Common use of Assets Purchased Clause in Contracts

Assets Purchased. The Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller, on the terms and conditions set forth in this Agreement, the following assets (the “Assets”): (a) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.1(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, and finished goods inventory owned by the Seller, together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of in the ordinary course of the Business; (c) All the Seller’s rights under Contracts listed on Schedule 7.6; (d) All the Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) The Seller’s name and goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of the Seller as listed on Schedule 7.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller or coming into existence on or before the Closing Date; (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the Business, including without limitation all such items listed on Schedule 1.1(g) and all such items granted or received on or before the Closing Date; (h) All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.1(h) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date; (i) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such items listed on Schedule 1.1(i) and all such items arising or acquired on or before the Closing Date; (j) All prepaid and deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the Business and all other such items reflected on the Financial Statements described in Section 7.3; (k) All correspondence, engineering, and plant records, and other similar documents and records; and (l) All assignable rights, if any, to all telephone lines and numbers used in the conduct of the Business, including without limitation those listed on Schedule 1.1(l).

Assets Purchased. The Seller agrees At the Closing, Sellers agree to sell sell, transfer, convey, assign and deliver to the Buyer and the Buyer agrees to purchase from the Sellerand acquire, on according to the terms and conditions set forth in of this Agreement, free and clear of all Liens (except Permitted Encumbrances), all of the following assets Business and all of the assets, goodwill and properties, whether real or personal, tangible or intangible, owned by the Sellers and used by the Sellers in the Business on the Closing Date, other than the Excluded Assets (collectively, the "Purchased Assets"), including, without limitation, the following: (i) all personal property leases (and the leasehold interests created thereby) listed on Schedule 2.1(a)(i) hereto (the “Assets”): "Personal Property Leases") and the real property lease (aand the leasehold interest created thereby) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.1(a)2.1(a)(i) hereto (the "Real Property Lease") and all leasehold improvements and structures on the real property leased thereby, together with any replacements or additions except, in each case, to the equipment made before the Closingextent such leases do not constitute Transferred Rights, Obligations and Agreements (as defined below); (bii) All inventories all contracts of the Business, including, without limitation, customer contracts, customer orders and backlog relating to the Business, royalty and license agreements and rights, purchase agreements, rights to use technology owned by others, any non-competition, non-solicitation or non-interference or similar agreements in favor of either of the Sellers, and certain other agreements listed on Schedule 2.1(a)(ii) (collectively, the "Contracts"), except to the extent any such Contracts do not constitute Transferred Rights, Obligations and Agreements; (iii) all prepaid expenses and deposits of the Business; (iv) all accounts receivable or trade receivables of the Business or other rights to receive payment for goods or services provided by the Business as of the Closing Date (the "Closing Date Receivables"); (v) all inventory of supplies, raw materials, component parts, work-in-progress and finished goods inventory of the Business on hand (the "Inventory"); (vi) all machinery, equipment, spare parts, fittings, supplies, transportation equipment, vehicles, motor vehicles, tools, tooling, dies, molds, furniture, fixtures and other tangible personal property owned by Sellers and used in the Business. (vii) all computer hardware and software owned by the Seller, together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of Sellers and used in the ordinary course Business (the "Computer Hardware and Software"); (viii) all goodwill of the Business; (cix) All the Seller’s rights under Contracts listed on Schedule 7.6Know-How; (dx) All the Seller’s rights under purchase ordersIntellectual Property Rights and all business names, including those entered into in all of Sellers' right to use the ordinary course of business before the Closing; (e) The Seller’s name and goodwill; (f) All patentsnames "Greexxxxx Xxxustries, trademarksInc.", trade names"Greexxxxx Xxxellicard, copyrights, service marks, and domain names of the Seller as listed on Schedule 7.