hereof (the "Fixed Assets")logos, and any derivations thereof (“Blue Clay Capital Management,” “Blue Clay Fund” and derivations thereof), including any applicable trade or service marks or registered names used, maintained or registered to Seller. At closing, Seller shall assign to Buyer all transferable right, title and interest Seller may have in the right to do business in such current trade names and take necessary action reasonably requested by Purchaser to ensure the Purchaser’s transfer and use of said intellectual property; b. Any and all of Seller’s customer lists, listings and/or business records; leases, assignments, and assignable warranties of third parties covering the Fixed Assets. 1.1.2 All inventorycontracts; customer and vendor information, work in progresscomputer records and accounting data; and except as provided below, stock in trade, finished goods and raw materials and supplies of Seller as of the Closing Date (the "Inventory"). 1.1.3 All rights of Seller under all customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, other personal property leasesused in the Business, purchase orders including software and barter arrangementssoftware licenses and related code, which are set forth on Schedule 1.1.3 attached hereto (the "Assumed Contracts").and all transferable permits, warranties, licenses and franchise rights; 1.1.4 All service marks, copyrights, brand names, trade names, know-how, symbols, inventions, programs, trade secrets, logos c. Any and telephone numbers related to or connected all goodwill associated with the Business, including, without limitationbut not limited to, customer relationships, vendor relationships, licenses, permits and other general intangibles; d. Any of Seller’s right, title and interest in and to all personal property, equipment, computer equipment, phones, copy/fax machines, fixtures, furniture, computers, instruments, supplies, office supplies, stationery, and other tangible personal property comprising and utilized in the product catalogues used Business; e. Those customer, vendor and related contracts and other leases, transferable customer contracts and other contractual rights, including, but not limited to, license or distributed by Seller in connection with other agreements to the Business and the names "Vikron" and "Vikron Magnetic Heads" and all derivations thereofextent such agreements are assignable, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, which are listed as set forth on Schedule 1.1.4 Exhibit D attached hereto (the "Proprietary Rights"“Assigned Contracts”).; 1.1.5 All files f. Transferable independent contracts and correspondence pertaining independent contract relationships identified herein, together with all non-compete agreements, non-solicitation agreements and related transferable contract rights and benefits; and advertising listings relating to customersthe Business; g. Leasehold rights with respect to that office lease dated November 30, prospects 2016 for the property located at 0000 X. 00xx Xxxxxx, #000, Xx. Xxxxx Xxxx, XX 00000 (the “Lease”), including, but not limited to the $4,800.00 security deposit and suppliersany improvements to the leased premises; h. Rights under the Venture X Membership Agreement with respect to the use of space 0000 Xxxxxx Xxxxx #00000, Xxxxxx, Xxxxxxx 00000 (the “Florida Membership Agreement”); and i. Copies of all papers, records and documents (in paper or electronic format) relating to the Assets, and all other technical and descriptive materials relating to the Assets, purchasing and sales records, customer and vendor lists, inventory and Asset documentation, marketing documents, software release orders and related information and materials regarding the Assets. The Assets referenced in this Section shall be as described more particularly, but not inclusively, on Exhibit A attached hereto, as well as the Xxxx of Sale and supplies related attachments thereto, to be executed by the Business (Seller in substantially the "Business Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are listed on Schedule 1.1.7 (the "Accounts Receivable"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.same form as attached hereto as Exhibit B.

