Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal property and assets, tangible and intangible, of every kind and description, wherever located, used solely in connection with the Business, including in each case the following (but excluding the Excluded Assets): (a) all Tangible Personal Property; (b) all Inventories; (c) all Accounts Receivable; (d) all Seller Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Business; (e) all Governmental Authorizations relating to the business of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer; (f) all data and Records related to the business of the Business, including client and customer lists and Records, referral sources, 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, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f); (g) all of the intangible rights and property of Seller used in connection with or otherwise relating to the Business, including Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listings; (h) all rights of Seller relating to deposits and prepaid expenses of the Business, claims for refunds and rights to offset in respect thereof that are not excluded under Section 2.2(g); and

Assets to be Sold. Upon (a) On the terms and subject to the conditions set forth in of this Agreement, at Subsidiary shall, on the ClosingClosing Date, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer transfer, convey and deliver to BuyerAcquisition Sub, and Buyer Acquisition Sub shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbranceson the Closing Date, all of Seller's the right, title and interest of Subsidiary in the assets, properties, licenses, leases, rights and goodwill of every kind and description and wherever located, whether tangible or intangible, owned by, or licensed or leased to and transferable by, Subsidiary on the Closing Date, other than the Excluded Assets (the assets to be purchased by Acquisition Sub pursuant to this Section 1.1(a) being referred to as the "Subsidiary Assets," and, together with the Parent Assets, the "Assets"), including, without limitation, the following: (i) all furniture, fixtures, equipment, machinery, molds, tools and dies, vehicles and other tangible personal property property, including, but not limited to the tangible assets listed on Schedule 1.1 (a) (i); (ii) all raw materials, work-in-process, spare parts, packaging, supplies and assets located at any finished goods inventories (the "Inventory"); (iii) all third-party accounts and notes receivable of Subsidiary arising from the conduct of the Facilities Business on or before the Closing Date; (iv) all of Subsidiary's business records and used in connection with or otherwise files relating to the Business, including without limitation, books of account, general and financial records, personnel records related to any Transferred Employee (iito the extent that the transfer of such records is permitted under law), customer lists and records, sales information, invoices, shipping records, supplier lists, device history records, clinical study records, test data, manufacturing records, product designs and design specifications, drawings, bills of material and engineering documentation, traceability records, device master records for each of the Subsidiary Products, regulatory documents, 510(k) files, including all approved and pending amendments and supplements and product materials prepared for, or submitted to, other governments and any files related to approvals by such governments, records, 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, the Business on whatever media such records or copies are maintained (the "Business Records"); (v) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind (including warranty rights but excluding insurance proceeds) of Subsidiary that relate to the Assets or the Business; (vi) all sales and promotional literature, catalogs, trade show materials and displays, the content of the portion of the Biomec.com internet site that relates to Subsidiary, artwork and other personal property sales-related materials owned, used, associated with or employed by Subsidiary; (vii) all rights of Subsidiary under contracts, agreements, commitments and assetsother arrangements, tangible whether oral or written, listed on Schedule 1.1(a)(vii) and intangibleall other contracts or orders for the sale of goods or services of the Business entered into by Subsidiary (collectively, the "Assumed Contracts"); (viii) all of every kind Subsidiary's interest in all incomplete or unfilled contracts, commitments and descriptionorders issued for the purchase by Subsidiary of supplies, wherever locatedparts, components, raw materials and finished products to the extent listed on Schedule 1.1(a)(viii) and all other contracts, commitments and orders for the purchase of such items entered into by Subsidiary (the "Purchase Orders"); (ix) all of Subsidiary's interest in Intellectual Property that is used solely in connection with or held for, or necessary to the conduct of, the Business, including in each case but not limited to those items listed on Schedule 1.1(a)(ix) (the following (but excluding "Subsidiary Intellectual Property") and all such Intellectual Property embodied within any of the Excluded Assets): (a) all Tangible Personal PropertySubsidiary Products; (bx) all Inventories; (c) all Accounts Receivable; (d) all Seller Contractsproduct approvals, clearances, registrations, permits, consents, waivers, certificates, listings and exemptions submitted to or granted to Subsidiary by a regulatory authority, foreign or domestic, for the purpose of allowing the manufacture, sale or distribution of Subsidiary Products, including without limitation the approvals and clearances listed on Schedule 1.1(a)(x), and all outstanding offers correspondence with and other permits, orders, certificates, authorizations or solicitations made approvals of any supranational, national, federal, state, provincial or local, domestic or foreign, governmental authority or