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller Inc." or coming into existence on or before the Closing Date; (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the Business, including without limitation all such items listed on Schedule 1.1(g) and all such items granted or received on or before the Closing Date; (h) All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.1(h) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date; (i) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such items listed on Schedule 1.1(i) and all such items arising or acquired on or before the Closing Date; (j) All prepaid and deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the Business and all other such items reflected on the Financial Statements described in Section 7.3; (k) All correspondence, engineering, and plant records, and other similar documents and records; and (l) All assignable rights, if any, to all telephone lines and numbers used derivations thereof in the conduct of the Business, and other intangible assets owned by Sellers and used in or relating to the Business, including, without limitation: all choses in action, claims, rights, benefits and defenses of either of the Sellers; all rights of either of the Sellers in telephone listings and numbers, post office boxes and cable, website, telex and similar agreements; all of either Seller's website addresses and e-mail addresses; and the benefit of all warranties and guaranties of manufacturers, contractors, suppliers, sellers and others which relate to any of Sellers' assets; (xi) all operating data, books and records of Sellers with respect to the Business, including without limitation customer lists and information relating to past, present and prospective customers of either of the Sellers and all related sales and credit records, and all lists of past and present suppliers to the Business; (xii) all rights, licenses, permits, and other operating agreements with respect to the Sellers' right to provide services of the Business or for which either Seller is the licensee, including those listed set forth on Schedule 1.1(l2.1(a)(xii) attached hereto (the "Licenses and Permits") to the extent assignment to the Buyer is permitted by law or contract; (xiii) the real property owned by Industries located in Chester, Connecticut, together with the buildings, improvements and fixtures thereon and easements, licenses, rights of way and appurtenant rights thereto, as more particularly described on Schedule 2.1(a)(xiii) (the "Property"); and (xiv) all other assets (other than Excluded Assets), whether tangible or intangible that are owned by Sellers and used in the Business (the "Other Assets").

Assets Purchased. The Seller agrees Subject to sell to the Buyer and the Buyer agrees to purchase from the Seller, on the terms and conditions set forth in this Agreement, the Seller hereby sells to the Buyer and the Buyer hereby purchases from the Seller the following assets (the “Assets”): (a) All of OMS’s equipment, tools, furniture, and fixtures listed on attached Schedule 1.1(a), together with any replacements or additions to the equipment made before the Closingequipment; (b) All of OMS’s inventories of supplies, raw materials, parts, and finished goods inventory owned by the Seller, together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of in the ordinary course of the Businessinventories; (c) All the Sellerof OMS’s rights under Contracts listed the lease agreement on Schedule 7.6OMS’s premises; (d) Leasehold improvements installed by the Seller on OMS’s premises; (e) All the Sellerof OMS’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) The Seller’s name and goodwill; (f) All patentsThe Seller’s rights to the name, goodwill, and other intangibles solely related to OMS; (g) As they relate solely to the operation of OMS, all trademarks, trade names, copyrights, service marks, copyrights and domain names of the Seller as listed on Schedule 7.129.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the SellerSeller solely related to OMS, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items items. Additionally, access to servers, hardware and all such items acquired network applications will not be withheld for a reasonable period of time to be mutually agreed upon after the Closing. Any third party costs incurred to either access or transfer information to Buyer will be paid by the Seller or coming into existence on or before the Closing Date;Buyer. (gh) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the Business, including without limitation all such items listed on Schedule 1.1(g) and all such items granted or received on or before the Closing Date; (h) All accounts receivable and other receivables business of the Seller, including without limitation all receivables listed on Schedule 1.1(h) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing DateOMS; (i) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such items listed on Schedule 1.1(i) and all such items arising or acquired on or before the Closing DateSeller relating solely to OMS; (j) All prepaid and deferred items of the SellerSeller relating solely to OMS, other than prepaid rent, deposits, insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the Business and all other such items reflected on the Financial Statements described in Section 7.3; (k) All of OMS’s correspondence, engineering, and plant records, and other similar documents and records; and, but excluding any attorney-client privileged correspondence related to the transaction under this Agreement; (l) All assignable rights, if any, to all telephone lines and numbers used in the conduct of the Businessbusiness of the OMS, including without limitation those listed on Schedule 1.1(l); and (m) Pxxxx cash of $250 on hand at OMS.