Assets Purchased. Upon At the terms and subject to closing of the conditions of this AgreementAcquisition (the “Closing”), Purchaser the Buyer shall purchase, and the Seller shall sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 9 hereof), all of the following tangible and intangible assets, properties, licenses, and rights assets (collectively, the "“Assets"”): (a) the product known as Analyst Financials (also known as Analyst Suite), including all source and object code, all prior versions, versions under development, documentation, including installation, implementation and help manuals and guides for users and programmers/developers, and all trademarks, trade names, service marks, copyrights and goodwill and other intellectual property, whether registered or not, associated therewith, whether in the United States or overseas (all of the foregoing, the “Software-Related Assets”) other than the Patents (as defined below), which are to be licensed to the Buyer on the terms provided herein; (b) the product known as WorkWise and all Software-Related Assets associated therewith, whether in the United States or overseas, other than the Patents, which are to be licensed to the Buyer on the terms provided herein; (c) all customer lists, customer contracts, goodwill, contracts and contract rights with regard to customers (other than patent licenses), whether in the United States or overseas (other than accounts receivable of the Seller prior to the Closing) and all of Seller’s right, title and interest in the name “Timeline” (other than “Timeline, Inc.”), “WorkWise” and “Analyst Financials” and stylized marks derivative thereof; (d) all equipment, inventory, fixtures and capitalized software described on Schedule A attached hereto; and (e) all books and records related to the foregoing. Notwithstanding anything to the contrary set forth herein, the Buyer will not purchase at the Closing any of the Seller’s accounts receivable of the Seller prior to the Closing, cash on hand at the date of the Closing, rights under life insurance policies owned by the Seller. All of the Assets shall be purchased by the Buyer free and clear of all liensliabilities, claimsobligations, optionsmortgages, rights of third parties liens and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, tools, trade fixtures, and other tangible property of Seller (except real property and inventory), listed on Schedule 1.1.1 hereof (the "Fixed Assets"), and any and all assignable warranties of third parties covering the Fixed Assets. 1.1.2 All inventory, work in progress, stock in trade, finished goods and raw materials and supplies of Seller as of the Closing Date (the "Inventory"). 1.1.3 All rights of Seller under all customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, personal property leases, purchase orders and barter arrangements, which are set forth on Schedule 1.1.3 attached hereto (the "Assumed Contracts"). 1.1.4 All service marks, copyrights, brand names, trade names, know-how, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "Vikron" and "Vikron Magnetic Heads" and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration encumbrances of any of the foregoing and all intangibles appurtenant thereto, which are listed on Schedule 1.1.4 (the "Proprietary Rights")kind. 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, and all other documents, materials and supplies related to the Business (the "Business Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are listed on Schedule 1.1.7 (the "Accounts Receivable"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.

Assets Purchased. Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, Purchaser shall purchase, and Seller shall sell, assign, transfer transfer, convey and convey deliver to Purchaser at Buyer, and Buyer shall purchase from Seller, all right, title and interest in, to and under the properties, assets, goodwill and rights of Seller of whatever kind and nature, tangible or intangible, that are owned, used or licensed by Seller in the operation of the Business as of the Closing (as defined in Section 9 hereof)Date, all of except for the following tangible and intangible assets, properties, licenses, and rights (collectively, the "Excluded Assets"), free and clear of all liensEncumbrances, claimsother than Permitted Encumbrances (collectively, optionsthe “Purchased Assets”). The Purchased Assets include the following, rights of third parties and encumbrances, whether contingent or otherwiseto the extent they exist on the Closing Date: 1.1.1 All equipment, machinery, (a) all furniture, fixtures, equipment, tools, trade fixturesnetwork elements (either owned, leased or contracted), vehicles, furnishings, computer hardware, peripheral equipment, racks, materials, supplies, and other tangible property of Seller (except real property and inventory), listed on Schedule 1.1.1 hereof (the "Fixed Assets"), and any and all assignable warranties of third parties covering the Fixed Assets. 1.1.2 All inventory, work in progress, stock in trade, finished goods and raw materials and supplies of Seller as of the Closing Date (the "Inventory"). 1.1.3 All rights of Seller under all customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, personal property leasesowned, purchase orders and barter arrangements, which are set forth on Schedule 1.1.3 attached hereto (leased or possessed for or used in the "Assumed Contracts"). 