regulatory agency held by or to Seller to enter into any Contract relating solely to the business Subsidiary in respect of the Business; (exi) all Governmental Authorizations relating to the business of the Business Subsidiary's interest in computer software and all pending applications therefor or renewals thereofhardware, in each case to the extent transferable to Buyer; (f) all data source codes, computer files and Records related to the business of the Businessprograms, including client and customer lists and Records, referral sources, 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, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records without limitation the items described in Section 2.2(fon Schedule 1.1(a)(xi); (gxii) all advances, trade-show deposits, loans, prepaid interest and other prepaid expenses of Subsidiary of all kinds; and (xiii) Subsidiary's interest in the real property lease described in Schedule 1.1(a)(xiii) (the "Real Property Lease"), including without limitation, the benefit of any prepaid rent, security deposit and renewal or purchase options. (b) On the terms and subject to the conditions of this Agreement, Parent shall, on the Closing Date, sell, assign, transfer, convey and deliver to Acquisition Sub, and Acquisition Sub shall purchase on the Closing Date all of the right, title and interest of Parent as of the Closing Date in (i) all of the intangible Intellectual Property owned by, or licensed to and transferable by, Parent (and not owned by Subsidiary) described on Schedule 1.1(b)(i) and (ii) the other assets and rights and property owned by Parent that are listed on Schedule 1.1(b)(ii) (collectively the "Parent Assets"). (c) Notwithstanding any provision of Seller used in connection with Section 1.1(a) or otherwise relating (b) to the Businesscontrary, including Intellectual Property the Assets shall exclude the following assets owned by one or more of the Sellers on the Closing Date (the "Excluded Assets"): (i) all cash, going concern valuecash equivalents, goodwill bank accounts and telephone and telecopy addresses and listingssecurities; (hii) all intercompany receivables; (iii) the shares of capital stock of Parent and Subsidiary and the corporate books and records of Parent and Subsidiary; (iv) all rights of each Seller under this Agreement and the Ancillary Agreements; (v) any assets of any Employee Benefit Plan; (vi) any Assumed Contract or Permit that is not assignable to Acquisition Sub as of the Closing Date; (vii) all personnel records related to any employee or former employee of a Seller who is not a Transferred Employee and all personnel records relating to deposits and prepaid expenses of the Business, claims for refunds Transferred Employees that Sellers are not legally permitted to transfer; (viii) all records that a Seller is required by law to retain in its possession; (ix) tax records and rights to offset in respect thereof that are not excluded under Section 2.2(g)tax refunds; and (x) all insurance policies and rights thereunder.

Assets to be Sold. Upon (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall hereby agrees to sell, convey, assign, transfer and deliver convey to Buyer at the Closing (as hereinafter defined) free and clear of all Liens (as hereinafter defined) except those assumed by Buyer, and Buyer shall purchase agree to purchase, the Facility and, except for the Excluded Assets set forth in Section 1.1 (b), all of the real property, fixtures, personal property and acquire from Sellerother assets owned by Seller and used or held in connection with the Facility (collectively, free and clear of any Encumbrances other than Permitted Encumbrancesthe "Assets"), including, but not limited to all of Seller's rightrights, title and interest interest, if any, in and to to: (i) all personal real property identified in Schedule 1.1 (a) (i), together with all buildings, improvements, fixtures (including, without limitation, all heating, plumbing, air conditioning, ventilation and assets located at any electrical equipment), rights of way, easements and appurtenances thereto (collectively, the Facilities and used in connection with or otherwise relating to the Business, and "Real Property"); (ii) all furnishings, furniture, machinery, equipment, supplies, inventory, linens, medicine, foodstuffs, consumable and other personal property and assets, tangible and intangible, of every kind and any type or description, wherever locatedincluding, used solely without limitation, all beds, chairs, sofas, wheelchairs, tables, kitchen and laundry equipment (collectively, the "Tangible Property"), including, without limitation, the Tangible Property identified in connection with the Business, including in each case the following (but excluding the Excluded Assets):Schedule 1.1(a)(ii); (aiii) all Tangible Personal Propertylicenses, permits, certificates, consents, approvals, waivers and other authorizations (including, without limitation, any authorizations to participate in any state or federal reimbursement program such as Medicaid or Medicare), whether issued or granted by any Governmental Authority or by any other Person, to the extent the same are transferable, and all operating, license and certification rights with respect to the One Hundred Forty-Seven (147) licensed beds which are included in Seller's Certificate of Need for the Facility (collectively, the "Licenses"), including, without limitation, the Licenses identified in Schedule 1.1(a)(iii); (iv) all books of account, records, files, invoices, customer lists, supplier lists, consultants' reports, budgets and projections and other similar data located at the Facility and all medical records of patients and residents of the Facility; (v) all telephone numbers, telephone listings, yellow page ads, sales literature, promotional literature and other selling materials relating to the Facility; (vi) all rights under any assumed contracts (collectively, the "Assumed Contracts"), including, without limitation, the Assumed