Common use of ASSETS TO BE ACQUIRED Clause in Contracts

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth herein, PRGI agrees to purchase from Seller, and Seller agrees to sell to PRGI, except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, the following (collectively, the "Purchased Assets"): (a) all of the Fixed Assets; (b) all of Seller's interest in and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts"); (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the Closing; (d) all of Seller's interest in and rights and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases"); (e) all Intellectual Property Rights; (f) all Licenses and Permits; (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers to the extent assignable; and (j) all of Seller's right, title and interest in and to all other tangible personal property relating to the Business.

ASSETS TO BE ACQUIRED. Subject to and upon Upon the terms and subject to the satisfaction of the conditions set forth herein, PRGI agrees at the Closing, subject to purchase from SellerSection 2.2, Seller shall contribute, convey, assign, transfer and deliver to Retail Sub, and Seller agrees to sell to PRGI, except as provided in Section 1.2 hereofRetail Sub shall acquire and accept, all right, title and interest of Seller in and to all of the tangible properties, assets and intangible assets of other rights (other than the Excluded Assets) owned or leased by, or licensed to, Seller on the Closing Date and used primarily in, or held for use by Seller in necessary to the conduct of operation of, the Business as currently conducted (the "Assets"). Without limiting the generality of the Closing Date foregoing, subject to Section 2.2, the Assets shall include the following: (as hereinafter defined)a) the Real Property, which are described in this Section 1.1 with reference to capitalized terms whichincluding all land, if not otherwise defined hereinleaseholds, have the meaning assigned to such capitalized terms easements and other interests in the RCI AgreementReal Property, free and clear of all claimsthe buildings, liens, encumbrances, security interests fixtures and similar interests of any kind or nature whatsoever, including, without limitation, the following improvements thereon (collectively, the "Purchased AssetsPremises"): (a) all of the Fixed Assets); (b) all inventory, equipment, machinery, vehicles, furniture, fixtures, trade fixtures, leasehold improvements, pumps, office materials and supplies, management information systems, spare parts and other tangible personal property of Seller's interest in every kind and rights description owned by Seller and benefits owing to Seller under those Contracts which PRGI specifically agrees to assumelocated on any of the Premises or used primarily in, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule or necessary to the Assignment and Assumption Agreement (as hereinafter defined) (collectivelyoperation of, the "Assigned Contracts"Business as currently conducted (including those identified in Schedule 3.9(b); (c) all Accounts Receivable outstanding as of to the Closing extent assignable under the terms thereof or applicable Law, (I) the Franchise Contracts and all Unbilled Claims other contracts identified on Schedule 2.1(c) and Work in Progress (II) all other contracts, licenses, leases, purchase orders, sales orders, invoices, commitments and other agreements (other than employment, change of control and retention agreements) entered into prior to, on or after the date hereof by Seller which are primarily related to the Business as of currently conducted which, if entered into prior to the Closingdate hereof, would not have been required to be disclosed on the Schedule 3.16 (collectively, the "Assumed Contracts"); (d) all of Seller's interest rights in and rights to all copyrights, trademarks, patents, trade names, logos and benefits accruing to other similar intangible assets owned or licensed by Seller as lessee under those Leases (or in which PRGI specifically agrees to assumeSeller otherwise has an interest) and used primarily in, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule or necessary to the Assignment and Assumption Agreement (collectivelyoperation of, the "Assigned Leases"Business as currently conducted, including the registered trademarks, trade names and logos set forth in Schedule 2.1(d); (e) all Intellectual Property Rightsfiles, books and other records (including invoices, lists, supplies, correspondence, memoranda, plats, architectural plans, surveys, title insurance policies, final working drawings, plans and specifications, shop drawings, change orders, environmental reports, maintenance records, soil tests and engineering reports, creative materials, advertising and promotional materials, studies, reports and other printed or written materials) of Seller relating primarily to the Business, other than duplicate copies thereof, if any, that are maintained at the Corporate Offices of Seller or any of its Affiliates for tax, accounting and other purposes; (f) all Licenses of Seller's goodwill in, and Permitsgoing concern value of, the Business; (g) all Deposits accounts, notes and Other Rightsaccounts receivable of the Business; (h) all prepaid expenses to the extent relating to the Business and any Claims (as defined below) to the extent relating thereto (including any deposits, letters of Seller's customer and supplier listscredit, all client files, all files related to Employees and Associates, all computer data bases bonds and other records, other than Seller's corporate minute books and stock recordsforms of guaranty or security posted or deposited by Seller with respect to any License ("Deposits")); (i) all of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers to the extent assignable; andtransferable under applicable Law, all franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained from Governmental Authorities to the extent relating to the Business; (j) all rights, claims, demands, Actions, refunds, rights of Seller's rightrecovery, title rights of set off, rights of recoupment and interest in and causes of action (collectively, "Claims") to all other tangible personal property the extent arising out of or relating to the BusinessPremises, the other Assets or any of the Assumed Contracts (including the Leases), including Claims against any funds or financial assurance programs administered by any Governmental Authority for the remediation of leaking underground storage tanks relating to the Identified Contamination Sites and the Unknown Sites and Claims with respect to any condemnation or eminent domain or similar proceeding against any of the Real Property; (k) all insurance proceeds received after the date hereof to the extent arising out of or related to damage, destruction or loss of any Assets, which damage or destruction remains unrepaired, or to the extent any Assets remain unreplaced, at the Closing Date; and (l) all security deposits held by Seller with respect to any Sublease.

ASSETS TO BE ACQUIRED. Subject to and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, PRGI agrees at the Closing (as defined in Section 2.6), Seller shall convey, sell, transfer, assign, and deliver to the Purchaser, and the Purchaser shall purchase from Seller, and Seller agrees to sell to PRGI, except in exchange for the Consideration (as provided defined in Section 1.2 hereof2.3), all rightrights, title title, and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller Purchased DR Assets (other than the Excluded Assets (as defined in Section 2.2)), which, to the conduct Knowledge of the Business as of the Closing Date (as hereinafter defined)Seller Parties, which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, will be free and clear of all claimsEncumbrances. The Purchased DR Assets to be conveyed, lienssold, encumbrancestransferred, security interests assigned and similar interests delivered to the Purchaser pursuant to this Section 2.1 include those assets, properties and rights relating to the Seller’s Business (other than the Excluded Assets and the shares of any kind or nature whatsoevercapital stock that are the subject of the DR Subsidiary SPA), including, and include without limitation, the following (collectively, the "Purchased Assets"):items: (a) all of the Fixed Assetsassets of Seller that are used or useful by Seller in connection with its Business; (b) any and all of Seller's interest rights in and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment homepage and Assumption Agreement domain name “xxx.XxXxxxxx.xxx” (as hereinafter defined) (collectively, the "Assigned Contracts"“Homepage”); (c) all Accounts Receivable outstanding as of the Closing any and all Unbilled Claims and Work in Progress as of the Closingtrademarks used or owned by Seller, including, without limitation, those listed on Schedule 2.1; (d) any and all of domain names used or owned by Seller's interest in and rights and benefits accruing to Seller as lessee under , including, without limitation, those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI listed on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases")Schedule 2.1; (e) any and all Intellectual Property Rightsdata stored on Seller’s database; (f) all Licenses and Permits;a proportional number of licenses for the use of any personal computer software used by Seller in connection with its Business, as determined by the head count of users attributable to each of Seller’s Subsidiaries; and (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, ’s rights title and interest in and to its telephone numbers any Seller Intellectual Property (other than those items of Intellectual Property identified as Excluded Assets). At the Closing, Seller shall execute and the directory advertising for such telephone numbers deliver to the extent assignable; and Purchaser a conveyance, xxxx of sale and assumption agreement in substantially the form of Exhibit A attached hereto (jthe “Xxxx of Sale and Assumption Agreement”) all to evidence the transfer of Seller's right, title and interest in and to all other tangible personal property relating to the BusinessPurchased DR Assets pursuant hereto.