1.1.4 All service marks, copyrights, brand names, trade names, know-how, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "Vikron" and "Vikron Magnetic Heads" and all derivations thereof, all lists operation of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, which are listed on Schedule 1.1.4 (the "Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, and all other documents, materials and supplies related to the Business (the "Business Records"“Tangible Assets”).; 1.1.6 All vehicles listed (b) all inventories (whether on Schedule 1.1.6 hand or on order) of goods, parts, materials, supplies, and other property held for resale, lease or consumption in the Business, including work-in-process, together with all records relating to such goods, parts, materials, supplies, and other property (the "Vehicles"“Inventories”).; 1.1.7 All (c) all subscriber accounts, subscriber contracts, accounts receivable, notes receivable, negotiable instruments and chattel paper other rights to receive anything of value arising from the sale or lease of goods or services or the license of software in the operation of the Business, including any associated commissions or revenue to be received by Seller outstanding under any agent or partner agreement with another Person (the “Accounts Receivable”); (d) all (i) domestic and foreign rights and derivative rights to inventions, trademarks, service marks, trade names, logos, corporate names, domain names, URL’s, websites (including content), protected models, designs, data, software, created works and other trade rights and all other trade secrets, plans, specifications, technology, know-how, methods, designs, concepts, copyrights, works of authorship, patents (including all reissues, divisionals, continuations, continuations-in-part and extensions thereof), and all other proprietary rights and other intellectual property, whether or not registered or registerable, and all goodwill associated with any of the foregoing, (ii) moral rights, rights of attribution, rights to infringement or dilution claims, and other intangible rights relating to any of the foregoing, and (iii) rights under any licenses to use any of the foregoing types of intellectual property owned by another Person (collectively, the “Intellectual Property”); (e) all prepaid expense items and deferred charges, credits, advance payments, refunds, rebates, security and other deposits made to any Person relating to the Purchased Assets or the conduct of the Business, in each case other than to the extent relating to the Retained Liabilities or the Excluded Assets (the “Other Assets”); (f) all Contracts relating to the Business other than Contracts included in the Excluded Assets (collectively, the “Assigned Contracts”); (g) all municipal, state and federal licenses, permits, certificates, certifications, exemptions, franchises, registrations, approvals, waivers, consents and authorizations from any Governmental Authority or any other Person necessary or proper for the operation of the Business as conducted on or prior to the Closing Date, to the extent legally assignable (collectively, the “Licenses”); (h) all books and records relating to the Purchased Assets and the Assumed Liabilities, including all customer and supplier files and lists, sales information, equipment maintenance and warranty information, books of account, training manuals, business records, accounting information, marketing materials, operating manuals, all correspondence with any customers, suppliers or Governmental Authority, all personnel records related to employees that will be offered employment by Buyer on the Closing Date which are (to the extent permitted to be transferred by applicable Law and subject to such employees providing prior written consent to the transfer), and any other reports, promotional materials, plans and documents related to the Business, in the possession or under the control of Seller, the Owners or their respective agents, including data stored electronically, but excluding any records listed on Schedule 1.1.7 as Excluded Assets; (i) all third-party indemnities where Seller is an indemnified party, including the "Accounts Receivable").proceeds afforded thereby, in each case other than to the extent relating to the Retained Liabilities or Excluded Assets; 1.1.8 All cash on hand (j) all manufacturers’ warranties and in financial institutionsindemnities with respect to any Purchased Asset; (k) all post office boxes, cash equivalents telephone numbers (including letters of credit issued by customers of Sellercell phone numbers) and investmentsfacsimile numbers used in connection with the Business, including any such cashother than those that are Excluded Assets; (l) all computer software or firmware owned, cash equivalents or investments held in Northland's accounts but allocated to leased, licensed or otherwise held used in connection with the Business, other than software currently installed on Excluded Assets; (m) all goodwill of the Business; (n) all rights pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, offsets or defenses with respect to the Purchased Assets or the Assumed Liabilities, except to the extent relating to the Retained Liabilities or Excluded Assets; (o) all employee payroll advances and advances to independent contractors or subcontractors of any tier; (p) vendor rebates and discounts that have been earned prior to Closing and not paid; (q) all policies of property, fire and casualty, business interruption, product liability, professional liability, general liability, excess liability, workers’ compensation, bonding arrangements and other forms of insurance relating to the Business or the Purchased Assets and all pending claims, early cancellation refunds and other rights and benefits under any insurance policy relating to the Business or any Purchased Assets; and (r) except for the benefit Excluded Assets, all other assets, properties and rights of Seller (every kind and nature that relate to the "Cash")Business, known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, whether or not specifically referred to in this Agreement. 1.1.9 All prepaid advertising.