Contracts identified in Schedule 1.1(a)(vi) and specifically including the assumption of the indebtedness in the original principal amount of Two Million Nine Hundred Ninety-Eight Thousand Eight Hundred Dollars ($2,998,800.00) in favor of JP Mortgage Co., which indebtedness is secured by a certain Mortgage Deed and Regulatory Agreement, all dated May 1, 1992 (the "HUD Mortgage"); and (vii) all other assets of Seller of the foregoing nature purchased or acquired by Seller between the date hereof and the Closing Date (as hereinafter defined). (b) all InventoriesNotwithstanding the provisions of Section 1.1(a), Seller shall not sell, assign, transfer or convey to Buyer the following items (collectively, the "Excluded Assets"): (i) any cash or cash equivalents including without limitation the HUD Replacement Reserve Account and any other mortgage escrow balances; (cii) all any accounts receivable or other amounts due or owing to Seller from any party with respect to, or arising out of the operation of, the Facility prior to the Closing Date (collectively, the "Existing Accounts Receivable; (d) all Seller Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Business; (e) all Governmental Authorizations relating to the business of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer; (f) all data and Records related to the business of the Business, including client and customer lists and Records, referral sources, 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, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f"); (giii) all any minute books or stock records of the intangible rights and property of Seller used in connection with or otherwise relating to the Business, including Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listings;Seller; and (hiv) all any rights of Seller relating under any contract or lease to deposits and prepaid expenses of which Seller is a party (collectively, the Business"Excluded Contracts"), claims for refunds and rights to offset in respect thereof that are including but not excluded under Section 2.2(glimited to, those listed on Schedule 1.1(b)(iv); and, other than the Assumed Contracts.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, used solely in connection with the Business, including in each case the following (but excluding the Excluded Assets): (a) all Tangible Personal PropertyImprovements as set forth in Part 2.01(a); (b) all InventoriesTangible Personal Property as set forth in Part 2.01(b); (c) all Accounts ReceivableInventories as updated and finalized on the Closing Inventories as set forth in Part 3.12; (d) all Accounts Receivable as updated and finalized on the Closing Accounts Receivable as finally determined pursuant to Section 2.09 hereof; (e) all Seller Contracts, including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the BusinessContract; (ef) all Governmental Authorizations relating to the business of the Business and all pending applications therefor therefore or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b); (fg) all data and Records related to the business operations of the BusinessSeller, including client and customer lists and Records, referral sources, 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, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(fPart 2.02(g); (gh) all of the intangible rights and property of Seller used in connection with or otherwise relating to the BusinessSeller, including Trade Secrets and Intellectual Property Assets, going concern value, goodwill goodwill, telephone, telecopy and telephone and telecopy e-mail addresses and listingslistings and those items listed in Parts 3.25(b), (c), (g) and (h) including all websites, domain names and property covered by common law copyright; (hi) [intentionally omitted]; (j) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, including all such claims listed in Part 2.01(j); (k) any other Asset of Seller as described and in such amounts as set forth on the April 30, 2010 Balance Sheet as updated and finalized on the Closing Balance Sheet as finally determined pursuant to Section 2.09 hereof; (l) all rights of Seller to enforce provisions concerning confidentiality, nonsolicitation, noncompetition, ownership of inventions and ideas, and similar provisions contained in an Employee Patent, Invention and Confidential Information Agreement between Xxxxxx X. Xxxxxx and Ketema, Inc. dated as of August 29, 1994, Employment Agreement between Xxxxxx X. Xxxxxx and Shareholder dated as of October 5, 2007, and Release Agreement of Xxxxxx X. Xxxxxx dated as of May 14, 2010; (m) all rights of Seller relating to deposits and prepaid expenses of the Businessexpenses, claims for refunds and rights to offset in respect thereof thereof. All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that are not excluded under Liability pursuant to Section 2.2(g2.04(a); and.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, used solely in connection with located related to the Distillery Business, including in each case the following (but excluding the Excluded Assets): (a) all Tangible Personal Propertythe Real Property described in Schedule 5.7; (b) all Tangible Personal Property (for the avoidance of doubt, this shall include all MRO assets); (c) all Inventories; (cd) all Equipment, including the Equipment listed on Exhibit D; (e) all Accounts Receivable; (df) all Seller Contracts listed in Exhibit E (the “Assumed Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Business”); (eg) all Governmental Authorizations relating related to the business of the Distillery Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Schedule 5.17(b); (fh) all data and Records records related to the business of the Distillery Business, including client and customer lists and Recordsrecords, referral sources, research and development reports and Recordsrecords, production reports and Recordsrecords, service and warranty Recordsrecords, equipment logs, operating guides and manuals, financial and accounting