ASSETS TO BE ACQUIRED. Subject to and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, PRGI agrees at the Closing, Seller shall sell, convey, assign, transfer and deliver to purchase from Sellerthe Buyer, and Seller agrees to sell to PRGI, except as provided in Section 1.2 hereof, all right, title the Buyer shall purchase and interest of Seller in and to all of acquire from the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI AgreementSeller, free and clear of all claimsany Encumbrances other than Permitted Encumbrances, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, the following (collectively, the "Purchased Assets"): (a) all of the Fixed Assets; (b) all of Seller's interest in and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts"); (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the Closing; (d) all of Seller's interest in and rights and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases"); (e) all Intellectual Property Rights; (f) all Licenses and Permits; (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers to the extent assignable; and (j) all of Seller's right, title and interest in and to all other of the Seller's property and assets, real, personal or mixed, tangible personal and intangible, of every kind and description, wherever located, including, without limitation, the following (but only excluding the Excluded Assets): (a) all Real Property, including all of the Seller's owned Real Property identified in SECTION 5.3(a)(I) of the Disclosure Schedule and all of the Seller's leased or subleased Real Property identified in SECTION 5.3(a)(II) of the Disclosure Schedule; (b) all Equipment, including all of the Seller's owned Equipment identified in SECTION 2.1(b)(I) of the Disclosure Schedule and all of the Seller's leased Equipment identified in SECTION 2.1(b)(II) of the Disclosure Schedule; (c) all Parts, Fuel and Supplies Inventory, including all items identified in SECTION 2.1(c) of the Disclosure Schedule; (d) all Coal Inventory; (e) all Contracts, including those listed in SECTIONS 2.1(e) and 5.8 of the Disclosure Schedule, and all outstanding offers or solicitations made by or to the Seller to enter into any Contract; (f) all Permits and all pending applications therefore or renewals thereof, in each case to the extent transferable to the Buyer, including those identified in SECTION 5.6(b) of the Disclosure Schedule; (g) all Books and Records; (h) all intangible rights and property of the Seller, including the Intellectual Property identified in SECTION 2.1(h) of the Disclosure Schedule, going concern value, goodwill, telephone, telecopy and email addresses, but excluding rights to the use of the name Xxxxx Enterprises; (i) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date; (j) all claims of the Seller against third parties relating to the Assets or the Business; and (k) all rights of the Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset. All of the property and assets to be transferred to the Buyer hereunder are herein referred to collectively as the "Assets." The right of the Buyer to all insurance benefits, as set forth in SECTION 2.1(i) above, under the Insurance Policies with respect to pre-Closing occurrences shall not be in any way adversely affected by the transactions contemplated in this Agreement. The Seller shall not modify the Insurance Policies prior to the Closing Date in a manner that would adversely affect the protection afforded for pre-Closing occurrences and the Seller shall use its reasonable commercial efforts so that, on and after the Closing, the Insurance Policies will continue to protect the Business and Assets with respect to pre-Closing occurrences to the same extent as the Insurance Policies applied to the Business and Assets prior to the Closing. If any claims are made or losses occur prior to the Closing Date that relate solely to the Business and Assets of the Seller and such claims, or the claims associated with such losses, properly may be made against the policies retained by the Seller or its Affiliates or under policies otherwise retained by the Seller or its Affiliates after the Closing, then, subject to any limitations under the insurance policies (including without limitation time restrictions on "claims made" policies), the Seller shall use reasonable commercial efforts so that the Buyer can file, notice, and otherwise continue to pursue these claims pursuant to the terms of such policies. The Buyer acknowledges and agrees that, following the Closing, the Insurance Policies shall be terminated or modified by the Seller or its Affiliates to the extent necessary to exclude coverage of any occurrences related to the Business and Assets that occur after the Closing. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or the Business unless the Buyer expressly assumes that Liability pursuant to SECTION 2.3.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth hereinof this Agreement, PRGI Seller hereby agrees to sell, assign, transfer, convey and deliver to Purchaser, and Purchaser hereby agrees to purchase and accept from Seller, on the Closing Date, as hereinafter defined, those certain assets, tangible and intangible (the "Assets") relating to the Business, wherever the same may be located, whether in Seller's possession or in the possession of third parties (the "Acquired Assets") as follows: (a) All inventory of the Business as set forth on Schedule 2(a) attached hereto owned by Seller agrees to sell to PRGI, except as provided in Section 1.2 hereof, all including work-in-process and finished goods (the "Inventory"); (b) All right, title and interest of Seller in and to the equipment as set forth on Schedule 2(b) attached hereto owned by Seller; (c) All right, title and interest of Seller in and to trademarks, copyrights, trade names and trademark applications related to the Business (the "Acquired Intellectual Property"), including all goodwill associated therewith, all as more specifically described on Schedule 2(c) attached hereto; (d) All market research data, promotional and advertising materials in Seller's or any of the tangible and intangible assets its agencies' possession, including but not limited to, catalog sheets of Seller used in, developed for use in or held for use by Seller in the conduct Business; and (e) All technology, plans, know-how, production details, software, artwork, research data, tape library, data, books and records, regulatory files, customer contracts, customer lists and files, distributor lists and files, vendor lists and files, data processing records and goodwill of the Business Seller relating exclusively to the Business, including, without limitation, all files and documents relating to the Acquired Intellectual Property, including registrations, applications, prosecution files, files relating to conflicts, demands and challenges in each case in whatever form, including computer discs and electronic storage (the "Acquired Books and Records"). It is hereby expressly understood and agreed that the foregoing Acquired Assets are to be transferred and conveyed to Purchaser as above specified, by good and sufficient xxxx of the Closing Date (sale, and other documents of transfer, as hereinafter defined), which are described provided in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement8 hereof, free and clear of all claimsliens, lienscharges, encumbrances, security interests debts, liabilities and similar interests of any kind or nature obligations whatsoever, including, without limitation, the following (collectively, the "Purchased Assets"): (a) all of the Fixed Assets; (b) all of Seller's interest in and rights and benefits owing to Seller under those Contracts which PRGI except as specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts"); (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the Closing; (d) all of Seller's interest in and rights and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases"); (e) all Intellectual Property Rights; (f) all Licenses and Permits; (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers to the extent assignable; and (j) all of Seller's right, title and interest in and to all other tangible personal property relating to the Businessdescribed herein.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and satisfaction or waiver in writing of the conditions set forth hereinherein and to the other terms, PRGI agrees conditions and provisions hereof, at the Closing, Seller shall sell, convey, assign, transfer and deliver to purchase from SellerBuyer or cause to be sold, conveyed, assigned, transferred and delivered to Buyer, as the case may be, and Seller agrees to sell to PRGIBuyer shall purchase, except as provided in Section 1.2 hereofacquire, accept and pay for, all of the right, title and interest of Seller and its Affiliates (other than the Transferred Subsidiaries) in and to all of the properties, assets and rights of every nature, tangible and intangible assets (including goodwill), whether real, personal or mixed, wherever located, whether now existing or hereafter acquired (excluding the Excluded Assets, and excluding any right, title or interest of Seller used or held for use by Seller in the conduct any of the Transferred Subsidiaries in any of such properties, assets or rights) Related to the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, the following (collectively, the "Purchased Assets"):). The Assets shall include but not be limited to the following: (a) all of the Fixed Assetsoutstanding equity interests in each of Allied Ring, SPT NV, SPE GmbH, SPE S.L. and SPE S.A. (the "Transferred Subsidiary Interests"); (b) all of Seller's interest in and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced the Owned Real Property (other than Owned Real Property owned by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts"Transferred Subsidiary); (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the ClosingAssigned Leases; (d) all of Seller's interest in apparatus, computers and rights other electronic data processing equipment, fixtures, machinery, equipment, furniture, office equipment, motor vehicles, tools and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases")other tangible personal property; (e) all Intellectual Property Rightsinventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (collectively, the "Inventories"), including Inventories held at any location controlled by Seller or any Affiliate (other than the Transferred Subsidiaries), Inventories previously purchased and in transit to Seller or any Affiliate (other than the