Assets Purchased. The At the Closing, Seller agrees shall sell, assign, convey, transfer, set over, and deliver to sell to Buyer all of the Buyer assets, rights, and the Buyer agrees to purchase from the Sellerinterests of every conceivable kind or character whatsoever, whether tangible or intangible, that on the terms and conditions set forth Closing Date are owned by Seller or in this Agreementwhich Seller has an interest of any kind except for Excluded Assets listed under Section 2. These include, without limitation, the following Purchased Assets: a. All furniture, fixtures and equipment, fixed assets and all other items of tangible personal property, in each case wherever located and whether or not capitalized on Seller's books, including but not limited to, the property set forth on Schedule 1A attached hereto (the “Assets”):"Personal Property"). (a) b. All equipmentgood and saleable inventory of any kind, toolscharacter, furniturenature or description, and fixtures listed on attached Schedule 1.1(a)wherever located including all finished goods, together with any replacements or additions to the equipment made before the Closing; (b) All inventories of work-in-process, supplies, raw materials, parts, scraps, containers and finished goods packaging materials and including any consigned inventory owned (the "Inventory"). c. All accounts, chattel paper, documents, and instruments, including all accrued interest receivable and also any security Seller holds for the payment thereof generated by the Business (the "Receivables") and all of Seller's general intangibles in connection with the Business and, together with any replacements or additions to the inventories made 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 Liabilities), claims for collection or indemnity, claims in bankruptcy, and chooses in action. d. All Seller's right, title, benefit, and interest in and to inventions, discoveries, improvements, designs, trade secrets, trade names, trademarks, process sheets, specifications, bills of material, formulae and secret and confidential processes, know-how and technology, used in the Business (the "Intellectual Property") as listed on Schedule 11.AA. e. Four (4) tracts or parcels of improved land containing 621 acres more or less located at 3122 Elk Creek Parkway, Independence, Virginia, legally xxxxxxxxx xx Xxxxxxxx 0X xxxxxxxx xxxxxx (xxx "Xxxx Estate"); f. The full benefit of: i. Any and all purchase orders placed with and accepted by Seller on or before the ClosingClosing Date in connection with the Business that have not been completely performed or filled before the Closing Date, but excluding inventory disposed 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 including all deposits, progress payments, and credits of the Business, as set forth on Schedule 1.F.1; ii. The purchase orders listed on Schedule 1.F.2 placed by Seller prior to the Closing Date 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 the Business; (c) All the Seller’s rights under Contracts listed on Schedule 7.6; (d) All the Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (e) The Seller’s name and goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of the Seller as listed on Schedule 7.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller or coming into existence on or before the Closing Date; (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the Business, including without limitation all such items listed on Schedule 1.1(g) and all such items granted or received on or before the Closing Date; (h) All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.1(h) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date; (i) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such items listed on Schedule 1.1(i) and all such items arising or acquired on or before the Closing Date; (j) All prepaid and deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the Business and all other such items reflected on the Financial Statements described in Section 7.3; (k) All correspondence, engineering, and plant records, and other similar documents and recordsbusiness; and (l) All assignable rights, if any, to all telephone lines iii. The leases of personal property and numbers used other agreements listed in the conduct of the Business, including without limitation those listed on Schedule 1.1(l).1.F.

Assets Purchased. The Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller, on the terms and conditions set forth in this Agreement, Seller the following assets (the “"Assets”"): (a) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.1(a1.01(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, and finished goods inventory owned by the Seller, together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of in the ordinary course of the BusinessSeller's business; (c) All the Seller’s 's rights under Contracts listed on Schedule 7.68.07; (d) Leasehold improvements installed by the Seller on the premises that are the subject of the lease agreement identified in item _____ on Schedule 1.01(d); (e) All the Seller’s 's rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (ef) The Seller’s 's name and goodwill; (fg) All patents, trademarks, trade names, copyrights, service marks, and domain names of the Seller as listed on Schedule 7.128.13, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller or coming into existence on or before the Closing Date; (gh) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the Businessbusiness of the Seller, including without limitation all such items listed on Schedule 1.1(g1.01(h) and all such items granted or received on or before the Closing Date; (hi) All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.1(h1.01(i) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date; (ij) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such items listed on Schedule 1.1(i1.01(j) and all such items arising or acquired on or before the Closing Date; (jk) All prepaid and deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the Business business of the Seller and all other such items reflected on the Financial Statements described in Section 7.38.04; (k) All correspondence, engineering, and plant records, and other similar documents and records; and (l) All assignable rights, if any, to all telephone lines and numbers used in the conduct of the Businessbusiness of the Seller, including without limitation those listed on Schedule 1.1(l1.01(m).