Recordsdata and records, creative materials, advertising materials, promotional materials, studies, reports, correspondence correspondence, employee email, customer correspondence, and other similar data, documents and Records records (including data, documents and records stored electronically and all data, documents and records relating to the Spirit 1 System) and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f)records for all Hired Active Employees; (gi) all of the intangible rights and property of Seller used in connection with or otherwise relating related to the Distillery Business, including Intellectual Property Assets, going concern value, goodwill goodwill, telephone, telecopy and telephone and telecopy e-mail addresses and listings; (hj) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (k) all claims of Seller against third parties relating to the Assets or the Distillery Business, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; (l) all rights of Seller under Assumed Contracts relating to deposits and prepaid expenses of the Businessexpenses, claims for refunds and rights to offset in respect thereof thereof; and (m) any deposit account held by Seller on behalf of a customer for deposit of or payment of excise taxes. In addition to the assets conveyed above, Seller shall at the Closing sell, convey, assign, transfer and deliver to Buyer the portion of the Commonly Used Assets that are not excluded under Section 2.2(g); andlisted on Exhibit F. At any time prior to Closing, Buyer has the right to update Exhibits D, E and/or F, to allocate Commonly Used Assets between Buyer and Bottling Acquiror or as otherwise agreed to by the parties hereto. All of the property and assets to be transferred to Buyer hereunder (including the assets listed on Exhibit F) are herein referred to collectively as the “Assets.”

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but Closing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller's ’s right, title title, and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal property and assets, tangible and intangible, of every kind and description, wherever located, used solely in connection with the Business, including in each case the following (but excluding the Excluded Assets):following: (a) all Tangible Personal PropertyReal Property Leases described in Section 3.6 of the Seller Disclosure Letter; (b) all Tangible Personal Property, including those items described in Section 3.5(a) of the Seller Disclosure Letter; (c) all Inventories; (cd) all Accounts Receivable; (de) all Seller Contracts, including those listed in Section 3.17(a) of the Seller Disclosure Letter, and all outstanding offers or solicitations made by or to any Seller to enter into any Seller Contract relating solely to the business of the Business(“Bids”), other than Seller Contracts or Bids described in Section 2.2(e); (ef) all Governmental Authorizations relating related to or used in the business operation of the Business and all pending applications therefor or renewals thereof, including those listed in Section 3.14(b) of the Seller Disclosure Letter, in each case to the extent permitted by applicable Legal Requirement and otherwise transferable to Buyer; (fg) all the data and Records of each Seller related primarily to or used in the business operation of the Business, Business and located at a Business Property including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, engineering design drawings used in the operation of the Business, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence correspondence, files relating to the preparation, prosecution, registration, enforcement or defense of any Business Intellectual Property and other similar documents and Records (“Business Records”). In addition, to the extent any such data or Records are not located at a Business Property, copies of any particular data or Records following reasonable request therefor, and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f)Records; (gh) all of the intangible rights and property of Seller used in connection with or otherwise relating Sellers that relate exclusively to the operation of the Business, including Intellectual Property Assets, going concern value, any such goodwill and telephone Business Intellectual Property, as well as the right to xxx, at law or in equity, or otherwise recover damages for any and telecopy addresses and listingsall infringements, misappropriations or dilutions of any Business Intellectual Property; (hi) all rights of Seller Sellers relating to deposits and prepaid expenses of the Businessexpenses, claims for refunds and rights to offset in respect thereof thereof, in each case related to or used in the operation of the Business, that are not listed in Section 2.2(c) of the Seller Disclosure Letter and that are not excluded under Section 2.2(g2.2(h); (j) all rights in internet domain names used, reserved or owned by any Seller or its Affiliates that are expressly set forth in Section 2.1(j) of the Seller Disclosure Letter; (k) all cash in the bank accounts listed in Section 2.1(k) of the Seller Disclosure Letter; and (l) all of such Seller’s other property and assets, real, personal, or mixed, tangible and intangible, of every kind and description, wherever located, belonging to such Seller and which relate primarily to or are used primarily in the operation of the business currently conducted by the Engineered Products Segment of Sellers that is reported in Parent’s publicly disclosed consolidated financial statements as the Engineered Products Segment, including the design, manufacturing, service and sale of equipment for coiled tubing, acidizing, fracturing, pumping (including nitrogen pumping equipment), railcar movers, seismic equipment systems, silicon controlled rectifiers and switchgear equipment as well as any goodwill associated therewith (but excluding the Excluded Assets) (collectively, the “Business”). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.”

