Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of this Agreementherein, on the Closing Date, Parent Seller shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase from Sellerpurchase, International Subsidiary pay for and its Affiliatesreceive, all of Seller’s right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assetsfollowing, free save and clear except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land described or referred to in Exhibit “A”, together with all Encumbrances of Seller’s other rights, titles and interests in and to the above-described properties (collectively, the “Purchased AssetsLeases”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business), together with all goodwill associated therewithlands, remedies against infringement thereofleases and minerals that may be allocated to, pooled, unitized or communitized with any of the Leases, together with a corresponding part of all oil and rights gas pooling and unitization agreements, declarations, designations and orders relating to protection of interests provided therebythe Leases (such pooled or unitized areas being, collectively, the “Units”); (ii) any and all customer listsoil and gas xxxxx, historical samplessalt water disposal xxxxx, designsinjection xxxxx and other xxxxx and wellbores, prototypeswhether abandoned, molds not abandoned, plugged or unplugged, located on the Leases or within the Units, together with all of Seller’s other rights, titles and kits interests in and to the above-described xxxxx and Units (collectively, the “Xxxxx”), including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Personthose Xxxxx identified on Exhibit “A”), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the Contracts listed on Schedule 2.1(a)(iii) use of the surface and subsurface, in each case to the extent used in connection with the exploration, development or operation of the Leases, Units or Xxxxx, including, without limitation those rights and interests described or referred to in Exhibit “B” (the “Assigned ContractsSurface Interests”) and all Contract Rights thereunder); (iv) the pro rata portion of advances or guaranteed minimum royalty all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, flowlines, gathering lines, materials, improvements, workover rigs, SCADA hardware and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, software and any liquidated damages under other personal property located on or used in the Assigned Contracts; andexploration, development or operation of the Leases, Units or Xxxxx (collectively, the “Personal Property”); (v) all claimsnatural gas, causes of action casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other legal rights and remedieshydrocarbons, whether gaseous or liquid (the “Hydrocarbons”), produced and saved from, or allocable to, the Leases, Units or Xxxxx from and after the Effective Time (the “Sale Hydrocarbons”); (vi) to the extent transferable and not known including the Leases, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, rental agreements, equipment lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded relating to the Assets, including, without limitation, those agreements identified in Schedule 1.1(a)(vi), (the “Contracts”); (vii) all original records, books, files, lease files, land files, abstracts, title opinions, production records, well files, accounting records, seismic records and surveys, gravity maps, electronic logs, geological or geophysical data and records, and other records, books, files, documents and data (whether tangible, electronic, or in any other medium or format) of every kind and description, directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, Personal Property, Imbalances and the interests described in subpart (ix) below in the possession, or within the reasonable control, of Seller, including, without limitation, any engineering, geophysical and geological reports, Seller’s proprietary log data and Seller’s behind pipe potential analysis, and other technical data, regulatory filings, magnetic tapes, interpretations and other analysis, royalty and accounting records, and other books, records and files that relate to the Assets (the “Records”); provided, however, that Seller may keep, at Seller’s expense, copies of the Records, subject to the confidentiality obligations set forth in Section 11.10 below; (viii) all Imbalances (as defined in Section 11.1) as of the ClosingEffective Time, and all Hydrocarbons produced prior to the Effective Time from, or allocable to, the Leases, Units and Xxxxx, but in storage or upstream of the applicable sales meter at the Effective Time (the “Stock Hydrocarbons”), together with all accounts receivable with respect thereto; and (ix) all geological and geophysical data relating to the ownership Assets, excluding data that is interpretive in nature and data which cannot be transferred without the payment to any third party; provided, that Seller will cooperate with Buyer to obtain any such transfer-restricted data at the sole expense of Buyer, including but not limited to maps, proprietary and non-proprietary logs, behind pipe analysis, magnetic tapes, raw and processed and reprocessed data, field data, stack and migrated versions of the above-listed Purchased Assetsdata, but excluding claims against Buyer as well as all support data thereto, including digital shotpoint, receiver, and bin center locations, stacking velocities, surveying and shothole drilling information and any other information relating to seismic data; provided, however, that Buyer’s right with respect to any licensed or third party geological and geophysical data acquired as part of the transactions contemplated hereinAssets shall be limited, in each case, to the extent such data may be assigned without the payment of any fee (unless paid by Buyer), and to the extent the disclosure of such data is not restricted by the terms of any confidentiality, license or similar agreement. Any such data conveyed hereunder shall be subject to all the terms and conditions of any valid and existing third-party license or similar agreement relating to such data. Seller shall have no obligation to pay any fee or other consideration in order to assign any data to Buyer. (x) All rights of Seller in that certain office lease dated September 4, 2012, by and between Garfield Business Center, LLC, as lessor, and Seller, as lessee, covering certain leased premises located at Xxxxx 000X, 0000 X. Xxxxxxxx Street, Midland, Texas 79705 but expressly excluding all office furniture, personal equipment, fixtures, inventory and improvements owned, leased, rented or used in connection with such office, provided that consent to assign is obtained prior to Closing; (xi) All of Seller’s right, title and interest derived from that certain Asset Purchase Agreement dated September 25, 2012, between Petro Canyon Energy, LLC and Double Eagle Development, LLC, as seller, and Xxxxxxxx Oil & Gas, LP, as buyer (the “RCVC Agreement”) pursuant to which Xxxxxxxx acquired an electronic database of the public records of Xxxxxx County, Texas provided that consent to assign is obtained prior to Closing and that Buyer pays Seller an additional Six Hundred Thousand Dollars ($600,000.00) as an upward adjustment to the Purchase Price at Closing. All such Leases, Units, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records, Stock Hydrocarbons and other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.” (b) There is excluded from The risk of loss and transfer of possession and control of the sale Assets shall occur and purchase contemplated by be made at Closing, but for certain accounting and price adjustments, as well as for allocating certain liabilities, described in this Agreement all assets of Agreement, as between Seller and its Affiliates Buyer, transfer of whatever nature, whether presently in existence or arising hereafter, other than ownership and title to the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer Assets shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all be made effective as of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies)Effective Time.