Transferred Subsidiaries), Inventories consigned to vendors, resellers or customers, and Inventories in transit to such vendors, resellers or customers; (f) all Licenses rights in and Permitsto products of the Business sold or leased (including, but not limited to, products hereafter returned or repossessed and unpaid rights of rescission, replevin, reclamation and rights to stoppage in transit); (g) all Deposits and Other Rightsthe Assumed Contracts; (h) all of Seller's customer written technical information, data, specifications, research and supplier listsdevelopment information, all client files, all files related to Employees engineering drawings and Associates, all computer data bases operating and other records, other than Seller's corporate minute books and stock recordsmaintenance manuals; (i) the Assigned Intellectual Property and all rights thereunder or in respect thereof, including, but not limited to, rights to xxx and collect for and remedies against past, present and future infringements thereof, and rights of Seller's right, title priority and interest in protection of interests therein under the laws of any jurisdiction worldwide and to its telephone numbers and the directory advertising for such telephone numbers to the extent assignable; andall tangible embodiments thereof; (j) all computer applications, programs and other software, including systems documentation and instructions; (k) all accounting and other books and records, cost information, sales and pricing data, customer lists, quality records and reports, and other books, records, studies, surveys, reports, plans and documents; (l) all expenses and payments of Seller's rightthe Division prepaid or advanced for periods after the Cut-Off Date; (m) all accounts and notes receivable (excluding intercompany and intracompany receivables, title which shall be treated as provided in Section 5.7), and interest all notes, bonds and other evidences of indebtedness of and rights to receive payments from any person, in each case, arising from the Business; (n) except as set forth on Schedule 2.1(n), all guarantees, warranties, indemnities and similar rights in favor of Seller or any Affiliate (other than a Transferred Subsidiary) with respect to any Asset and all letters of credit and performance bonds issued pursuant to which the Division is a material beneficiary; (o) except as set forth on Schedule 2.1(o), all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by Seller or any Affiliate (other tangible personal property than a Transferred Subsidiary) with respect to the Business or the ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise (except arising pursuant to the transactions contemplated hereby); and (p) all Licenses relating to the BusinessDivision or any of the Assets.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth of this Agreement, and in reliance on the representations, warranties and covenants contained herein, PRGI agrees to purchase from Seller, on and Seller agrees to sell to PRGI, except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter defined)Date, which are described in this Section 1.1 with reference Seller will sell, convey, assign, transfer and deliver to capitalized terms whichBuyer, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests Buyer will purchase and similar interests of any kind or nature whatsoever, including, without limitationacquire, the following (collectively, the "Purchased Assets"): (a) all of the Fixed Assets; (b) all of Seller's interest in Business as a going concern and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts"); (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the Closing; (d) all of Seller's interest in and rights and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases"); (e) all Intellectual Property Rights; (f) all Licenses and Permits; (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers the Purchased Assets, as the same shall exist as of the Closing Date (excluding the Excluded Assets listed in Section 2.2), including without limitation: (a) all Accounts Receivable; (b) all Inventory; (c) all Equipment, a list of which is set forth in SCHEDULE 2.1(c); (d) all Intellectual Property, a portion of which is set forth in SCHEDULE 2.1(d), together with the goodwill associated therewith and the directory advertising for such telephone numbers symbolized thereby; and any licenses relating to the extent assignableIntellectual Property used in or useful to the Business, whether to or from Seller and all income, royalties, damages and payments due or payable with respect to any time on or after the Closing Date, including, without limitation, damages and payments for infringements or misappropriations of any of the Intellectual Property throughout the world after the Closing Date; andand all rights of Seller in and to, including rights to enforce the terms of, confidentiality agreements and noncompetition agreements of, and any agreements relating to the assignment of Intellectual Property made by, prior and present employees of Seller and any such agreements with any other Person with respect to the Intellectual Property; (e) all Technical Information; (f) all Computer Software Assets; (g) all Prepaid Expenses; (h) all Contracts and Leases; (i) all Open Orders; (j) all Permits, a list of Seller's rightwhich is set forth in SCHEDULE 2.1(j); (k) all Books and Records; all property, title records and interest in copies of personnel records of employees who become Hired Employees after the Closing Date and the right to all receive and retain mail and other tangible personal property communications relating to the Business; (l) all certifications, ratings, listings and similar benefits from any product or quality control certification organization and all systems and manuals related thereto; (m) all memberships of Seller relating to the Business in, and all rights as a member of, the industry, trade, civic, social and other associations, organizations and clubs, a list of which is set forth in SCHEDULE 2.1(m); and (n) all other assets (including causes of action, rights of action, contract rights and warranty and product liability claims against third parties) relating to the Purchased Assets or the Business.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth hereinof this Agreement, PRGI Purchaser agrees to purchase from SellerSellers, and Seller agrees Sellers agree to sell to PRGIPurchaser, except as provided in Section 1.2 hereofof the Closing, all right, title and interest of Seller Sellers in and to all of the tangible and intangible assets of Seller used or held for use by Seller in Sellers including the conduct of following assets, as the Business as of same may exist on the Closing Date Date, (as hereinafter definedother than the Excluded Assets) (the “Assets”), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claimsClaims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, except for the following (collectively, the "Purchased Assets"):Assumed Liabilities: (a) all of Sellers’ machinery, appliances, equipment, computer hardware, tools, supplies, fixtures, and furniture used in the Business, including those items listed on Schedule 2.1(a) attached hereto (collectively, the “Fixed Assets”); (b) all of Seller's interest in and rights and benefits owing to Seller under those Sellers’ Executory Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule with respect to the Assignment and Assumption Agreement (as hereinafter definedBusiness, including those with the parties set forth on Schedule 2.1(b) (collectivelyexcept as may be specifically excluded pursuant to Section 4.12), and, to the "Assigned Contracts")extent assignable, all confidentiality, noncompetition and nonsolicitation covenants running in favor of Sellers; (c) all Accounts Receivable of Sellers’ billed and unbilled accounts receivable, notes receivable, employee advances, rights to receive payment from customers outstanding as of the Closing with respect to the Business and all Unbilled Claims intercompany notes, loans and Work in Progress receivables from the UK Subsidiaries, as of the ClosingClosing (collectively, the “Accounts Receivable”) (the billed and unbilled accounts receivable, notes receivable, employee advances and rights to receive payment from customers of Sellers and the UK Accounts Receivable, outstanding as of February 28, 2003, are set forth on Schedule 2.1(c)); (d) all of Seller's interest the Intellectual Property of Sellers used, useful, or usable in the Business including, the name “Interliant” and/or “INIT”, and rights and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assumeall variations thereof, (“Sellers’ Intellectual Property”) including the Intellectual Property set forth on Schedule 2.1(d), which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases")is not designated as UK Subsidiaries’ Intellectual Property; (e) all Intellectual Property RightsSellers’ licenses, consents, permits, variances, certifications and approvals granted by any governmental agencies to Sellers in connection with the Business set forth on Schedule 2.1(e); (f) all Licenses claims, rights to claims, security and Permitsother deposits, investments, refunds, prepaid expenses, rebates, causes of action, choses in action, rights of recovery, warranty rights, and rights of set off in respect of the Business and the Assets, including those items listed on Schedule 2.1(f) attached hereto (collectively, the “Deposits”); (g) all Deposits and Other Rights; (h) all of Seller's Sellers’ customer and supplier lists, all client files, all proposals, all files related to Employees current and Associatesformer employees and auditors, all computer data bases databases and other records, other than Seller's corporate minute all books and records, and business plans used, useful or usable in the Business, and stock recordsrecords and files; (h) Sellers’ cash and cash equivalents; (i) all of Seller's Sellers’ right, title and interest in and to its their telephone numbers and the directory advertising for such telephone numbers to used in the extent assignable; andBusiness; (j) all of Seller's rightSellers’ equity stock ownership interest, title whether owned directly or indirectly, in the UK Subsidiaries; and (k) all actions, suits, chosen in action or rights of Sellers arising under or in connection with Sections 544, 545, 547, 548, 549, 550 and interest in and to all other tangible personal property relating to 553 of the BusinessBankruptcy Code, (“Avoidance Claims”) against the entities listed on Schedule 2.1(k) (the “Scheduled Vendors”).