Assets Purchased. Upon At the terms and subject to the conditions of this AgreementClosing, Purchaser shall purchase, and Seller shall sell, assign, transfer convey, transfer, set over, and convey deliver to Purchaser at the Closing BusinessCo (except as defined in Section 9 hereof), otherwise noted) all of the following tangible and intangible assets, properties, licensesrights, and rights interests of every conceivable kind or character whatsoever, whether tangible or intangible, that on the Closing Date are owned by Seller or in which Seller has an interest of any kind except for Excluded Assets listed under Section 2. These include, without limitation, the following (collectively, the "the" Purchased Assets")): a. All furniture, free fixtures and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machineryfixed assets and all other items of tangible personal property, furniturein each case wherever located and whether or not capitalized on Seller's books, fixturesincluding but not limited to, tools, trade fixtures, and other tangible the property of Seller (except real property and inventory), listed set forth on Schedule 1.1.1 hereof 1A attached hereto (the "Fixed AssetsPersonal Property"), and any and all assignable warranties of third parties covering the Fixed Assets. 1.1.2 b. All inventorygood and saleable inventory of any kind, work in progresscharacter, stock in tradenature or description, wherever located including all finished goods goods, work-in-process, supplies, raw materials, parts, scraps, containers and raw packaging materials and supplies of Seller as of the Closing Date including any consigned inventory (the "Inventory"). 1.1.3 c. All rights of accounts, chattel paper, documents, and instruments, including all accrued interest receivable and also any security Seller under all customer sales/purchase orders holds for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, personal property leases, purchase orders and barter arrangements, which are set forth on Schedule 1.1.3 attached hereto the payment thereof generated by the Business (the "Receivables") and all of Seller's general intangibles in connection with the Business and, to the extent not otherwise constituting general intangibles, any interest of Seller in any and all claims by Seller against any other person in connection with the Business, whether now accrued or later to accrue, contingent or otherwise, known or unknown, including, but not limited to, all rights under express or implied warranties from suppliers in connection with the Business (except as they may pertain to Seller's liabilities other than Assumed Contracts"Liabilities), claims for collection or indemnity, claims in bankruptcy, and chooses in action. 1.1.4 d. All service marksSeller's right, copyrightstitle, brand namesbenefit, and interest in and to inventions, discoveries, improvements, designs, prototypes, trade namessecrets, manufacturing and engineering drawings, process sheets, specifications, bills of material, formulae and secret and confidential processes, know-how, symbolstechnology, inventionsand other industrial property (whether patentable or unpatentable) used in the Business (the "Intellectual Property") as listed on Schedule 11.AA. e. The real estate located at 122 South Aspen Street, programsSparta, trade secretsMichigan, logos legally xxxxxxxxx xx Xxxxxxxx 0X xxxxxxxx xxxxxx (xx be purchased by Real EstateCo) (the "Real Estate"); f. The full benefit of: i. Any and telephone numbers related to or connected all purchase orders placed with the Business, including, without limitation, the product catalogues used or distributed and accepted by Seller on or before the Closing Date in connection with the Business that have not been completely performed or filled before the Closing Date, covering the purchase from Seller of products to be supplied by Seller in the Business, or covering the rendition by Seller of service on products supplied by Seller in the Business and the names "Vikron" including all deposits, progress payments, and "Vikron Magnetic Heads" and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any credits of the foregoing and all intangibles appurtenant theretoBusiness, which are as set forth on Schedule 1.F.1; ii. The purchase orders listed on Schedule 1.1.4 (the "Proprietary Rights"). 1.1.5 All files and correspondence pertaining 1.F.2 placed by Seller prior to customers, prospects and suppliers, and all other documents, materials and supplies related to the Business (the "Business Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are in connection with the Business that have not been completely performed before the Closing Date, covering Seller's purchase of inventory, supplies, or materials in the ordinary course of business; and iii. The leases of personal property and other agreements listed on in Schedule 1.1.7 (the "Accounts Receivable"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.1.F.