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on simultaneously with the Closing Dateexecution hereof Seller is selling, Parent shall cause the Sellerconveying, International Subsidiary assigning, transferring and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), delivering to sell, assign, transfer and convey to Buyer, Buyer and Buyer shall purchase is purchasing and acquiring from Seller, International Subsidiary free and its Affiliatesclear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following Automated Systems Business, and all of Seller's property and assets, free real, personal or mixed, tangible and clear intangible, of every kind and description, wherever located, belonging to Seller and principally used in the conduct of the Automated Systems Business set forth below: (a) all Encumbrances domestic and foreign patents, domestic and foreign patent applications (active or withdrawn), and inventions and discoveries that may be patentable owned, used or licensed by Seller principally for the benefit and use of the Automated Systems Business (collectively, the “Purchased Assets”): (i"PATENTS") the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, those listed on Schedule 2.1(a); (b) all historical samplesdomestic and foreign copyrights owned, designsused or licensed by Seller principally for the benefit and use of the Automated Systems Business (collectively, prototypesthe "COPYRIGHTS") including, molds without limitation, those listed on Schedule 2.1(b); (c) all assumed fictional business and kits related trade names, all registered and unregistered domestic and foreign trademarks, registered and unregistered domestic and foreign service marks, applications for domestic and foreign service marks, and applications for domestic and foreign trademarks, owned, used or licensed by Seller principally for the benefit and use of the Automated Systems Business (collectively, the "MARKS") including, without limitation, those listed on Schedule 2.1(c); (d) all know-how, trade secrets, confidential or proprietary information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints, owned, used or licensed by Seller principally for the benefit and use of the Automated Systems Business or the Patents, Copyrights or Marks (collectively, "TRADE SECRETS"); (e) all of Seller's rights as Licensor under all Licenses-Out, and all of Seller's rights as Licensee under all Licenses-In, as listed on Schedule 2.1(e); (f) all other intangible property of Seller principally used in the Automated Systems Business or needed for the utilization of the Automated Systems Technology, going concern value, goodwill, telephone and telecopy listings; (g) all rights in, to the England national football team and the Manchester City football teamunder all Seller Contracts, it being understood including, without limitation, those listed on Schedule 3.20(a), and any Contracts that such materials are for archival purposes only and not for assign to Seller rights to any use that violates the Intellectual Property rights inventions, improvements, discoveries or information, or confidentiality obligations of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller principally pertaining to the extent necessary to provide Automated Systems Business or the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; Automated Systems Technology (iii) the but excluding those Seller Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) 2.2(b)), and all outstanding offers or solicitations made by or to Seller to enter into any Contract Rights thereunderprimarily related to the Automated Systems Business or the Automated Systems Technology; (ivh) all data and Records principally pertaining to the pro rata portion Automated Systems Business, including client and customer lists and Records, customer leads and other documentation, all raw data, all data on client use and experience with the Automated Systems Business, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, financial and accounting Records, creative materials, advertising materials, promotional materials, reports, correspondence and other similar documents and Records, and copies of advances or guaranteed minimum royalty all personnel Records and advertising payments, if any, copies of all other Records described in Section 2.2(c); (i) all Accounts Receivable; (j) all leasehold interests in the Real Property described in Schedule 3.9(b); (k) all Tangible Personal Property; (l) all Governmental Authorizations of Seller relating to periods after the Closing Date under Automated Systems Business and all pending applications therefor or renewals thereof, in each case to the Assigned Contractsextent transferable to Buyer, as provided including those listed on Schedule 3.17(b); (m) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights to offset in Section 2.6, and any liquidated damages under respect thereof principally related to the Assigned ContractsAutomated Systems Business; and (vn) all claims, causes rights of action Seller to other properties and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of every kind, character and description, tangible or intangible, of every kind and description, owned by Seller, reflected on the Balance Sheet and principally used or held for use in the Automated Systems Business as conducted or proposed by Seller and its Affiliates of whatever natureto be conducted, whether presently except as set forth in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded AssetsSection 2. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), Seller hereby agrees to sell, convey, assign, transfer and convey deliver to BuyerPurchaser at the Closing (as hereinafter defined) and Purchaser hereby agrees to acquire, and Buyer shall purchase from Seller, International Subsidiary and its Affiliatesfor the consideration hereinafter provided, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free properties, rights, titles and clear privileges of all Encumbrances (collectivelySeller of every kind, the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) character and any other Intellectual Property description, whether tangible, intangible, real, personal or mixed, of whatever description and wherever located, involved in, related to, owned, used exclusively or principally held for use or useful in connection with the Businessownership, together use or operation of the System and all other assets of Seller relating to the System whether or not NY-154435.7 Abbeville, SC Purchase Agreement Execution Version required to be listed on Seller's balance sheet in accordance with all goodwill associated therewithgenerally accepted accounting principles, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samplesadditions, designs, prototypes, molds accessions and kits related substitutions made prior to the England national football team and Closing as permitted pursuant to the Manchester City football teamterms of this Agreement (collectively, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person"Assets"), sample books, prototypes, promotional but excluding the Excluded Assets (defined below) and advertising materials (which may be retained in the possession of, used or assets disposed of by Seller between the date hereof and the Closing Date on an arms' length basis in the ordinary course of business. The Assets include, without limitation, the following: (a) all of the real property interests of Seller relating to the extent necessary System (collectively, the "Real Property"); (b) all items of tangible personal property owned, used, held for use or useful by Seller in the operation of the System, including, without limitation, all equipment relating to provide the services contemplated System (collectively, the "Equipment"); and (c) all the rights of Seller under any and all franchises, licenses (including those required by the Transitional Services and License AgreementFCC), archive files permits, authorizations, easements, registrations, leases, variances, consents and certificates and similar rights which authorize or other similar items used exclusively or primarily are required in connection with the Business operation of the System, including any applications for any of the foregoing (collectively, the "Governmental Permits") that are not Intellectual Property obtained from or Excluded Assets; are pending with any federal, state, county, municipal, local or foreign government and any governmental agency, bureau, commission, authority, body, court (iii) or other judicial body), administrative or executive agency, legislative or quasi-legislative body, commission, council or other agency, including any such agency, authority or body responsible for the Contracts listed on Schedule 2.1(a)(iii) issuance or administration of any Governmental Permit or whose consent is required for the sale and transfer of the Assets (the “Assigned Contracts”each, a "Governmental Authority") and all Contract Rights thereunder; (iv) the pro rata portion subscription contracts with subscribers of advances or guaranteed minimum royalty and advertising payments, if any, Seller relating to periods after the Closing Date under System, pole attachment agreements, access agreements and all other contracts, leases, agreements or undertakings (other than those that are included in the Assigned ContractsExcluded Assets or which constitute Governmental Permits), as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether written or not known as of the Closingoral, relating to the ownership ownership, operation or maintenance of the above-listed Purchased Assets, but excluding claims against Buyer with respect to System and/or the transactions contemplated herein. Assets (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies"Contracts").

Assets to be Sold. Except as otherwise provided in Section 1.3, at the closing provided for in Section 2.3 (athe “Closing”), Seller shall sell, assign, transfer and deliver to Purchaser all of the assets, properties, rights and business of Seller of every type and description, real, personal and mixed, tangible and intangible, wherever located and whether or not reflected on the books and records of Seller (all of such assets, properties, rights and business being hereinafter sometimes called the “ Purchased Assets”), including, without limitation: (i) On the terms all machines and subject equipment, any other personal property relating to the conditions Business located at the Premises; (ii) all inventory on hand at the Premises; (iii) all customer information or documentation; (iv) all trade accounts receivable and inventory on hand at located at the Premises and prepaid expenses; (v) all tangible personal property, including all computers, machinery, equipment, furniture, furnishings, leasehold improvements, fixtures, vehicles, structures, any related capitalized items and any other tangible property of this AgreementSeller (collectively, the “ Tangible Property”); (vi) all of the permits, licenses, franchises, registrations, certificates, consents approvals and authorizations by governmental or regulatory bodies; (vii) the books and records of Seller relating to the Purchased Assets; (viii) the goodwill of Seller; (ix) all recipes, tradenames, trademarks, service marks, trade dress, copyrights, patents, formulas and any and all other intellectual and intangible property rights related to, or used in, conducting the Business. (x) all other assets, properties, rights and business of every kind and nature owned or held by Seller, or in which Seller has an interest, on the Closing Date, Parent shall cause the Sellerknown or unknown, International Subsidiary and its Affiliates (which termfixed or unfixed, as used throughout this Agreementxxxxxx or inchoate, includes International Subsidiary)accrued, to sellabsolute, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively contingent or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remediesotherwise, whether or not known as of the Closing, relating specifically referred to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies)Agreement.