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth of this Agreement, and in reliance on the representations, warranties and covenants contained herein, PRGI agrees to purchase from Seller, on and Seller agrees to sell to PRGI, except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter defined)Date, which are described in this Section 1.1 with reference Seller will sell, convey, assign, transfer and deliver to capitalized terms whichBuyer, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests Buyer will purchase and similar interests of any kind or nature whatsoever, including, without limitationacquire, the following (collectively, the "Purchased Assets"): (a) all of the Fixed Assets; (b) all of Seller's interest in Business as a going concern and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts"); (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the Closing; (d) all of Seller's interest in and rights and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases"); (e) all Intellectual Property Rights; (f) all Licenses and Permits; (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers the Purchased Assets, as the same shall exist as of the Closing Date (excluding the Excluded Assets listed in Section 2.2), including without limitation: (a) all Accounts Receivable; (b) all Inventory; (c) all Equipment, a list of which is set forth in Schedule 2.1(c); (d) all Intellectual Property, a portion of which is set forth in Schedule 2.1(d), together with the goodwill associated therewith and the directory advertising for such telephone numbers symbolized thereby; and any licenses relating to the extent assignableIntellectual Property used in or useful to the Business, whether to or from Seller and all income, royalties, damages and payments due or payable with respect to any time on or after the Closing Date, including, without limitation, damages and payments for infringements or misappropriations of any of the Intellectual Property throughout the world after the Closing Date; andand all rights of Seller in and to, including rights to enforce the terms of, confidentiality agreements and noncompetition agreements of, and any agreements relating to the assignment of Intellectual Property made by, prior and present employees of Seller and any such agreements with any other Person with respect to the Intellectual Property; (e) all Technical Information; (f) all Computer Software Assets; (g) all Prepaid Expenses; (h) all Contracts and Leases; (i) all Open Orders; (j) all Permits, a list of Seller's rightwhich is set forth in Schedule 2.1(j); (k) all Books and Records; all property, title records and interest in copies of personnel records of employees who become Hired Employees after the Closing Date and the right to all receive and retain mail and other tangible personal property communications relating to the Business; (l) all certifications, ratings, listings and similar benefits from any product or quality control certification organization and all systems and manuals related thereto; (m) all memberships of Seller relating to the Business in, and all rights as a member of, the industry, trade, civic, social and other associations, organizations and clubs, a list of which is set forth in Schedule 2.1(m); and (n) all other assets (including causes of action, rights of action, contract rights and warranty and product liability claims against third parties) relating to the Purchased Assets or the Business.

ASSETS TO BE ACQUIRED. Subject to and upon Upon the terms and subject to the conditions set forth hereinof this Agreement, PRGI agrees to purchase from SellerSeller shall, and Seller agrees to sell to PRGI, except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of on the Closing Date (as hereinafter defineddefined in Section 2.5), which are described sell, transfer, assign and deliver to Buyer all of Seller's right, title, interest and benefit in this Section 1.1 with reference and to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, the following assets (collectively, the "Purchased AssetsAssets to be Acquired"): (a) all of the Fixed Assets; (b) all All of Seller's interest rights in, to and under all alarm systems (including local alarm systems installed, sold or acquired by Seller but which generate no recurring revenue), electronic alarm equipment, alarm test equipment, machinery, computers and related software, office equipment, furnishings, two Ford Econoline vans (subject to Seller's existing leases with Ford Motor Credit included in the Business Documents, as herein defined), inventory, spare equipment and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule parts relating to the Assignment Security Business (whether or not allocated to contracts in process), including items purchased for resale and Assumption Agreement (as hereinafter defined) all purchase orders relating to the foregoing, and all other tangible personal property of Seller used in connection with the Security Business of any nature, all of which are set forth on Schedule A (collectively, the "Assigned ContractsTangible Assets");. (b) All of Seller's rights in, to and under all alarm lease, maintenance, repair, service and monitoring agreements with customers, leases of equipment that are related to and used by Seller in the Security Business, telephone book listing agreements and all other agreements (including noncompetition and nonsolicitation agreements, if any), licenses (including any licenses held personally by key employees of Seller), vehicle leases for Seller's two Ford Econoline vans, permits (including permits relating to installations which are pending, currently in process or completed) and manufacturer's warranties on tangible property that are related to Seller's conduct of the Security Business (all of the foregoing are referred to individually as a "Business Document" and collectively as the "Business Documents"), all of which are set forth on Schedule B. (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the Closing; (d) all All of Seller's interest in rights in, to and under the following assets, intangibles and rights that are related to, and benefits accruing to presently owned by Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectivelyused in, the "Assigned Leases"); (e) all Intellectual Property Rights; (f) all Licenses and Permits; (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; Security Business: (i) refundable deposits from customers, prepaid service charges, and prepaid income items; (ii) system designs and drawings; (iii) options, claims, contract rights, contract information, patents, copyrights and trade secrets; (iv) accounts receivable; (v) operating and accounting data; (vi) customer lists and files (including any lists and files of former customers, credit records and purchase and sale records); (vii) computer programs; (viii) telephone numbers (including WATS lines and "ring-down" lines), all of Seller's right, title which are listed on Schedule A; (ix) work in process; (x) outstanding bids and interest in proposals; and to its telephone numbers and the directory advertising for such telephone numbers to the extent assignable; and (jxi) all of Seller's right, title and interest in and to all other tangible personal property relating to the Businessgoodwill.