Assets Purchased. The At the Closing, Seller agrees shall sell, assign, convey, transfer and deliver to sell to Buyer all of Seller's and Division's property and assets, tangible, intangible and intellectual property used solely in the Buyer and operation of the Buyer agrees to purchase from Business (collectively the Seller"Purchased Assets"), on the terms and conditions including without limitation (except as set forth in this AgreementSection 1.9 below) the following: 1.1 All machinery, the following assets (the “Assets”): (a) All equipment, motor vehicles, component parts, tools, furnituredrawings, plans, specifications, office equipment, furniture and fixtures, supplies, computer hardware and software, prepaid expenses and other prepaid assets, and fixtures listed personal property of Division including, but not limited to, those items described on Schedule 1.1 attached hereto (the "Personal Property"). 1.2 All inventory, including, but not limited to, raw material, work-in-process, finished goods and parts inventory described on Schedule 1.1(a1.2 attached hereto (the "Inventory"). 1.3 All contracts, together with customer orders, purchase orders, leases and agreements (including any replacements or additions permits, licenses, and insurance policies which relate to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, and finished goods inventory owned by the Seller, together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of in the ordinary course operation of the Business; (c) All Business or the Seller’s rights under Contracts Purchased Assets and which are agreed to be assumed by Buyer, as specifically listed on Schedule 7.6;1.3 attached hereto (the "Assigned Contracts")). 1.4 All business records which pertain directly or indirectly to customers, suppliers, advertising, promotional materials, sales, service, delivery, internal organization, or operations (d) All the Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing;"Records"). (e) The Seller’s name and goodwill; (f) 1.5 All patents, trademarks, trade names, trademarks and copyrights, service marks, and domain names of the Seller as listed on Schedule 7.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventionssecret and confidential information, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprintsinventions and improvements, know-how, formulaeand any rights associated therewith, slogansincluding, processesbut not limited to, those items described in Schedule 1.5 attached hereto (the "Intellectual Property"). 1.6 The Business conducted by Seller through Division on the Closing Date as a going concern, including any and all goodwill connected therewith, telephone and FAX numbers, and operating rights Seller's right to use the name "General Neon" and all other similar items related names and derivations thereof (the "Intangibles"). 1.7 All cash on hand or on deposit ("Cash"), any interest bearing obligations and all such items acquired by accounts ("Accounts") or notes receivable less than 90 days old ("Notes"). 1.8 The leasehold interest of Seller in and to certain Leases dated August 14, 1984 and March 12, 1986, respectively, between Anvil Construction Co. and Seller for the Philadelphia, Pennsylvania location, and, between Newington Joint Venture and Seller or coming into existence on or before for the Closing Date; (g) To the extent transferableNewington, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, ordersVirginia location, and all leasehold improvements, licenses and privileges pertaining thereto ("the Real Property"). 1.9 Notwithstanding any other registrations of any federalprovisions contained herein, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the Business, including without limitation all such items those assets listed on Schedule 1.1(g1.9 (the "Excluded Assets") and all such items granted or received on or before are specifically excluded from the Closing Date;Purchased Assets. (ha) All accounts receivable and other receivables For a period of one year following the Closing, or such shorter period as Seller shall designate, Buyer shall collect for the account of the Seller, including without limitation all receivables listed on Schedule 1.1(h) and all