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), Seller hereby agrees to sell, convey, assign, transfer and convey deliver to BuyerPurchaser at the Closing (as hereinafter defined) and Purchaser hereby agrees to acquire, and Buyer shall purchase from Seller, International Subsidiary and its Affiliatesfor the consideration hereinafter provided, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, free properties, rights, titles and clear privileges of all Encumbrances (collectivelySeller of every kind, the “Purchased Assets”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) character and any other Intellectual Property description, whether tangible, intangible, real, personal or mixed, of whatever description and wherever located, involved in, related to, owned, used exclusively or principally held for use or useful in connection with the Businessownership, together use or operation of the System and all other assets of Seller relating to the System whether or not required to be listed on Seller's balance sheet in accordance with all goodwill associated therewithgenerally accepted accounting principles, remedies against infringement thereof, and rights to protection of interests provided thereby; (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samplesadditions, designs, prototypes, molds accessions and kits related substitutions made prior to the England national football team and Closing as permitted pursuant to the Manchester City football teamterms of this Agreement (collectively, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person"Assets"), sample books, prototypes, promotional but excluding the Excluded Assets (defined below) and advertising materials (which may be retained in the possession of, used or assets disposed of by Seller between the date hereof and the Closing Date (as hereinafter defined) on an arms' length basis in the ordinary course of business. The Assets include, without limitation, the following: (a) all of the real property interests of Seller relating to the extent necessary System (collectively, the "Real Property"); (b) all items of tangible personal property owned, used, held for use or useful by Seller in the operation of the System, including, without limitation, all equipment relating to provide the services contemplated System (collectively, the "Equipment"); and (c) all the rights of Seller under any and all franchises, licenses (including those required by the Transitional Services and License AgreementFCC), archive files permits, authorizations, easements, registrations, leases, variances, consents and certificates and similar rights which authorize or other similar items used exclusively or primarily are required in connection with the Business operation of the System, including any applications for any of the foregoing (collectively, the "Governmental Permits") that are not Intellectual Property obtained from or Excluded Assets; are pending with any federal, state, county, municipal, local or foreign government and any governmental agency, bureau, commission, authority, body, court (iii) or other judicial body), administrative or executive agency, legislative or quasi-legislative body, commission, council or other agency, including any such agency, authority or body responsible for the Contracts listed on Schedule 2.1(a)(iii) issuance or administration of any Governmental Permit or whose consent is required for the sale and transfer of the Assets (the “Assigned Contracts”each, a "Governmental Authority") and all Contract Rights thereunder; (iv) the pro rata portion subscription contracts with subscribers of advances or guaranteed minimum royalty and advertising payments, if any, Seller relating to periods after the Closing Date under System, pole attachment agreements, access agreements and all other contracts, leases, agreements or undertakings (other than those that are included in the Assigned ContractsExcluded Assets or which constitute Governmental Permits), as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether written or not known as of the Closingoral, relating to the ownership ownership, operation or maintenance of the above-listed Purchased Assets, but excluding claims against Buyer with respect to System and/or the transactions contemplated herein. Assets (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies"Contracts").

Assets to be Sold. The Sellers shall sell and the Purchaser, or its assigns, shall buy the following real and personal property (collectively the "Assets"): (a) On the terms and subject to the conditions of this Agreement, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International SubsidiaryThe Premises described in Exhibit 1.01(a), to sell, assign, transfer and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to including the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”):improvements: (i) the Intellectual Property listed on Schedule 2.1(a)(iMobile Home Park consisting of 290 lots including the "Xxxxxxx Drive Assets" which is leased and operated as an adult congregate living facility, the Sewer Plant (as defined below) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebyCommercial Parcels; (ii) all customer liststhe ACLF, historical samplesconsisting of 120 units/156 beds, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets;operating as a licensed adult congregate care facility; and (iii) the Contracts listed on Schedule 2.1(a)(iiiNursing Home, operating as a skilled nursing facility for 179 beds. (b) (All of Sellers' tenements, hereditaments, easements and rights appurtenant to the “Assigned Contracts”) Premises including, but without limiting the generality thereof, all of the Sellers' rights, titles and interests in and to streets, alleys or other public ways adjacent to the Premises, all utilities operated, easements for public utilities, the sewer plant, all sewers and service drainage systems and easements, all rights, of connection to the sewers, cable TV system, and all Contract Rights thereunderrights of ingress and egress, on the terms conditions and covenants hereinafter set forth; (ivc) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, Except as provided in Section 2.61.02, all personal property located on the Premises including, but not limited to, all furniture, furnishings, fixtures, equipment, patient records, inventory and supplies, including but not limited to dishes, silverware, utensils, lawn and garden machinery, maintenance equipment and tools, computer software and vehicles owned by Sellers and used in connection with the operation of the Premises, which property is listed in Exhibit 1.01(c) (hereafter collectively referred to as the "Personalty"); (d) All of Sellers' leases, contracts and agreements relating to the operation of the Premises described in Exhibit 1.01(d), attached hereto and incorporated herein which leases contracts and agreements shall constitute the "Assumed Contracts"; (e) Sellers' interest in and to the trade names by which any liquidated damages under of the Assigned Premises are known; (f) Any warranties in existence to the premises, the Personalty and the Assumed Contracts; and (vg) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer All goodwill associated with respect to the transactions contemplated hereinSellers. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, Seller shall, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer transfer, convey and convey deliver to BuyerPurchaser or cause to be sold, assigned, transferred, conveyed and delivered to Purchaser, and Buyer Purchaser shall purchase from Seller, International Subsidiary Seller and its Affiliatessubsidiaries, on the Closing Date, all of Seller’s and its subsidiaries’ right, title and interest of Sellerin, International Subsidiary to and its Affiliates in and to under the following assets, free assets and clear of all Encumbrances properties (collectively, the assets to be purchased by Purchaser being collectively referred to as the “Purchased Assets”): (i) all Inventories as of the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided therebyClosing Date; (ii) all customer listsof Seller’s and its subsidiaries’ right, historical samplestitle and interest in, designsto and under the Transferred IP, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related including but not limited to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded AssetsDazzle trademark; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) tooling and all Contract Rights thereundertest equipment related to Transferred Products; (iv) the pro rata portion all rights of advances or guaranteed minimum royalty Seller and advertising payments, if any, relating to periods after its subsidiaries under all Transferred Contracts as of the Closing Date under Date, except to the Assigned Contracts, as provided extent required consents have not been obtained with respect to those Transferred Contracts listed in Section 2.6, and any liquidated damages under the Assigned Contracts; andPart II of Schedule 8.2(f); (v) all claims, causes of action action, choses in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds if any, pertaining to Inventory included on the Closing Statement of Inventory), rights under and pursuant to all warranties, representations and guarantees made by vendors of products, materials or equipment, or components thereof that relate to any of the Assets or Assumed Liabilities, and rights to past, present and future damages for breach, infringement or misappropriation), pertaining to, arising out of, and inuring to the benefit of Seller and its subsidiaries to the extent that they relate to any of the Assets (including all rights to enforce and rights to past, present and future damages for breach, infringement or misappropriation under all proprietary rights agreements pursuant to which employees of Seller and its subsidiaries, including Transferred Employees, have assigned Transferred IP to the Seller and its