ASSETS TO BE ACQUIRED. Subject to and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, PRGI agrees at the Closing, Sellers shall sell, convey, assign, transfer and deliver to purchase from Sellerthe Buyer, and Seller agrees to sell to PRGIthe Buyer shall purchase and acquire from the Sellers, except as provided in Section 1.2 hereoffree and clear of any Encumbrances other than Permitted Encumbrances, all of the Sellers' right, title and interest of Seller in and to all of the Sellers' property and assets, real, personal or mixed, tangible and intangible assets intangible, of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter defined)every kind and description, which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoeverwherever located, including, without limitation, the following (collectively, but only excluding the "Purchased Excluded Assets"): (a) all Real Property, including all of the Fixed AssetsSellers' owned Real Property identified in SECTION 5.3(a)(I) of the Disclosure Schedule and all of the Sellers' leased or subleased Real Property identified in SECTION 5.3(a)(II) of the Disclosure Schedule; (b) all Equipment, including all of Seller's interest the Sellers' owned Equipment identified in SECTION 2.1(b)(I) of the Disclosure Schedule and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion all of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter definedSellers' leased Equipment identified in SECTION 2.1(b)(II) (collectively, of the "Assigned Contracts")Disclosure Schedule; (c) all Accounts Receivable outstanding as Parts, Fuel and Supplies Inventory, including all items identified in SECTION 2.1(c) of the Closing and all Unbilled Claims and Work in Progress as of the ClosingDisclosure Schedule; (d) all Contracts, including those listed in SECTIONS 2.1(d) and 5.8 of Seller's interest in the Disclosure Schedule, and rights and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced all outstanding offers or solicitations made by inclusion of such Lease by PRGI on a schedule or to the Assignment and Assumption Agreement (collectively, the "Assigned Leases")Sellers to enter into any Contract; (e) all Intellectual Property RightsPermits and all pending applications therefore or renewals thereof, in each case to the extent transferable to the Buyer, including those identified in SECTION 5.6(b) of the Disclosure Schedule; (f) all Licenses Books and PermitsRecords; (g) all Deposits intangible rights and Other Rightsproperty of the Sellers, including the Intellectual Property identified in SECTION 2.1(g) of the Disclosure Schedule, going concern value, goodwill, telephone, telecopy and email addresses, but excluding rights to the use of the name DLR Mining and DLR Coal Company; (h) all of Seller's customer insurance benefits, including rights and supplier listsproceeds, all client files, all files related arising from or relating to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock recordsthe Assets or the Assumed Liabilities prior to the Closing Date; (i) all claims of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers Sellers against third parties relating to the extent assignableAssets or the Business; and (j) all rights of Seller's rightthe Sellers relating to deposits and prepaid expenses, title claims for refunds and interest in rights to offset. All of the property and assets to be transferred to the Buyer hereunder are herein referred to collectively as the "Assets." The right of the Buyer to all other tangible personal property relating insurance benefits, as set forth in SECTION 2.1(i) above, under the Insurance Policies with respect to pre-Closing occurrences shall not be in any way adversely affected by the transactions contemplated in this Agreement. The Sellers shall not modify the Insurance Policies prior to the BusinessClosing Date in a manner that would adversely affect the protection afforded for pre-Closing occurrences and the Sellers shall use its reasonable commercial efforts so that, on and after the Closing, the Insurance Policies will continue to protect the Business and Assets with respect to pre-Closing occurrences to the same extent as the Insurance Policies applied to the Business and Assets prior to the Closing. If any claims are made or losses occur prior to the Closing Date that relate solely to the Business and Assets of the Sellers and such claims, or the claims associated with such losses, properly may be made against the policies retained by the Sellers or their Affiliates or under policies otherwise retained by the Sellers or their Affiliates after the Closing, then, subject to any limitations under the insurance policies (including without limitation time restrictions on "claims made" policies), the Sellers shall use reasonable commercial efforts so that the Buyer can file, notice, and otherwise continue to pursue these claims pursuant to the terms of such policies. The Buyer acknowledges and agrees that, following the Closing, the Insurance Policies shall be terminated or modified by the Sellers or their Affiliates to the extent necessary to exclude coverage of any occurrences related to the Business and Assets that occur after the Closing. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or the Business unless the Buyer expressly assumes that Liability pursuant to SECTION 2.3.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth herein, PRGI PRGUSA agrees to purchase from Seller, and Seller agrees to sell to PRGIPRGUSA, as of the Effective Date (as hereinafter defined), except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Effective Date (as hereinafter defined)whether owned by Seller, which are described in this Section 1.1 with reference to capitalized terms whichShareholder, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI AgreementEPS or any affiliate thereof, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, the following whatsoever (collectively, the "Purchased Assets"):), including the following: (a) all of Seller's machinery, appliances, equipment, including computer hardware (and as to each computer, the software licensed for use thereon), tools, supplies, leasehold improvements, construction in progress, furniture and fixtures, used or held for use by Seller in connection with the Business as of the Effective Date, including those items listed on Schedule 1.1 (a) attached hereto ("Fixed Assets"); (b) all of Seller's right, title and interest in and rights and benefits owing to Seller under those Contracts "Contracts" (which, for purposes hereof, shall mean all written or oral contracts with Clients ("Client Contracts"), employment agreements, agreements with consultants and independent contractors and all other agreements and instruments relating to the Purchased Assets and the operation of the Business to which PRGI Seller is a party or to which the Purchased Assets are subject or bound, except for any Lease) which PRGUSA specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI PRGUSA on a schedule to the Assignment and Assumption Agreement (Agreement, as hereinafter defined) defined herein (collectively, the "Assigned Contracts"); (c) all Accounts Receivable accounts receivable, notes receivable, employee advances of Seller outstanding as of the Closing Effective Date (collectively, "Accounts Receivable") and all Unbilled Claims and Work work in Progress progress including all unbilled claims of Seller as of the ClosingEffective Date (collectively, the "Work in Progress"); (d) all of Seller's right, title and interest in and rights in, and benefits accruing to Seller as lessee under or sublessee under, those Leases "Leases" (which, for purposes hereof, means all written and oral leases or subleases in respect of the Business and to which PRGI Seller is a party, including all real property and equipment leases), which PRGUSA specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI PRGUSA on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases"); (e) all Intellectual Property Rights; (f) all Licenses and Permits; (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier listsintellectual property used or owned by Seller or the Business, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; including (i) the names "TSL Services," "Telecom Services Limited," "TOMS", "Fraud-Check", "E-Z View" and all registered and unregistered trademarks, service marks and applications (collectively, "Marks"); (ii) all patents and patent applications (collectively, "Patents"); all copyrights in both published works and unpublished works (collectively, "Copyrights"); (iii) all computer and electronic data processing programs and software programs and systems and related documentation, research projects, computer software under development, software concepts owned and proprietary intellectual property, processes, formulae and algorithms, including all intellectual property used in the ownership, marketing, development, maintenance, support and delivery of the software and presently owned or licensed by the Seller which are used or proposed to be used or reserved for use by the Seller in the Seller's Business (including "TOMS" Software, Internal Report Tools Systems and any other computer software programs and databases developed by or for Seller and the Business or licensed to them) (the "Software"); (iv) all inventions, improvements, developments, modifications and derivative works, whether or not reduced to practice, which Seller, Shareholder, EPS or any employee of Seller's right, title and interest together or individually, alone or in and to its telephone numbers and the directory advertising for such telephone numbers combination with each other or any other person, has made which relates to the extent assignableBusiness (collectively, "Developments"); and and (jv) all of Seller's rightknow-how, title trade secrets, formulas, confidential information, customer lists, technical information, data, reports, deliverables, source code, object code, process technology, plans, drawings and interest in blueprints (collectively, "Trade Secrets"; and to all other tangible personal property relating to collectively, the Business.Marks, Patents, Copyrights, Software, Developments and Trade Secrets being the "Intellectual Property Assets");