receivables arising on or before the Accounts more than 90 days past the date of the invoice outstanding as of the Closing DateDate (the "Aged Accounts"). At the Closing, other than Buyer and Seller shall produce a schedule of the Aged Accounts. Buyer's efforts to collect the extent that those receivables have been collected by Aged Accounts shall be undertaken in good faith and in a manner consistent with the Seller in the ordinary course normal and customary practices and procedures of business before the Closing Date;Division prior to Closing. Buyer shall apply payments received from customers as follows: (i) All choses Upon receipt of payment from a customer following the Closing in actionwhich the customer has identified, causes referenced or otherwise specified the statement(s) or invoice(s) for which the payment is being made, Buyer will apply the payments in the manner specified by the customer. (ii) In the event that a customer which has an Aged Account outstanding is sold products on a C.O.D. basis following the Closing, Buyer shall require that such customer remit upon delivery of actionsuch products an amount equal to 10% of the invoice total which added amount shall be applied against the Aged Accounts of the customer in the manner described elsewhere in this Section 1.10. The remainder of the payment received shall be retained by Buyer. (iii) In the event a customer who remits a payment to Buyer following the Closing does not identify, rights reference or otherwise specify the statement(s) or invoice(s) for which the payment is being made, 90% of recovery such payment shall be applied to Accounts less than 90 days past the date of invoice as of the Closing Date and setoff10% of such payment shall be applied to the Aged Accounts (in each case to the oldest invoice first, warranty rightsunless such invoice is in dispute, in which case the payment shall be applied to the next oldest undisputed invoice). (b) Seller shall have the right to file liens and take any other actions Seller deems reasonable in regard to collections of Aged Accounts following the Closing, provided that Seller shall notify Buyer of its intention to take such actions prior to initiating them. (c) In connection with its obligations under this Section 1.10, Buyer shall not be permitted without Seller's consent, to make any concessions or give any credit or discount in respect of the Aged Accounts. Buyer shall not be obligated to commence any litigation or collection proceedings with respect to any Aged Account. (d) Buyer will provide a monthly accounting of the collection of all Aged Accounts collected following the Closing and forward seventy-five percent (75%) of the proceeds received in payment of the Aged Accounts to Seller on a monthly basis. Buyer shall be entitled to retain the remaining twenty-five percent (25%) of any and all such collections. Seller shall have the right at any time following the Closing to conduct an audit of the collection of the Aged Accounts. Buyer shall make available for Seller any and all correspondence from customers, and other similar rights work papers, books and records deemed necessary by Seller for the purpose of conducting such audit(s). (e) At any time following the Closing designated by Seller, including without limitation all Buyer agrees to forward to those parties having Aged Accounts a letter notifying them that amounts owed by such items listed on Schedule 1.1(i) partes pursuant to the Aged Accounts are owned by Seller and all such items arising or acquired on or before should thereafter be remitted directly to Seller in accordance with Seller's directions. Such correspondence shall be subject to the prior review and approval by Seller. All Schedules shall be updated by Seller as of the Closing Date; (j) All prepaid and deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the Business and all other such items reflected on the Financial Statements described in Section 7.3; (k) All correspondence, engineering, and plant records, and other similar documents and records; and (l) All assignable rights, if any, to all telephone lines and numbers used in the conduct of the Business, including without limitation those listed on Schedule 1.1(l).