Assets Purchased. Upon Seller agrees to sell to Purchaser and Purchaser agrees to purchase from Seller, on the terms and subject to the conditions of set forth in this Agreement, Purchaser shall purchasethe Seller's entire right, title and Seller shall sellinterest in, assignto and under the Business, transfer and convey to Purchaser at the Closing (as defined in Section 9 hereof)a going concern, all of the following assets owned or used by the Seller in connection with or arising out of the Business of every type and description, tangible and intangible intangible, wherever located and whether or not reflected on the books and records of the Seller (all of the assets, properties, licenses, rights and rights (collectively, business being hereinafter sometimes collectively referred to as the "Assets"), free and clear of all liensincluding, claimsbut not limited to, (i) All equipment relating to the Business, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, tools, trade fixtures, and other tangible property of Seller (except real property and inventory), listed on Schedule 1.1.1 hereof (including the "Fixed Assets"), and any and all assignable warranties of third parties covering the Fixed Assets. 1.1.2 All inventory, work in progress, stock in trade, finished goods and raw materials and supplies of Seller as of the Closing Date (the "Inventory"). 1.1.3 All rights of Seller under all customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, personal property leases, purchase orders and barter arrangements, which are equipment set forth on Schedule 1.1.3 attached hereto Exhibit A; (ii) All inventory relating to the "Assumed Contracts").Business, including the inventory set forth on Exhibit A; 1.1.4 (iii) All service marksaccounts and notes receivable relating to the Business, copyrightsincluding the accounts receivable set forth on Exhibit A; (iv) All real property of the Business; (v) All leasehold interests on real or personal property; (vi) All proprietary information of the Business; (vii) The benefit of all contracts, brand namesunfulfilled or outstanding purchase orders, trade namessales contracts, know-howlabor and employee benefit plans, symbolsagency agreements, inventionspricing agreements, programs, trade secrets, logos other commitments and telephone numbers related engagements to or connected which the Seller is entitled on the Effective Date (herein defined) and that relate to the Business; and (viii) Any goodwill associated with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "Vikron" and "Vikron Magnetic Heads" and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, which are listed on Schedule 1.1.4 (the "Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, and all other documents, materials and supplies related to the Business (the "Business Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are listed on Schedule 1.1.7 (the "Accounts Receivable"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.

Assets Purchased. Upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase, and Seller shall sell, assign, transfer and convey to Purchaser at the Closing (as defined in Section 9 hereof), all of the following tangible and intangible assets, properties, licenses, and rights (collectively, collectively the "Assets"), free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, leasehold improvements, tools, trade fixtures, and other tangible property of Seller (except real whether such property and inventoryconstitutes real, personal or mixed property), listed on Schedule 1.1.1 hereof (the "Fixed Assets"), and any and all assignable warranties of third parties covering the Fixed Assets. 1.1.2 All inventory, work in progress, and stock in trade, finished goods and raw materials and supplies trade of Seller as of the Closing Date (the "Inventory")Date. 1.1.3 All rights of Seller under all accounts receivable, customer sales/purchase orders for Seller's products, distributor agreements, supply and maintenance contracts, license agreements, personal property leasesleases (and the remaining term under the Lease (as defined in Section 1.3.2 below)), purchase orders and barter arrangements, which are and the rights of Seller to all prepaid expenses and benefits under the foregoing, as set forth on in Schedule 1.1.3 attached hereto (the "Assumed Contracts")hereto. 1.1.4 All service marks, patents, trademarks, copyrights, designs, brand names, trade names, know-how, processes, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "VikronMEC" and "Vikron Magnetic HeadsMag-Head Engineering Company," and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, which are and all rights and properties listed on Schedule 1.1.4 (the "Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, including, without limitation, customer service, sales, manufacturing and warranty files and records, and all other documents, materials and supplies related to the Business (the "Business Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are listed on Schedule 1.1.7 (the "Accounts Receivable"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.