subsidiaries) or Assumed Liabilities, other than Tax attributes, prepaid Taxes and claims for refunds or credits of Taxes relating to Seller’s operation of the Business prior to the Closing; (vi) copies of all Distribution Channel Participant, vendor and other legal rights mailing or contact lists, including but not limited to lists of registered users of Transferred Products, owned, used, associated with or employed by Seller and remediesits subsidiaries currently used in the Business; (vii) all labels, whether packaging materials, promotional materials, point-of-purchase displays, sales literature, advertising, brochures, user manuals, graphics and artwork (in each case, in paper and electronic format), and UPC codes (or, in each case, the applicable portions thereof) to the extent they relate to the sale of Transferred Products; (viii) copies of all shipping, purchasing, sales and similar records, correspondence, documents and files (in each case in paper or not known as electronic format) owned, associated with or employed by Seller or its subsidiaries or in Seller’s or its subsidiaries’ care, custody, or control used in, or reasonably relating to, the Assets or Assumed Liabilities at the Closing Date, other than organization documents, minute and stock record books and the corporate seal of Seller; and (ix) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or used by Seller and its subsidiaries in connection with, or required for, the conduct of the ClosingBusiness, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect extent that they relate exclusively to the transactions contemplated hereinBusiness and are transferable. The Transferred Contracts shall be assumed by Purchaser free and clear of any Excluded Liabilities related thereto, including any accounts payable and intercompany Liabilities that arise out of events occurring prior to the Closing. (b) There is excluded from The Assets shall exclude the sale following assets owned by Seller and purchase contemplated its subsidiaries (the “Excluded Assets”): (i) all cash, cash equivalents and bank accounts owned by this Agreement Seller and its subsidiaries at the Closing Date; (ii) all assets Receivables; (iii) all furniture, equipment, computers, machinery and other tangible personal property used, owned or held for use by Seller and its subsidiaries at the Closing Date for use in the conduct of the Business, other than tooling and test equipment related to Transferred Products; (iv) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including rights under and pursuant to all warranties, representations and guarantees made by vendors of products, materials or equipment, or components thereof, and rights to past, present and future damages for breach, infringement or misappropriation) to the extent that they relate to any of the Excluded Assets or Excluded Liabilities and any rights to insurance proceeds other than those described in Section 2.1(a)(v); (v) all of the real property owned or leased by Seller and its subsidiaries, together with all buildings and other structures, facilities or improvements currently or hereafter located thereon, all fixtures, systems, equipment and items of personal property of Seller and its Affiliates subsidiaries attached or appurtenant thereto and all easements, licenses, rights and appurtenances relating to the foregoing; (vi) all other assets, intangible or tangible, real or personal that are not included in the Assets; (vii) the capital stock and all other equity interests of whatever natureeach subsidiary of Seller; (viii) Tax attributes, whether presently prepaid Taxes and claims for refunds or credits of Taxes relating to Seller’s operation of the Business prior to the Closing; (ix) the rights to receive all royalty credits, rebates or paybacks arising under any Transferred Contract with respect to Product Returns of Transferred Products that were shipped prior to the Closing; (x) all assets, rights and claims of every kind and nature used or intended to be used in existence the operation of, or arising hereafterresiding with, the Media Reader Business or the SCM Security Business other than the Purchased Assets, including without limitation, the Excluded Assets.Video Business Shared IP; (cxi) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and Contracts other than Transferred Contracts; and (xii) all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more rights of its Subsidiaries to purchase any or all of the US Assets, Seller under this Agreement and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies)Ancillary Agreements.

Assets to be Sold. (a) On Subject to the terms and subject to the conditions of this Agreementherein, on the Closing Date, Parent Seller shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer and convey to Buyerassign, and Buyer shall purchase from Sellerpurchase, International Subsidiary pay for and its Affiliatesreceive, all of Seller’s right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assetsfollowing, free save and clear except the Excluded Assets: (i) the oil and gas leases, oil, gas and mineral leases, working interests, production payments, net profits interests, fee mineral interests, royalty interests, overriding royalty interests, non-working and carried interests, reversionary interests, possibilities of reverter, conversion rights and options, operating rights and other interests in land described or referred to in Exhibit “A”, together with all Encumbrances of Seller’s other rights, titles and interests in and to the above-described properties (collectively, the “Purchased AssetsLeases”): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business), together with all goodwill associated therewithlands, remedies against infringement thereofleases and minerals that may be allocated to, pooled, unitized or communitized with any of the Leases, together with a corresponding part of all oil and rights gas pooling and unitization agreements, declarations, designations and orders relating to protection of interests provided therebythe Leases (such pooled or unitized areas being, collectively, the “Units”); (ii) any and all customer listsoil and gas xxxxx, historical samplessalt water disposal xxxxx, designsinjection xxxxx and other xxxxx and wellbores, prototypeswhether abandoned, molds not abandoned, plugged or unplugged, located on the Leases or within the Units, together with all of Seller’s other rights, titles and kits interests in and to the above-described xxxxx and Units (collectively, the “Xxxxx”), including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Personthose Xxxxx identified on Exhibit “A”), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) all easements, rights-of-way, servitudes, lands, surface and subsurface lease agreements, surface use agreements and other rights or agreements related to the Contracts listed on Schedule 2.1(a)(iii) use of the surface and subsurface, in each case to the extent used in connection with the exploration, development or operation of the Leases, Units or Xxxxx, including, without limitation those rights and interests described or referred to in Exhibit “B” (the “Assigned ContractsSurface Interests”) and all Contract Rights thereunder); (iv) the pro rata portion of advances or guaranteed minimum royalty all structures, facilities, wellheads, tanks, pumps, compressors, separators, equipment, machinery, fixtures, flowlines, gathering lines, materials, improvements, workover rigs, SCADA hardware and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, software and any liquidated damages under other personal property located on or used in the Assigned Contracts; andexploration, development or operation of the Leases, Units or Xxxxx (collectively, the “Personal Property”); (v) all claimsnatural gas, causes of action casinghead gas, drip gasoline, natural gasoline, natural gas liquids, condensate, products, crude oil and other legal rights and remedieshydrocarbons, whether gaseous or liquid (the “Hydrocarbons”), produced and saved from, or allocable to, the Leases, Units or Xxxxx from and after the Effective Time (the “Sale Hydrocarbons”); (vi) to the extent transferable and not known including the Leases, all licenses, permits, contracts, pooling, unitization and communitization agreements, operating agreements, processing agreements, division orders, farm-in and farm-out agreements, rental agreements, equipment lease agreements and all other agreements of any kind or nature, whether recorded or unrecorded relating to the Assets, including, without limitation, those agreements identified in Schedule 1.1 (a)(vi), (the “Contracts”); (vii) all original records, books, files, lease files, land files, abstracts, title opinions, production records, well files, accounting records, seismic records and surveys, gravity maps, electronic logs, geological or geophysical data and records, and other records, books, files, documents and data (whether tangible, electronic, or in any other medium or format) of every kind and description, directly relating to the Leases, Surface Interests, Xxxxx, Sale Hydrocarbons, Contracts, Personal Property, Imbalances and the interests described in subpart (ix) below in the possession, or within the reasonable control, of Seller, including, without limitation, any engineering, geophysical and geological reports, Seller’s proprietary log data and Seller’s behind pipe potential analysis, and other technical data, regulatory filings, magnetic tapes, interpretations and other analysis, royalty and accounting records, and other books, records and files that relate to the Assets (the “Records”); provided, however, that Seller may keep, at Seller’s expense, copies of the Records, subject to the confidentiality obligations set forth in Section 11.10 below; (viii) all Imbalances (as defined in Section 11.1) as of the ClosingEffective Time, and all Hydrocarbons produced prior to the Effective Time from, or allocable to, the Leases, Units