ASSETS TO BE ACQUIRED. Subject to Seller shall sell, assign, transfer and upon the terms convey and conditions set forth herein, PRGI agrees to Buyer shall purchase from Seller, and Seller agrees to sell to PRGI, except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, accept free and clear of all claims, liens, encumbrances, security interests and similar interests Liens of any kind kind, whether absolute, accrued, contingent or nature whatsoever, including, without limitation, otherwise (except for any Assumed Liabilities and Permitted Liens) all of the following assets (collectivelywhich are referred to in this Agreement as the “Assets”), other than the "Purchased Assets"Excluded Assets (For the avoidance of doubt, Buyer is not acquiring any assets of Seller associated with its operations at any of its locations other than the Facility): (a) all of the Fixed AssetsEquipment; (b) all of Seller's interest in the Intellectual Property Assets, Materials and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts")Existing Library; (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the ClosingInventory; (d) all of Seller's interest leasehold improvements at the Facility and intangible assets used in the Business such as computer programs, records and rights and benefits accruing data but excluding computer programs licensed to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion part of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases")any master enterprise licenses that are Excluded Assets; (e) all Intellectual Property Rightsrights and interests of Seller in and under the Assumed Contracts; (f) all Licenses rights of recovery of any kind relating to or affecting the Assets or Assumed Liabilities (excluding rights to recoveries under insurance policies covering the Assets which are Excluded Assets) and Permitsclaims, causes of action and rights under, pursuant to, or arising from warranties, representations, guarantees and agreements in favor of Seller made by third parties; (g) all Deposits and Other RightsPermits related to the Facility or Business, including those set forth on Schedule 2.1(g), except those which are non-transferable; (h) all of Seller's customer books and supplier listsrecords pertaining to the Business, all client filesincluding but not limited to the clinical and regulatory files for the Programs to the extent controlled by Seller and to the extent legally transferable, all files related to Employees and Associateslaboratory notebooks, all computer data bases reports and other recordsresearch documentation, other than Seller's corporate minute but excluding personnel files of Seller with respect to the Hired Employees and, for the avoidance of doubt, excluding those books and stock recordsrecords that relate exclusively to the research, development, manufacture and sale of pharmaceutical compounds and products that are Excluded Assets; (i) all the software and databases that are part of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers Epitope Identification System subject to the extent assignable; andrights granted to Seller under the EIS License Agreement; (j) all of Seller's right, title and interest in and right to payments under the NIH Grants for work to be performed by Buyer after the Closing; and (k) all other tangible personal property relating to assets located at the BusinessFacility that are used in the Business and that are not Excluded Assets.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and satisfaction or waiver in writing of the conditions set forth hereinherein and to the other terms, PRGI agrees conditions and provisions hereof, at the Closing, Sellers shall sell, convey, assign, transfer and deliver to purchase from SellerBuyer or cause to be sold, conveyed, assigned, transferred and delivered to Buyer, as the case may be, and Seller agrees to sell to PRGIBuyer shall purchase, except as provided in Section 1.2 hereofacquire, accept and pay for, all of the right, title and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreementinterest, free and clear of all claimsEncumbrances (other than Assumed Liabilities), liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, Sellers in the following properties, assets and rights of every nature, tangible and intangible (including goodwill), whether real, personal or mixed, wherever located, whether now existing or hereafter acquired (excluding the Excluded Assets) that are Related to the Business (collectively, the "Purchased Assets"): (a) all of the Fixed AssetsAssumed Leases; (b) all of Seller's interest in apparatus, computers and rights other electronic data processing equipment, fixtures, machinery, equipment, furniture, office equipment, motor vehicles, tools and benefits owing other tangible personal property, other than those relating to Seller under those Contracts which PRGI specifically agrees to assumethe Remaining Estate, which assumption shall be evidenced assigned to and assumed by inclusion of such Contract by PRGI Buyer on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts")Bankruptcy Plan Confirmation Date; (c) all Accounts Receivable outstanding as inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office and other supplies (collectively, the Closing "Inventories"), including Inventories held at any location controlled by any Seller or any Affiliate, Inventories previously purchased and all Unbilled Claims in transit to any Seller or any Affiliate, Inventories consigned to vendors, resellers or customers, and Work Inventories in Progress as of the Closingtransit to such vendors, resellers or customers; (d) all of Seller's interest rights in and to products of the Business sold or leased (including, but not limited to, products hereafter returned or repossessed and unpaid rights of rescission, replevin, reclamation and benefits accruing rights to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases"stoppage in transit); (e) all Intellectual Property Rightsthe Assumed Contracts; (f) all Licenses written technical information, data, specifications, research and Permitsdevelopment information, engineering drawings and operating and maintenance manuals; (g) the Assumed Intellectual Property and all Deposits rights thereunder or in respect thereof, including, but not limited to, rights to xxx and Other Rightscollect for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof; provided, however, that Sellers' Representative may continue to use the SmarTalk name to the extent provided for in Section 5.7; (h) all of Seller's customer and supplier listscomputer applications, all client files, all files related to Employees and Associates, all computer data bases programs and other recordssoftware, other than Seller's corporate minute books including systems documentation and stock recordsinstructions; (i) all accounting and other books and records, cost information, sales and pricing data, customer lists, quality records and reports, and all other books, records, studies, surveys, reports, plans and documents; (j) other than as relate solely to Excluded Assets, all expenses and payments of Seller's rightthe Business prepaid or advanced for periods after the Closing Date; (k) other than as set forth on Schedule 2.2, title all accounts and interest notes receivable, and all notes, bonds and other evidences of indebtedness of and rights to receive payments from any person; (l) all Telecommunications Facilities other than those used solely in connection with assets set forth on Schedule 2.2; (m) all cash and cash equivalents held by any Seller as of the Closing (other than any cash delivered by Buyer in respect of the Purchase Price); (n) except as set forth on Schedule 2.1(n), all guarantees, warranties, indemnities and similar rights in favor of any Seller or any Affiliate with respect to its telephone numbers any Asset and all letters of credit and performance bonds issued pursuant to which the directory advertising for such telephone numbers Business is a beneficiary; (o) except as set forth on Schedule 2.1(o), all rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by any Seller or any Affiliate with respect to the extent assignableBusiness or the ownership, use, function or value of any Asset, whether arising by way of counterclaim or otherwise (except arising pursuant to the transactions contemplated hereby); (p) proceeds, reserves, benefits or claims related to any insurance coverage arising out of the insurance policies set forth in Schedule 2.1(p) with respect to Claims arising out of or in connection with the Assets or the Business after the Closing Date or the Assumed Liabilities; (q) all Licenses and Tariffs relating to the Business or any of the Assets, other than the FCC Section 214 Authority; (r) all stationery, purchase order and other forms, labels, shipping materials, brochures, art work, photographs, advertising materials and any similar items related to the Assets or the Business; (s) all shares of stock in New Media Telecommunications, Inc. held by any Seller (the "New Media Shares"); and (jt) all Current Assets as of Seller's right, title and interest in and to all other tangible personal property relating to the BusinessClosing Date.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth herein, PRGI Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell sell, transfer and assign and cause the Subsidiaries to PRGIsell, except as provided in Section 1.2 hereof, all right, title transfer and interest of Seller in and assign to Purchaser all of the tangible and intangible assets of Seller (but excluding the Excluded Assets) used or held for use by Seller in connection with the conduct of the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoeverBusiness, including, without limitation, the following (collectively, the "Purchased Assets"): (a) all of Seller's and the Subsidiaries' vehicles and equipment (excluding refrigeration equipment which is part of the real estate) used or held for use by Seller in connection with the Business as of the Closing (as hereinafter defined), including, but not limited to, tools, fork lifts, racks, supplies, computers and computer equipment, furniture and fixtures and those items listed on Schedule 1.1 (a) attached hereto (the "Fixed Assets;"); and (b) all of Seller's and the Subsidiaries' right, title and interest in in, to and rights under all written or oral contracts, license agreements and benefits owing all other agreements, commitments and other instruments to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule the Purchased Assets are subject or bound or that otherwise pertain to the Assignment and Assumption Agreement (as hereinafter definedBusiness including without limitation the agreements set forth in Schedule 1.1(b) attached hereto (collectively, the "Assigned Contracts");; and (c) all Accounts Receivable outstanding of Seller's and the Subsidiaries' interest in, and rights and benefits accruing to Seller under, those certain leases to