Assets Purchased. Upon Subject to and upon the terms and subject to the conditions of set forth in this Agreement, and except as provided in Section 2.2 hereof, Seller hereby sells, transfers, assigns, conveys and delivers to Purchaser shall purchasefree and clear of all Encumbrances, other than the Permitted Encumbrances, and Seller shall sell, assign, transfer Purchaser accepts and convey to Purchaser at the Closing (as defined in Section 9 hereof)acquires from Seller, all right, title and interest of the Seller and its Affiliates in the following properties, assets, and rights of every nature, kind and description, tangible and intangible assets(including goodwill), propertieswhether real, licensespersonal or mixed, and rights whether accrued, contingent or otherwise (collectively, the "Purchased Assets")): (a) all tangible personal property located at the Facility or primarily related to or primarily used or held for use in connection with the Acquired Business including, free and clear of all liensbut not limited to, claims(i) fixed assets, optionsmachinery, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinerymachine tools, tools, tooling, parts, dies, molds, furniture, fixtures, toolsfurnishings, trade fixturesoffice equipment, computers, leasehold improvements and vehicles and similar property (including, but not limited to, any of the foregoing purchased subject to any conditional sales or title retention agreement in favor of any other tangible property of Seller (except real property and inventory), listed on Schedule 1.1.1 hereof (the "Fixed Assets"Person), and any and (ii) all assignable warranties inventories of third parties covering the Fixed Assets. 1.1.2 All inventoryraw materials, stores, work in progressprocess, stock and finished goods, component parts, parts and supplies; (b) all rights in tradeand to products sold or leased by the Acquired Business (including, finished but not limited to, products hereafter returned or repossessed and unpaid sellers' rights of rescission, replevin, reclamation and rights to stoppage in transition); (c) all rights under the Subject Contracts, including, without limitation, any right to receive payment for products sold or services rendered (including all rebate payments to the extent such rebate is received by Seller or the Acquired Business in connection with raw material inventory being purchased by Purchaser from Seller hereunder), and to receive goods and raw materials services, pursuant to such Subject Contracts and supplies to assert claims and take other rightful actions with respect of Seller as breaches, defaults and other violations of such Subject Contracts; (d) all credits, prepaid expenses, deferred charges, advance payments security deposits and prepaid items relating to, or held for use primarily for, the Closing Date Acquired Business; (e) all accounts receivable and other rights to receive payments from other Persons relating to the Acquired Business; (f) the Facility and all licenses, permits, approvals and qualifications relating to the Facility; (g) the "Inventory").Traex" name; 1.1.3 All (h) all Intellectual Property, and all rights of Seller under thereunder or in respect thereof owned by Traex, and all customer sales/purchase orders for Seller's productsIntellectual Property, distributor agreementsand all rights thereunder or in respect thereof, supply and maintenance contracts, license agreements, personal property leases, purchase orders and barter arrangements, which are set forth on Schedule 1.1.3 attached hereto (the "Assumed Contracts"). 1.1.4 All service marks, copyrights, brand names, trade names, know-how, symbols, inventions, programs, trade secrets, logos and telephone numbers primarily related to or connected primarily used or held for use in connection with the Acquired Business, including, but not limited to, rights to sue for and remedies against past, present and future infringements thxxxof, and rights of priority and protection of interests therein under any Law and all tangible embodiments thereof, including, without limitation, the product catalogues used or distributed by Seller in connection Intellectual Property set forth on Schedule 2.1(h) hereof; (i) all warranties, indemnities and similar rights with the Business and the names "Vikron" and "Vikron Magnetic Heads" and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of respect to any of the foregoing Purchased Assets; (j) all permits; rights to royalty payments; telephone, telex and all intangibles appurtenant theretotelephone facsimile numbers and other directory listings; and any claims, which are listed on Schedule 1.1.4 (the "Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customersaction, prospects and supplierslawsuit, and all other documents, materials and supplies related judgment or causes of action against third parties relating to the Business Purchased Assets or the Acquired Business; (the "Business k) all Books and Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments and chattel paper of Seller outstanding on the Closing Date which are listed on Schedule 1.1.7 (the "Accounts Receivable"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.;