and Xxxxx, but in storage or upstream of the applicable sales meter at the Effective Time (the “Stock Hydrocarbons”), together with all accounts receivable with respect thereto; and (ix) all geological and geophysical data relating to the ownership Assets, excluding data that is interpretive in nature and data which cannot be transferred without the payment to any third party; provided, that Seller will cooperate with Buyer to obtain any such transfer-restricted data at the sole expense of Buyer, including but not limited to maps, proprietary and non- proprietary logs, behind pipe analysis, magnetic tapes, raw and processed and reprocessed data, field data, stack and migrated versions of the above-listed Purchased Assetsdata, but excluding claims against Buyer as well as all support data thereto, including digital shotpoint, receiver, and bin center locations, stacking velocities, surveying and shothole drilling information and any other information relating to seismic data; provided, however, that Buyer’s right with respect to any licensed or third party geological and geophysical data acquired as part of the transactions contemplated hereinAssets shall be limited, in each case, to the extent such data may be assigned without the payment of any fee (unless paid by Buyer), and to the extent the disclosure of such data is not restricted by the terms of any confidentiality, license or similar agreement. Any such data conveyed hereunder shall be subject to all the terms and conditions of any valid and existing third-party license or similar agreement relating to such data. Seller shall have no obligation to pay any fee or other consideration in order to assign any data to Buyer. (x) All rights of Seller in that certain office lease dated September 4, 2012, by and between Garfield Business Center, LLC, as lessor, and Seller, as lessee, covering certain leased premises located at Xxxxx 000X, 0000 X. Xxxxxxxx Street, Midland, Texas 79705 but expressly excluding all office furniture, personal equipment, fixtures, inventory and improvements owned, leased, rented or used in connection with such office, provided that consent to assign is obtained prior to Closing; (xi) All of Seller’s right, title and interest derived from that certain Asset Purchase Agreement dated September 25, 2012, between Petro Canyon Energy, LLC and Double Eagle Development, LLC, as seller, and Xxxxxxxx Oil & Gas, LP, as buyer (the “RCVC Agreement”) pursuant to which Xxxxxxxx acquired an electronic database of the public records of Xxxxxx County, Texas provided that consent to assign is obtained prior to Closing and that Buyer pays Seller an additional Six Hundred Thousand Dollars ($600,000.00) as an upward adjustment to the Purchase Price at Closing. All such Leases, Units, Xxxxx, Surface Interests, Personal Property, Sale Hydrocarbons, Contracts, Records, Stock Hydrocarbons and other assets described above are hereinafter collectively referred to as the “Assets” or, when used individually, an “Asset.” (b) There is excluded from The risk of loss and transfer of possession and control of the sale Assets shall occur and purchase contemplated by be made at Closing, but for certain accounting and price adjustments, as well as for allocating certain liabilities, described in this Agreement all assets of Agreement, as between Seller and its Affiliates Buyer, transfer of whatever nature, whether presently in existence or arising hereafter, other than ownership and title to the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer Assets shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all be made effective as of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies)Effective Time.

Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, Sellers shall, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer transfer, convey and convey deliver to BuyerUrologix, or to such Affiliate or Affiliates of Urologix, as Urologix may designate in writing to EDAP (collectively, "Urologix Affiliates"), and Buyer Urologix shall purchase or shall cause one of the Urologix Affiliates to purchase from Seller, International Subsidiary and its Affiliates, the Sellers on the Closing Date all of the right, title and interest of Seller, International Subsidiary and its Affiliates the Sellers in and to the following assets, free properties, rights and clear goodwill of all Encumbrances every kind and description and wherever located, whether tangible or intangible, owned by the Sellers which are used or held for use in the Business (collectivelyas herein defined), other than the Excluded Assets (the assets to be purchased by Urologix or the Urologix Affiliates pursuant to this Section 1.1 being referred to as the "Assets"), including, without limitation, the “Purchased Assets”):following: (i) all equipment, machinery, molds, tools and dies and other tangible personal property, including all CPP units and other units at customer locations, whether on loan or consignment and wherever located, used or held for use by a Seller (or such Seller's vendors or customers) and used in the Intellectual Property Business or otherwise owned or held by a (a) (i), but excluding assets listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby1.1(b)(xii); (ii) all customer listsraw materials, historical sampleswork-in-process, designsspare parts and finished goods inventories of the Business (the "Inventory") on the Closing Date which are not located in France, prototypesand, molds and kits as of the Closing Date, all parts of all Products (including, without limitation, all historical samples, designs, prototypes, molds and kits related disposables) to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained sold in the possession ofordinary course of the Business, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement)merchandise, archive files supplies or other similar items personal property used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded AssetsBusiness; (iii) the Contracts all U.S. third-party accounts and notes receivable, excluding accounts and notes receivable from American MedTech Services, Inc. ("MedTech") and those listed on Schedule 2.1(a)(iii1.1(b)(xiii), but including those receivables listed on Schedule 1.1(a)(iii), and the US$370,000 intercompany receivable (labeled as Other Current Assets on Sellers' March 31, 2000 balance sheet) (the “Assigned Contracts”"Intercompany Receivable") and all Contract Rights thereunderof the Sellers arising from the conduct of the Business before the Closing Date; (iv) all books of account, general and financial records, personnel records related to any Transferred Employee, invoices, shipping records, supplier lists, device history records, clinical study records, test data, manufacturing records, traceability records, device master records for each of the pro rata portion of advances Products, regulatory documents, premarket approval ("PMA") files, including all approved and pending amendments and supplements and product materials prepared for, or guaranteed minimum royalty submitted to, other governments and advertising paymentsany files related to approvals by such governments, if anyrecords, reports and correspondence, laboratory notes, research records, correspondence and other documents, records, data files and service manuals and any rights thereto used in, or relating to periods after to, the Business (with unrelated information redacted) on the Closing Date under Date; provided that, within EDAP's reasonable discretion, EDAP may retain originals of any of the Assigned Contractsitems listed in this Section 1.1(a)(iv), as provided in Section 2.6other than such original items which Urologix shall be required by law to retain, and provided further that any liquidated damages under information retained by EDAP shall be subject to the Assigned Contracts; andterms of Section 7.5; (v) all claims, causes of action action, choses in action, rights of recovery and rights of set-off of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof), pertaining to, arising out of, and enuring to the benefit, of any Seller and relating to the Assets and the Business and relating to occurrences prior to the Closing Date, to the extent not expended for the repair or restoration of such Assets prior to the Closing Date; (vi) all sales and promotional literature, customer lists artwork, and other legal sales-related materials owned, used, associated with or employed by and used in the Business on the Closing Date; (vii) all rights of each Seller under the contracts, licenses, sublicenses, agreements, leases, commitments and remedies, whether or sales orders for Products not known as of delivered prior to the Closing, relating in each case listed on Schedule 1.1(a)(vii), including all prepaid royalties related to the ownership same, and any sales order placed in the ordinary course of business after the date hereof and prior to the Closing which is disclosed to Urologix at or prior to Closing and accepted by Urologix (collectively, the "Assumed Contracts"); (viii) all U.S. and foreign patents, trademarks, service marks, trade names, copyrights, registrations and applications for registration with respect to any of the aboveforegoing, including but not limited to those items listed on Schedule 1.1(a)(viii), trade secrets, know-listed Purchased Assetshow, but excluding claims against Buyer product designs and design specifications, drawings, bills of material and engineering documentation and other intellectual property owned by any Seller and used in the Business on the Closing Date; (ix) all product approvals, clearances, registrations, permits, consents, waivers, certificates, listings and exemptions submitted to or granted by a regulatory authority, foreign or domestic, for the purpose of allowing the manufacture, sale or distribution of a product of the Business, and all correspondence with and other permits, orders, certificates, authorizations or approvals of any