which Seller is a party and which pertain to the Business as of identified on Schedule 1.1(c) attached hereto (collectively, the Closing and all Unbilled Claims and Work in Progress as of the Closing;"Assumed Leases"); and (d) all of Seller's interest and/or partnership interests in and to VC Omaha Texas, VC Superior and VC Texas, and all of Seller's membership interest in and to Distributions Development; and (e) all rights and benefits accruing to interests of Seller as lessee under and the Subsidiaries in any trademarks, service marks, copyrights, logos, patents, inventions, processes, franchises, registrations, license agreements, trade secrets, customer lists, trade lists and trade or service names used in the Business, including without limitation those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI marks and names listed on a schedule to the Assignment and Assumption Agreement Schedule 1.1(e) attached hereto (collectively, the "Assigned LeasesIntellectual Property"); (e) all Intellectual Property Rights;; and (f) all Licenses of Seller's and Permits;the Subsidiaries' licenses, consents, permits, variances, certifications and approvals of governmental agencies used or held for use in connection with the Business, to the extent assignable; and (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's the Subsidiaries' right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers for each of its facilities and offices, to the extent assignable; and (h) all of Seller's and the Subsidiaries' right, title and interest in and to its books and records related to the Business and the Purchased Assets; and (i) all of Seller's and the Subsidiaries' right, title and interest in and to its computer software and licenses therefor and any proprietary technology and processes; and (j) all of Seller's and the Subsidiaries' right, title and interest in and to any voting securities of any corporation or other entity; and (k) all of Seller's and the Subsidiaries' right, title and interest in and to all of the cash, accounts receivable, other rights to receive payment from customers of the Business and all other current assets relating to the Business; and (l) all of Seller's and the Subsidiaries' right, title and interest in and to all other tangible and intangible personal property relating to used or held for use in connection with the Business.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth herein, PRGI Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell sell, transfer and assign to PRGI, except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to Purchaser all of the tangible and intangible assets of Seller (but excluding the Excluded Assets) used or held for use by Seller in connection with the conduct of the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoeverBusiness, including, without limitation, the following (collectively, the "Purchased Assets"): (a) all of Seller's vehicles and equipment (excluding refrigeration equipment which is part of the Fixed Assets;real estate) used or held for use by Seller in connection with the Business as of the Closing (as hereinafter defined), including, but not limited to, tools, fork lifts, racks, supplies, computers and computer equipment, furniture and fixtures; and (b) all of Seller's right, title and interest in in, to and rights under all written or oral contracts, license agreements and benefits owing all other agreements, commitments and other instruments to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule the Purchased Assets are subject or bound or that otherwise pertain to the Assignment and Assumption Agreement (as hereinafter definedBusiness including without limitation the agreements set forth in Schedule 1.1(b) attached hereto (collectively, the "Assigned Contracts");; and (c) all Accounts Receivable outstanding of Seller's interest in, and rights and benefits accruing to Seller under, those certain leases to which Seller is a party and which pertain to the Business as of identified on Schedule 1.1(c) attached hereto (collectively, the Closing and all Unbilled Claims and Work in Progress as of the Closing;"Assumed Leases"); and (d) all of Seller's membership interest in and to VC Logistics, L.L.C., a Delaware limited liability company ("VC Logistics"); all of Seller's membership interest in and to Carmar Industries, L.L.C., a Delaware limited liability company ("Carmar Industries"); and all of Seller's membership interest in and to VC Carthage, L.L.C., a Delaware limited liability company ("VC Carthage"), all of which are wholly owned by Seller; and (e) all rights and benefits accruing to interests of Seller as lessee under in any trademarks, service marks, copyrights, logos, patents, inventions, processes, franchises, registrations, license agreements, trade secrets, customer lists, trade lists and trade or service names used in the Business, including without limitation those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI marks and names listed on a schedule to the Assignment and Assumption Agreement Schedule 1.1(e) attached hereto (collectively, the "Assigned LeasesIntellectual Property"); (e) all Intellectual Property Rights;; and (f) all Licenses of Seller's licenses, consents, permits, variances, certifications and Permits;approvals of governmental agencies used or held for use in connection with the Business, to the extent assignable; and (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers for each of its facilities and offices, to the extent assignable; and (h) all of Seller's right, title and interest in and to its books and records related to the Business and the Purchased Assets; and (i) all of Seller's right, title and interest in and to its computer software and licenses therefor and any proprietary technology and processes; and (j) all of Seller's right, title and interest in and to any voting securities of any corporation or other entity, except for the shares of Carmar Group, Inc.; and (k) all of Seller's right, title and interest in and to all of the cash, accounts receivable, other rights to receive payment from customers of the Business and all other tangible personal property current assets relating to the Business; and (l) all of Seller's right, title and interest in and to all other tangible and intangible personal property used or held for use in connection with the Business.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth herein, PRGI Purchaser hereby agrees to purchase from Seller, and Seller hereby agrees to sell sell, transfer and assign to PRGI, except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to Purchaser all of the tangible and intangible assets of Seller (but excluding the Excluded Assets) used or held for use by Seller in connection with the conduct of the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoeverBusiness, including, without limitation, the following (collectively, the "Purchased Assets"): (a) all of Seller's vehicles and equipment (excluding refrigeration equipment which is part of the real estate) used or held for use by Seller in connection with the Business as of the Closing (as hereinafter defined), including, but not limited to, tools, fork lifts, racks, supplies, computers and computer equipment, furniture and fixtures and those items listed on Schedule 1.1 (a) attached hereto (the "Fixed Assets;"); and (b) all of Seller's right, title and interest in in, to and rights under all written or oral contracts, license agreements and benefits owing all other agreements, commitments and other instruments to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule the Purchased Assets are subject or bound or that otherwise pertain to the Assignment and Assumption Agreement (as hereinafter definedBusiness including without limitation the agreements set forth in Schedule 1.1(b) attached hereto (collectively, the "Assigned Contracts");; and (c) all Accounts Receivable outstanding of Seller's interest in, and rights and benefits accruing to Seller under, those certain leases to which Seller is a party and which pertain to the Business as of identified on Schedule 1.1(c) attached hereto (collectively, the Closing and all Unbilled Claims and Work in Progress as of the Closing;"Assumed Leases"); and (d) all of Seller's interest in and to the issued and outstanding shares of Americold Services Corporation, a Delaware corporation; all of Seller's membership interest in and to KC Underground, L.L.C., a Delaware limited liability company ("KC Underground"); all of Seller's membership interest in and to Inland Quarries, L.L.C., a Delaware limited liability company ("Inland Quarries"); and all of Seller's membership interest in and to Americold/Offuxx, X.L.C., an Oregon limited liability company ("Americold/Offuxx"); and (e) all rights and benefits accruing to interests of Seller as lessee under in any trademarks, service marks, copyrights, logos, patents, inventions, processes, franchises, registrations, license agreements, trade secrets, customer lists, trade lists and trade or service names used in the Business, including without limitation those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI marks and names listed on a schedule to the Assignment and Assumption Agreement Schedule 1.1(e) attached hereto (collectively, the "Assigned LeasesIntellectual Property"); (e) all Intellectual Property Rights;; and (f) all Licenses of Seller's licenses, consents, permits, variances, certifications and Permits;approvals of governmental agencies used or held for use in connection with the Business, to the extent assignable; and (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers for each of its facilities and offices, to the extent assignable; and (h) all of Seller's right, title and interest in and to its books and records related to the Business and the Purchased Assets; and (i) all of Seller's right, title and interest in and to its computer software and licenses therefor and any proprietary technology and processes; and (j) all of Seller's right, title and interest in and to any voting securities of any corporation or other entity other than the securities held for investment and listed on Schedule 1.1(j); and (k) all of Seller's right, title and interest in and to all of the cash, accounts receivable, other rights to receive payment from customers of the Business and all other current assets relating to the Business (other than rents receivable under Master Lease I); and (l) all of Seller's right, title and interest in and to all other tangible and intangible personal property relating to used or held for use in connection with the Business.