Assets Purchased. Upon the terms and subject Purchaser hereby agrees to the conditions of this Agreement, Purchaser shall purchase, purchase from Seller and Seller shall sell, assign, transfer and convey hereby agrees to sell to Purchaser at the Closing Assets. The Assets include, but are not limited to, the following: (as defined in Section 9 hereof), a) substantially all of the following tangible and intangible assets, properties, licenses, and rights (collectively, the "Assets"), free and clear of all liens, claims, options, rights of third parties and encumbrances, whether contingent or otherwise: 1.1.1 All equipment, machinery, furniture, fixtures, tools, trade fixtures, and other tangible property of Seller (except real property and inventory), listed on Schedule 1.1.1 hereof (the "Fixed Assets"), and any and all assignable warranties of third parties covering the Fixed Assets. 1.1.2 All inventory, work in progress, stock in trade, finished goods and raw materials and supplies of Seller as of the Closing Date (the "Inventory"). 1.1.3 All rights of Seller under all customer sales/purchase orders for Seller's productscash, distributor agreements, supply and maintenance contracts, license agreements, personal property leases, purchase orders and barter arrangements, which are set forth on Schedule 1.1.3 attached hereto (the "Assumed Contracts"). 1.1.4 All service marks, copyrights, brand names, trade names, know-how, symbols, inventions, programs, trade secrets, logos and telephone numbers related to or connected with the Business, including, without limitation, the product catalogues used or distributed by Seller in connection with the Business and the names "Vikron" and "Vikron Magnetic Heads" and all derivations thereof, all lists of suppliers, customers and prospects, all Federal and state applications for protection or registration of any of the foregoing and all intangibles appurtenant thereto, which are listed on Schedule 1.1.4 (the "Proprietary Rights"). 1.1.5 All files and correspondence pertaining to customers, prospects and suppliers, and all other documents, materials and supplies related to the Business (the "Business Records"). 1.1.6 All vehicles listed on Schedule 1.1.6 (the "Vehicles"). 1.1.7 All accounts receivable, notes receivable, negotiable instruments deposits, prepaid expenses, inventories and chattel paper intangible properties; (b) the tangible assets of Seller, including equipment, fixed assets, furniture, materials and supplies; (c) saleable, usable and merchantable inventory as selected and determined by the Purchaser in its discretion; (d) leasehold or tenant improvements; (e) customer lists and customer sales files; (f) all contract rights, causes of action, claims, refunds and demands of whatever nature, including rights to returned or repossessed goods and rights as unpaid vendor arising out of the Business; (g) all books and records relating to the Business and Seller outstanding on (except minute books and stock record books); (h) all intellectual property owned by, or licensed by, Seller, including all patents, patent applications, know-how and un-patented ideas, trade secrets, trademarks and service marks (including registrations and applications therefore), trade names (including the Closing Date which are listed on Schedule 1.1.7 name "Quality Botanical Ingredients, Inc.", and all variants thereof), copyrights, and other intangible proprietary rights recognized under applicable law; and (i) substantially all of Seller's intangibles and goodwill. At Closing, Seller will deliver to Purchaser a bill of sale for the Assets, substantially in the form of Exhibit A (xxx "Accounts ReceivableGeneral Assignment and Bill --------- of Sale"). 1.1.8 All cash on hand and in financial institutions, cash equivalents (including letters of credit issued by customers of Seller) and investments, including any such cash, cash equivalents or investments held in Northland's accounts but allocated to or otherwise held for the benefit of Seller (the "Cash"). 1.1.9 All prepaid advertising.