supranational, national, federal, state, provincial or local, domestic or foreign, governmental authority or regulatory agency held by a Seller in respect of the Business; (x) computer software and firmware used in the Business; and (xi) all goodwill of the Sellers with respect to the transactions contemplated hereinBusiness on the Closing Date. (b) There is excluded from Notwithstanding any provision of Section 1.1(a) to the sale contrary, the Assets shall exclude the following assets owned by one or more of the Sellers (the "Excluded Assets"): (i) all cash, cash equivalents and bank accounts owned by each Seller at the Closing Date; (ii) all raw materials, work-in-process, finished goods and spare parts inventories which are located in France used in the Business and all purchase contemplated orders and other commitments for raw materials and contract work with regard to the same; (iii) the shares of capital stock of each Seller or any Subsidiary thereof and the corporate books and records of each Seller; (iv) all rights of each Seller under this Agreement; (v) any and all interests in real property owned or leased by this Agreement all any Seller; (vi) any assets of Seller and its Affiliates of whatever natureany Employee Benefit Plan; (vii) any contract, whether presently in existence license, lease or arising hereafterother agreement not set forth on Schedule 1.1(a)(vii), other than the Purchased Assetsincluding, including without limitation, those contracts, licenses, leases and other agreements set forth in Schedule 1.1(b)(vii) and any Assumed Contract which is not assignable to Urologix; (viii) all advances, deposits, loans, prepaid interest and other prepaid expenses of all kinds of the Excluded AssetsBusiness; (ix) all permits and licenses (including, without limitation, all environmental permits and licenses) related to the ownership or use of real property owned or leased by any Seller; (x) all personnel records related to any employee or former employee of any Seller who is not a Transferred Employee; (xi) tax records; (xii) production and accounting software and other assets listed on Schedule 1.1(b)(xii); and (xiii) the accounts and notes receivable listed on Schedule 1.1(b)(xiii). (c) The US Buyer There shall purchase be included in the Assets, for all purposes of this Agreement, all assets of the type described in Section 1.1(a), other than subsection (iii) thereof, which are owned by any and EDAP Affiliates for use in the Business. Except as provided herein or in any agreement referred herein, physical possession of such Assets shall be transferred only as requested by Urologix. Prior to Closing, EDAP agrees to cause such EDAP Affiliates to transfer all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not title and interest in such assets to EDAP, free and clear of all Liens. On the obligationClosing, EDAP shall transfer all right, title and interest in such assets to designate one or more Urologix, free and clear of its Subsidiaries all Liens. After Closing, all tools and dies shall stay in the possession of French Subsidiary to purchase any or all be utilized as provided in the Supply and Transition and Technology Transfer Agreements. All Kits, other than those held by EDAP's Japanese subsidiary, shall be shipped to Urologix's facility in Minneapolis, Minnesota immediately after Closing. Kits and spare parts held by EDAP's Japanese subsidiary shall be held by such subsidiary and sold by Urologix to such subsidiary under the terms of the US AssetsInternational Distribution Agreement. Except as provided above, EDAP shall cause all spare parts to be held by the EDAP Affiliates and to be first utilized, without charge to Urologix, as applicable to meet the service or sales needs of Urologix, and the Global Buyer shall have the right, but not the obligation, for no other purpose unless agreed to designate one or more in writing by Urologix. (d) EDAP may retain copies of its Subsidiaries to purchase any or all those categories of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(iesdocuments identified on Schedule 1.1(d).

Assets to be Sold. (a) On Upon the terms and subject to the conditions of this Agreement, on at the Closing Dateclosing provided for in Section 2.06 (the “Closing”), Parent (a) Xxxxxx shall, and DESC and the JV Entities shall cause the SellerXxxxxx to, International Subsidiary and its Affiliates (which termsell, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all of the right, title and interest of SellerXxxxxx in the Real Property, International Subsidiary and its Affiliates (b) DESC and the JV Entities shall sell, convey, assign, transfer and deliver to Buyer all of the right, title and interest of DESC and the JV Entities in and to all of the following assets, properties, licenses and agreements of every kind, character and description, whether tangible, intangible, real, personal or mixed, and wheresoever located, other than the Excluded Assets, that are used in the conduct of the Business as presently conducted as of the date hereof (collectively, and together with the Real Property, the “Assets”), in each case free and clear of all Encumbrances (collectivelyLiens other than Permitted Liens, including without limitation, all of the “Purchased Assets”):following: (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the BusinessAll buildings, together with all goodwill associated therewithimprovements, remedies against infringement thereofplants, and rights to protection of interests provided therebyfacilities located on the Real Property; (ii) All tangible personal property, including all customer listsfurniture, historical samplesfixtures, designscomputer equipment, prototypesfurnishings, molds tools, molds, machinery, spare parts, and kits (includingequipment owned by DESC or any of the JV Entities and currently used in the Business, including without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Personmotor vehicle set forth on Schedule 2.01(b)(ii), sample books, prototypes, promotional and advertising materials as well as all manufacturers’ warranties associated with such items (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated such warranties are assignable by the Transitional Services and License Agreementtheir terms), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) All inventory (including warehoused, shipped and unbilled and consigned inventories, inventories located at the Contracts listed real property leased by Xxxxxx and adjacent to the Real Property, and inventories covered by purchase orders), work-in-process, components, finished goods, parts, scrap, containers, packaging materials, supplies, raw materials, and other similar items owned by DESC or any of the JV Entities and currently used in the Business, as well as all manufacturers’ warranties associated with such items (to the extent such warranties are assignable by their terms); (iv) All of the Intellectual Property identified on Schedule 2.1(a)(iii2.01(b)(iv) (the “Transferred Intellectual Property”); (v) Subject to Section 3.04(e), all the assets relating to the Plan to be transferred to Buyer pursuant to such Section 3.04(e); (vi) Subject to Section 2.10, all rights under the contracts, licenses, agreements, and leases that are identified on Schedule 2.01(b)(vi) (the “Assigned Contracts”) and all Contract Rights thereunder); (ivvii) Subject to Section 2.10, all franchises, licenses, permits, certificates, approvals and other authorizations of any governmental authority (including, the pro rata portion of advances or guaranteed minimum royalty rights to well water usage and advertising payments, if any, discharge relating to periods after the Closing Date under Real Property) that are identified on Schedule 2.01(b)(vii) (the “Assigned ContractsPermits”); (viii) All readily available books, as provided in Section 2.6records, and other documents (whether on paper, computer diskette, tape or other storage media) (“Books and Records”) owned by DESC or any liquidated damages under of the Assigned ContractsJV Entities and relating primarily to the Assets, the Assumed Liabilities or the operation of the Business, including but not limited to, property records, import records and pediments, production records, engineering records, engineering drawings, environmental compliance records, purchase and sale records, marketing, advertising, and promotional materials, personnel and payroll records, customer lists, customer records, accounting records, fixed asset lists, supplier lists, parts lists, manuals, technical and repair data, correspondence, files and any similar items, and all Books and Records relating to Business Employees, and to the purchase of materials by, and supplies and services for, the Business; (ix) All credits, security deposits, refunds, rebates, prepaid items, and advance payments relating to the Assets; (x) All stationery, forms, labels, shipping materials, brochures, art work, photographs, advertising materials and any similar items currently used in the operation of the Business; (xi) All telephone numbers, including any toll-free telephone numbers and lines, currently used in the operation of the Business; and (vxii) all All claims, causes of action and other legal rights and remedies, whether or not known as of to the Closing, extent relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence any other Asset or arising hereafter, other than the Purchased Assetsany Assumed Liability, including without limitation, all guarantees, warranties, indemnities and similar rights in favor of any of DESC or the Excluded Assets. JV Entities in respect of any such other Asset or any such Assumed Liability (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligationin each case, to designate one or more of its Subsidiaries to purchase any or all of the US Assetsextent such guarantees, warranties, indemnities and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(iessimilar rights are transferable by their terms).