ASSETS TO BE ACQUIRED. Subject to and upon the terms and conditions set forth herein, PRGI Purchaser agrees to purchase from Seller, and Seller agrees to sell to PRGIPurchaser, effective as of the Effective Date (as hereinafter defined), except as provided in Section 1.2 hereof, all right, title and interest of Seller in and to all of the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter 2 defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI Agreement, ) free and clear of all claims, liens, encumbrances, security interests and similar interests of any kind or nature whatsoeverwhatsoever (except for any such interests arising solely by virtue of the Assumed Liabilities), including, without limitation, the following (collectively, the "Purchased Assets"): (a) all of Seller's machinery, appliances, equipment, including computer hardware and software to the extent assignable, tools, supplies, leasehold improvements, construction in progress, furniture and fixtures, used or held for use by Seller in connection with the Business as of the Closing, including, without limitation, those items listed on Schedule 1.1 (a) attached hereto (the "Fixed Assets"); (b) all of Seller's interest in and rights and benefits owing to Seller under those all customer contracts, employment agreements and Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defineddefined in Section 4.16 hereof) excluding (i) contracts required to be listed on Schedule 4.16 which are not so listed and (ii) the Contracts appearing at items 1, 2, 4 and 5 of Schedule 4.16 (collectively, the "Assigned Contracts"); (c) all Accounts Receivable billed and unbilled accounts receivable, notes receivable, employee advances, rights to receive payment from customers for claims filed by or on behalf of customers of Seller outstanding as of the Closing (collectively, "Accounts Receivable") and all Unbilled Claims work in progress and Work in Progress other claims not yet billed by Seller as of the ClosingClosing (collectively, the "Work in Progress"); (d) all of Seller's interest in and rights and benefits accruing to Seller as lessor under the sublease identified in Schedule 4.18 and as lessee under those Leases (i) the leases and/or subleases listed on Schedule 4.18 attached hereto, (ii) the lease agreements for equipment used in the operation of the Business, if any, listed on Schedule 4.18 attached hereto and (iii) leases involving an aggregate annual expenditure by Seller of less than $12,000 or having a term which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to extends for not more than one year from the Assignment and Assumption Agreement date hereof (collectively, the "Assigned Leases"); (e) all Intellectual Property Rightsintellectual property of Seller including, without limitation, all rights to the name "Lodex, Xxxx & Xssociates," goodwill and other intangible assets; (f) all Licenses of Seller's licenses, consents, permits, variances, certifications and Permitsapprovals of governmental agencies used or held for use in connection with the Business, to the extent assignable; (g) all Deposits claims, security and Other Rightsother deposits, refunds, prepaid expenses, causes of action, choses in action, rights of recovery, warranty rights, rights of set off in respect of the Business and the Purchased Assets, including, without limitation, those cash deposits listed on Schedule 1.1(g) attached hereto, together with the excess, if any, as of the Closing Date of aggregate participant contributions for the current plan year under the cafeteria plan referred to in Schedule 4.21 over the aggregate claims paid to participants under such plan (the "Excess Cafeteria Plan Balance") (collectively, the "Deposits"); (h) all of Seller's customer and supplier lists, all client files, all files related to Employees employees and Associatesauditors, all computer data bases and other records, records other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers to the extent assignable; (j) Cash at Closing in the total aggregate amount (the "Cash Assets") equal to the sum of (i) $500,000 plus (ii) the difference between (A) the net increase in cash after payment of normal operating expenses (but without any decrease in cash for Seller's Transaction Expenses, as hereinafter defined, which shall be borne other than at the expense of Purchaser) provided by the Business for the period from and after the Effective Date through the Closing Date, less (B) the amount of federal and state income taxes (which shall not include any taxes payable by the Stockholders or the Seller on the acquisition by Purchaser from Seller of the Purchased Assets) payable by the Stockholders and state franchise taxes payable by the Seller (based on an agreed all inclusive effective tax rate of 49.62%) on the taxable income from the Business for the period from and after the Effective Date through the Closing Date plus (iii) an amount of cash equal to the accounts payable and accrued expenses identified as reimbursable to Purchaser on Schedule 2.2 hereto plus (iv) the amount of cash paid by the Seller from and after the Effective Date in satisfaction of outstanding commission amounts payable that relate to receivables collected by the Seller prior to the Effective Date; and (jk) all of Seller's right, title and interest in and to all other tangible personal property relating to the Business.

ASSETS TO BE ACQUIRED. Subject to and upon Upon the terms and subject to the conditions set forth hereinin this Agreement, PRGI agrees at the Closing, Seller shall sell, convey, assign, transfer and deliver to purchase from Sellerthe Buyer, and Seller agrees to sell to PRGI, except as provided in Section 1.2 hereof, all right, title the Buyer shall purchase and interest of Seller in and to all of acquire from the tangible and intangible assets of Seller used or held for use by Seller in the conduct of the Business as of the Closing Date (as hereinafter defined), which are described in this Section 1.1 with reference to capitalized terms which, if not otherwise defined herein, have the meaning assigned to such capitalized terms in the RCI AgreementSeller, free and clear of all claimsany Encumbrances other than Permitted Encumbrances, liens, encumbrances, security interests and similar interests of any kind or nature whatsoever, including, without limitation, the following (collectively, the "Purchased Assets"): (a) all of the Fixed Assets; (b) all of Seller's interest in and rights and benefits owing to Seller under those Contracts which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Contract by PRGI on a schedule to the Assignment and Assumption Agreement (as hereinafter defined) (collectively, the "Assigned Contracts"); (c) all Accounts Receivable outstanding as of the Closing and all Unbilled Claims and Work in Progress as of the Closing; (d) all of Seller's interest in and rights and benefits accruing to Seller as lessee under those Leases which PRGI specifically agrees to assume, which assumption shall be evidenced by inclusion of such Lease by PRGI on a schedule to the Assignment and Assumption Agreement (collectively, the "Assigned Leases"); (e) all Intellectual Property Rights; (f) all Licenses and Permits; (g) all Deposits and Other Rights; (h) all of Seller's customer and supplier lists, all client files, all files related to Employees and Associates, all computer data bases and other records, other than Seller's corporate minute books and stock records; (i) all of Seller's right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers to the extent assignable; and (j) all of Seller's right, title and interest in and to all other of the Seller's property and assets, real, personal or mixed, tangible personal and intangible, of every kind and description, wherever located, including, without limitation, the following (but only excluding the Excluded Assets): (a) all Real Property, including all of the Seller's owned Real Property identified in SECTION 5.3(a)(i) of the Disclosure Schedule and all of the Seller's leased or subleased Real Property identified in SECTION 5.3(a)(ii) of the Disclosure Schedule; (b) all Equipment, including all of the Seller's owned Equipment identified in SECTION 2.1(b)(i) of the Disclosure Schedule and all of the Seller's leased Equipment identified in SECTION 2.1(b)(ii) of the Disclosure Schedule; (c) all Parts, Fuel and Supplies Inventory, including all items identified in SECTION 2.1(c) of the Disclosure Schedule; (d) all Coal Inventory; (e) all Contracts, including those listed in SECTIONS 2.1(e) and 5.8 of the Disclosure Schedule, and all outstanding offers or solicitations made by or to the Seller to enter into any Contract; (f) all Permits and all pending applications therefore or renewals thereof, in each case to the extent transferable to the Buyer, including those identified in SECTION 5.6(b) of the Disclosure Schedule; (g) all Books and Records; (h) all intangible rights and property of the Seller, including the Intellectual Property identified in SECTION 2.1(h) of the Disclosure Schedule, going concern value, goodwill, telephone, telecopy and email addresses, but excluding rights to the use of the name Mears Enterprises; (i) all insurance benefits, includixx xxghts and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date; (j) all claims of the Seller against third parties relating to the Assets or the Business; and (k) all rights of the Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset. All of the property and assets to be transferred to the Buyer hereunder are herein referred to collectively as the "Assets." The right of the Buyer to all insurance benefits, as set forth in SECTION 2.1(i) above, under the Insurance Policies with respect to pre-Closing occurrences shall not be in any way adversely affected by the transactions contemplated in this Agreement. The Seller shall not modify the Insurance Policies prior to the Closing Date in a manner that would adversely affect the protection afforded for pre-Closing occurrences and the Seller shall use its reasonable commercial efforts so that, on and after the Closing, the Insurance Policies will continue to protect the Business and Assets with respect to pre-Closing occurrences to the same extent as the Insurance Policies applied to the Business and Assets prior to the Closing. If any claims are made or losses occur prior to the Closing Date that relate solely to the Business and Assets of the Seller and such claims, or the claims associated with such losses, properly may be made against the policies retained by the Seller or its Affiliates or under policies otherwise retained by the Seller or its Affiliates after the Closing, then, subject to any limitations under the insurance policies (including without limitation time restrictions on "claims made" policies), the Seller shall use reasonable commercial efforts so that the Buyer can file, notice, and otherwise continue to pursue these claims pursuant to the terms of such policies. The Buyer acknowledges and agrees that, following the Closing, the Insurance Policies shall be terminated or modified by the Seller or its Affiliates to the extent necessary to exclude coverage of any occurrences related to the Business and Assets that occur after the Closing. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets or the Business unless the Buyer expressly assumes that Liability pursuant to SECTION 2.3.