Assets Purchased. The Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller, on the terms and conditions set forth in this Agreement, the following assets (the “Assets”): (a) All equipmentequipment (including 3 locomotives), tools, furniture, and fixtures held by Seller and currently used for the conduct of the Business, including without limitation all such items listed on attached Schedule 1.1(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, and finished goods inventory owned by the SellerSeller and currently used for the conduct of the Business, including without limitation all such items listed on attached Schedule 1.1(b), together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of in the ordinary course of the BusinessSeller’s business; (c) All the Seller’s rights under Contracts held by Seller and currently used for the conduct of the Business, including without limitation all such items listed on Schedule 7.69.6; (d) All the Seller’s rights under purchase ordersorders held by Seller and currently used for the conduct of the Business, including those entered into in the ordinary course of business before the Closing, including such items listed on Schedule 1.1(d); (e) The Seller’s name business and goodwill; (f) All patents, trademarks, trade names, copyrights, service marks, and domain names of the Seller as held by the Seller and currently used for the conduct of the Business, including without limitation all such items listed on Schedule 7.129.12, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller or coming into existence on or before the Closing Date; (g) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the BusinessBusiness , including without limitation all such items listed on Schedule 1.1(g) and all such items granted or received on or before the Closing Date; (h) All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.1(h) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date; (i) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such items listed on Schedule 1.1(i) and all such items arising or acquired on or before the Closing Date; (j) All prepaid and deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid insurance, taxes, rent and unbilled charges and deposits relating to the Business and all other such items reflected on the Financial Statements described in Section 7.39.3; (k) All correspondence, engineering, and plant records, and other similar documents and records; andrecords relating to the Business; (l) All assignable rights, if any, to all telephone lines and numbers currently used in the conduct of the Business, including without limitation those listed on Schedule 1.1(l); and (m) All Real Property (as defined in Section 9.11.1 below) as listed on Schedule 9.11.1, Tangible Personal Property (as defined in Section 9.12.1) listed on Schedule 9.11.2, all Real Property Improvements (as defined in Section 9.11.3) and all Operating Assets (as defined in Section 9.11.4).

Assets Purchased. The Subject to the terms and conditions set forth in this Agreement, the Seller agrees to sell to the Buyer and the Buyer agrees to purchase from the Seller, on the terms and conditions set forth in this Agreement, Seller the following assets (the “Assets”):), which shall exclude all cash held by Seller on the Closing Date: (a) All equipment, tools, furniture, and fixtures listed on attached Schedule 1.1(a1.02(a), together with any replacements or additions to the equipment made before the Closing; (b) All inventories of supplies, raw materials, parts, and finished goods inventory owned by the Seller, together with any replacements or additions to the inventories made before the Closing, but excluding inventory disposed of in the ordinary course of the BusinessSeller’s business; (c) All the Seller’s rights under Contracts listed on Schedule 7.68.07, if applicable. (d) Leasehold interests and leasehold improvements installed by the Seller on the premises that are the subject of the lease agreement identified in Schedule 1.01(d); (de) All the Seller’s rights under purchase orders, including those entered into in the ordinary course of business before the Closing; (ef) The Seller’s name d/b/a tradename “Leaf Detective” and goodwill; (fg) All patents, trademarks, trade names, copyrights, service marks, and domain names of the Seller as listed on Schedule 7.12Seller, all registrations for them, all applications pending for them, and all other proprietary rights and intangible property of the Seller, including trade secrets, inventions, technology, software, operating systems, customer lists, customer relationships, customer agreements, customer understandings, drawings, blueprints, know-how, formulae, slogans, processes, and operating rights and all other similar items and all such items acquired by the Seller or coming into existence on or before the Closing Date; (gh) To the extent transferable, all approvals, authorizations, consents, licenses, permits, franchises, tariffs, orders, and other registrations of any federal, state, or local court or other governmental department, commission, board, bureau, agency, or instrumentality held by the Seller and required or appropriate for the conduct of the Businessbusiness of the Seller, including without limitation all such items listed on Schedule 1.1(g1.01(h) and all such items granted or received on or before the Closing Date; (h) All accounts receivable and other receivables of the Seller, including without limitation all receivables listed on Schedule 1.1(h) and all receivables arising on or before the Closing Date, other than to the extent that those receivables have been collected by the Seller in the ordinary course of business before the Closing Date; (i) All choses in action, causes of action, rights of recovery and setoff, warranty rights, and other similar rights of the Seller, including without limitation all such items listed on Schedule 1.1(i1.01(j) and all such items arising or acquired on or before the Closing Date; (j) All prepaid and deferred items of the Seller, other than prepaid insurance and taxes, but including without limitation prepaid rent and unbilled charges and deposits relating to the Business business of the Seller and all other such items reflected on the Financial Statements described in Section 7.38.04; (k) All correspondence, engineering, and plant records, and other similar documents and records; and (l) All assignable rights, if any, to all telephone lines and numbers used in the conduct of the Businessbusiness of the Seller, including without limitation those listed on Schedule 1.1(l1.01(m).