Assets to be Sold. (a) On Upon the terms and subject to the conditions of set forth in this Agreement, on at the Closing DateClosing, Parent shall cause but effective as of the SellerEffective Time, International Subsidiary and its Affiliates (which termthe Company will sell, as used throughout this Agreement, includes International Subsidiary), to sellconvey, assign, transfer and convey deliver to Buyerthe Purchaser, and Buyer shall the Purchaser will purchase and acquire from Seller, International Subsidiary the Company free and its Affiliatesclear of any Liens, all of the Company’s right, title and interest in all of Sellerthe properties and assets of the Company, International Subsidiary and its Affiliates in and to excluding only the Excluded Assets, including, but not limited to, the following assets, free and clear of all Encumbrances (collectively, the “Purchased Assets”): (ia) all fixed assets and items of machinery, equipment, furniture, and all other tangible personal property of the Company, including without limitation those items set forth on Schedule 1.1(a); (b) all rights existing under all Company Contracts, excluding those identified as Excluded Assets, but including without limitation those set forth on Schedule 1.1(b) (“Purchased Contracts”); (c) all files, lists and records, in whatever form or medium, of customers (whether past or current), suppliers, distributors, and agents, with respect to the Assets and Business, including without limitation quotation and purchase records and all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or written materials with respect to the Assets and Business; (d) all inventory, wherever located, including all raw materials, spare goods and all other materials and supplies to be used in the production and service of the Company’s products, including without limitation the inventory set forth on Schedule 1.1(d) (the “Inventory”); (e) all intangible personal property of any kind or character of the Company, including without limitation all claims, deposits, warranties, guarantees, refunds, rebates, judgments, demands, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature with respect to the Assets, whether fixed or contingent, including any liens or other rights to payment or to enforce payment in connection with products or services delivered by the Company in connection with the Business; (f) all of the Company’s Intellectual Property, including without limitation the Intellectual Property listed identified on Schedule 2.1(a)(i) 1.1(f), including, but not limited to, licenses and any other Intellectual Property sublicenses granted and obtained with respect thereto related to the Business, all corporate and trade names used exclusively or principally in connection with the Business, together the Company’s telephone and fax numbers, social media accounts, domain name and website and any content (including any copyright therein), all passwords and similar access requirements with respect thereto, and all goodwill associated therewith, including rights thereunder, remedies against infringement infringements thereof, and rights to protection of interests provided therebytherein; (iig) all customer listsPermits, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreementassignable, listed on Schedule 1.1(g), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iiih) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) all billed and unbilled accounts receivable and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer correspondence with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assetsthereto, including without limitation, all trade accounts receivable, notes receivable from customers, and all other obligations from customers, including without limitation the Excluded Assets.items listed on Schedule 1.1(h) (the “Accounts Receivable”); (ci) The US Buyer shall purchase all insurance and warranty proceeds received after the Closing Date with respect to damage, non-conformance of or loss to the Assets or with respect to the Assets or the Assumed Liabilities; (j) all prepayments, credits, loans to employees, prepaid expenses and similar assets; (k) any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have other asset, property, or right of a Seller, tangible or intangible, used in the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all conduct of the US Assets, Business; and (l) all goodwill and going concern value associated with the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all Company’s operation of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies)Business.

Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, the Company shall, and with respect to any of the Classic Contracts which have theretofore not been transferred to the Company in accordance with Section 6.19 hereof, Classic shall (or shall cause its Affiliates party thereto to), on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to sell, assign, transfer transfer, convey and convey deliver to Buyerthe Purchaser or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser, and Buyer the Purchaser shall purchase from Sellerthe Company (or Classic, International Subsidiary and its Affiliatesas applicable, for no additional consideration), on the Closing Date, all the assets, properties, goodwill and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, directly or indirectly owned by the Company or to which it is directly or indirectly entitled and, in any case, belonging to or used or intended to be used in the Business, other than the Excluded Assets (the assets to be purchased by the Purchaser being referred to as the "Assets"), including, without limitation, the following: (i) the Business as a going concern; (ii) all rights in respect of leased real property; (iii) all furniture, fixtures, equipment, machinery and other tangible personal property used or held for use by the Company at the locations at which the Business is conducted, or otherwise owned or held by the Company at the Closing Date for use in the conduct of the Business and not otherwise included in clause (ii) above; (iv) all vehicles; (v) all cash, cash equivalents and bank accounts (other than the Purchase Price Bank Account) owned by the Company at the Closing Date; (vi) all Receivables; (vii) all books of account, general, financial, tax and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and all computer software and programs and any rights thereto owned, associated with or employed by the Company or used in, or relating to, the Business at the Closing Date, other than organization documents, minute and stock record books and the corporate seal of the Company; (viii) the goodwill of the Company relating to the Business; (ix) all the Company's right, title and interest in, to and under the Owned Intellectual Property and the Licensed Intellectual Property; (x) except for the Excluded Assets, all claims, causes of Selleraction, International Subsidiary choses in action, rights of recovery and its Affiliates in rights of set-off of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof), pertaining to, arising out of, and ensuring to the following assetsbenefit of the Company; (xi) all sales and promotional literature, free customer lists and clear other sales-related materials owned, used, associated with or employed by the Company at the Closing Date; (xii) except for the Excluded Assets, all rights of the Company under all Encumbrances contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all commitments, bids and offers (to the extent such offers are transferable) (collectively, the “Purchased "Company Contracts"); (xiii) except for the Excluded Assets”, all rights of Classic (or its Affiliates, other than the Company) under all contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all commitments, bids and offers (to the extent such offers are transferable) which relate to, or are required for, the Business, other than (1) employment agreements or independent contractor or consulting agreements or arrangements, (2) those Letters of Credit and the contracts or agreements related thereto which are not transferred to the Purchaser, (3) insurance contracts, (4) employee benefit plans or (5) to the extent that the Purchaser would be bound by the exclusivity provisions thereof upon the assignment of such contract, the Tour Operator Agreement, dated August 9, 2001, between the Hertz Corporation and Classic (those contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders which are included among the Assets, being, collectively, the "Classic Contracts"); (xiv) all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or used by the Company in connection with, or required for, the Business, to the extent transferable; and (xv) except for the Excluded Assets, all the Company's right, title and interest on the Closing Date in, to and under all other assets, rights and claims of every kind and nature used or intended to be used in the operation of, or residing with, the Business. (b) The Assets shall exclude the following assets owned by the Company (the "Excluded Assets"): (i) the Intellectual Property listed on Schedule 2.1(a)(i) and any other Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill associated therewith, remedies against infringement thereof, and rights to protection of interests provided thereby;Purchase Price Bank Account; and (ii) all customer lists, historical samples, designs, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to rights of the England national football team Company under this Agreement and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated hereinAncillary Agreements. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On In reliance on the terms representations and warranties contained herein and subject to the terms and conditions of this Agreementhereof, on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to Company will sell, assign, transfer assign and convey to Buyer, and Buyer shall purchase from Seller, International Subsidiary and its Affiliates, all right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assetsdeliver, free and clear of all Encumbrances Claims and Encumbrances, to Purchaser, and Purchaser will purchase from the Company at the Closing (as such term and certain other capitalized terms are defined in Section 10 hereof), subject to Section 1.2 hereof, all of the tangible and intangible assets of the Company as the same may exist on the Closing Date relating to Grow (collectively the "Assets"), including without limitation the following: (a) all of the Company's rights to sell and distribute Grow and the good will associated therewith; (b) all of the Company's rights in any and all patents, trademarks, trade names and logos (including registrations and applications for registration of any of them) now or previously used by the Company in connection with Grow, including without limitation the registered patents and/or trademarks listed on Schedule 4.14 to this Agreement, together with the good will of the business associated with such trademarks, trade names and logos; (c) all copyrights (including any registrations and applications for registration of those copyrights) relating to Grow, including but not limited to the copyrights listed on Schedule 4.14 hereto; (d) all past and current mailing lists and customer lists relating to Grow and all materials used for the development thereof; (e) all books, records, files and data and proprietary information relating to Grow; 3 (f) all intermediate and final software content and programs and source disks, master diskettes, program documentation tapes, manuals, forms, guides and other documentation and materials with respect thereto owned by the Company and copies of the foregoing which the Company has a right to copy but does not own, including without limitation the items described on Schedule 4.8 hereto, (g) all inventories of Grow, raw materials, work in process, finished products and supplies (collectively, . the “Purchased Assets”):"Inventory") including any Inventory held at any location controlled by the Company and Inventory previously purchased and in transit to the Company at such locations; (h) all Grow-related goods or other products under research or development prior to or on the Closing Date (all of which shall be deemed to be included in Grow); (i) subject to the Intellectual Property terms of Section 6.4 hereof, all of the rights of the Company under all licenses, orders, commitments, contracts, arrangements and other agreements relating to Grow, including without limitation (A) all purchase orders and (B) those items listed on Schedule 2.1(a)(i4.7 hereto (other than those agreements listed in Schedule 4.7 under the Section titled "Agreements Not Assumed") and any the Company's right to receive payment for Grow or services rendered pursuant to or in connection therewith, to receive goods and services pursuant to, and to assert claims and take other Intellectual Property used exclusively rightful actions in respect of breaches, defaults and other violations of, such contracts; (j) to the extent the same are transferable, all federal, state or principally local governmental or regulatory permits, licenses, approvals and franchises which are owned or have been received by the Company in connection with the BusinessGrow (collectively, together with all goodwill associated therewith"Permits"), remedies against infringement thereof, and rights to protection of interests provided therebyincluding without limitation Permits which are listed on Schedule 4.7 hereto; (iik) all customer listsGrow-related goodwill of the Company and all other rights, historical samplesproperties and assets not otherwise described in this Agreement of any character whatsoever, designswherever located, prototypes, molds and kits (including, without limitation, all historical samples, designs, prototypes, molds and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed on Schedule 2.1(a)(iii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iv) the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, and any liquidated damages under the Assigned Contracts; and (v) all claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is expressly excluded from the sale and purchase contemplated Assets by terms of this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded AssetsAgreement. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).

Assets to be Sold. (a) On the terms and subject to the conditions of this Agreement, the Seller shall on the Closing Date, Parent shall cause the Seller, International Subsidiary and its Affiliates (which term, as used throughout this Agreement, includes International Subsidiary), to Date sell, assign, transfer and convey to BuyerBuyer (and shall cause its Affiliates to sell, assign, transfer or convey, as applicable), and Buyer shall purchase from Seller, International Subsidiary the Seller and its Affiliates, on the Closing Date all of the Seller’s and its Affiliates’ right, title and interest of Seller, International Subsidiary and its Affiliates in and to the following assets, assets of the Seller or one of its Affiliates free and clear of all Encumbrances (collectively, the “Purchased Assets”): (i) All Intangibles owned by the Intellectual Property Seller or one of its Affiliates relating to or used in connection with the Business (other than the Excluded Assets), which includes without limitation those Intangibles listed on Schedule 2.1(a)(i) ), and any other all Intellectual Property used exclusively or principally in connection with the Business, together with all goodwill Rights associated therewith, all goodwill, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringement infringements thereof, and rights to protection of interests provided therebytherein under the laws of all jurisdictions; (ii) all customer listsAll of the Seller’s or its Affiliates’ rights, historical samples, designs, prototypes, molds powers and kits (including, without limitation, all historical samples, designs, prototypes, molds privileges in and kits related to the England national football team and the Manchester City football team, it being understood that such materials are for archival purposes only and not for any use that violates the Intellectual Property rights of any Person), sample books, prototypes, promotional and advertising materials (which may be retained in the possession of, used or disposed of by Seller to the extent necessary to provide the services contemplated by the Transitional Services and License Agreement), archive files or other similar items used exclusively or primarily in connection with the Business that are not Intellectual Property or Excluded Assets; (iii) the Contracts listed described on Schedule 2.1(a)(iii2.1(a)(ii) (the “Assigned Contracts”) and all Contract Rights thereunder; (iii) The Real Property leased by the Seller or one of its Affiliates listed on Schedule 2.1(a)(iii) (the “Leased Real Property”), including all right and interest, if any, in and to all Leasehold Improvements and all personal property and interests (including furniture and office furnishings) located at the Leased Real Property; (iv) All historical samples, sample books, prototypes, archive files or other similar items used in or related to the Business that are not Intangibles or Excluded Assets; (v) All prepaid assets, including the pro rata portion of advances or guaranteed minimum royalty and advertising payments, if any, payments relating to periods after the Closing Date under the Assigned Contracts, as provided in Section 2.6, Contracts or payments under terminated license agreements related to the Marks (which are Purchased Assets) with payments due post-Closing and any liquidated damages under the Assigned ContractsContracts and the signing bonuses, marketing fees and other one time payments paid pursuant to those Contracts listed on Schedule 2.1(a)(v); and (vvi) all All of the Seller’s and its Affiliates’ claims, causes of action and other legal rights and remedies, whether or not known as of the Closing, relating to the Seller’s or one of its Affiliates’ ownership of the above-listed Purchased Assets, but excluding claims against Buyer with respect to the transactions contemplated herein. (b) There is excluded from the sale and purchase contemplated by this Agreement all assets of Seller and its Affiliates of whatever nature, whether presently in existence or arising hereafter, other than the Purchased Assets, including without limitation, the Excluded Assets. (c) The US Buyer shall purchase any and all US Assets hereunder and Global Buyer shall purchase any and all Global Assets hereunder. The US Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the US Assets, and the Global Buyer shall have the right, but not the obligation, to designate one or more of its Subsidiaries to purchase any or all of the Global Assets or to become the employer of any Accepting Employees, in which case the term “Buyer” in this Agreement shall be deemed to include such designated Subsidiary(ies).