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at upon the Closingexecution and delivery of this Agreement by the Parties, but effective as of the Effective TimeOptiant hereby sells, Seller shall sellconveys, conveyassigns, assign, transfer and deliver to Buyertransfers, and Buyer shall purchase delivers to NEWCO, and acquire NEWCO hereby purchases and acquires from SellerOptiant, free and clear of any Encumbrances Liens other than Permitted EncumbrancesLiens, all of Seller's Optiant’s right, title title, and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal following property and assets, real, personal, or mixed, tangible and intangible, of Optiant, of every kind and description, wherever located, used solely in connection with the Business, including in each case the following located (but excluding the Excluded Assets): (ai) all Tangible Personal Propertyreal property, including the real property described in Schedule 3.10; (bii) all Inventoriestangible personal property, including those items described in Schedule 3.9; (ciii) all Accounts Receivableinventory; (div) all Seller Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Businessaccounts receivable; (ev) all Governmental Authorizations relating Optiant Contracts except for those Optiant Contracts that are listed on Schedule 2.2(vi); provided, however, that no Optiant Contract shall be deemed to be assigned or otherwise transferred to NEWCO if such assignment or transfer requires the business consent of the Business other party or parties to such Optiant Contract until such time as such consent or consents are obtained; (vi) all Permits and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer; (fvii) all data and Records records related to the business operations of the BusinessOptiant, including client and customer lists and Recordsrecords, referral sources, research and development reports and Recordsrecords, production reports and Recordsrecords, service and warranty Recordsrecords, equipment logs, operating guides and manuals, financial and accounting Recordsrecords, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents and Records and, records and (subject to Legal Requirementsany federal, state, local, municipal, foreign, international, multinational or other constitution, law, ordinance, principle of common law, code, regulation, statute or treaty) copies of all personnel Records records and other Records records described in Section 2.2(f)2.2(vii) of this Agreement; provided that both parties agree that reasonable mutual access to the foregoing records in the Great Plains financial accounting system will be provided for any proper purpose, including but not limited to confirming the accuracy of the Closing Financial Statements and for the preparation of tax filings; (gviii) all of the intangible rights and property of Seller used in connection with or otherwise relating to the BusinessOptiant, including Intellectual Property AssetsProperty, going concern value, goodwill goodwill, telephone, facsimile, and telephone and telecopy e-mail addresses and listings, and those items listed in Schedules 3.16(a) and (b); (hix) all insurance benefits, including rights and proceeds, arising from or relating to the other categories of Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement; (x) all claims of Optiant against third parties relating to the other categories of Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent, including all such claims listed in Schedule 2.1(x); and (xi) all rights of Seller Optiant relating to deposits and prepaid expenses of the Businessexpenses, claims for refunds and rights to offset in respect thereof that are not listed in Schedule 2.2(iv) and that are not excluded under Section 2.2(g2.2(viii); and. All of the property and assets to be transferred to NEWCO under this Agreement are referred to collectively in this Agreement as the “Assets.” Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless NEWCO expressly assumes that Liability pursuant to Section 2.3(a) of this Agreement.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but Closing and effective as of the Effective Time, each Seller shall sell, convey, assign, transfer transfer, and deliver to Buyer, and Buyer shall purchase and acquire from such Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of such Seller's ’s right, title title, and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal property and assets, tangible and intangible, of every kind and description, wherever located, used solely in connection with the Business, including in each case the following (but excluding the Excluded Assets):following: (a) all Tangible Personal PropertyReal Property Leases described in Section 3.6 of the Seller Disclosure Letter; (b) all Tangible Personal Property, including those items described in Section 3.5(a) of the Seller Disclosure Letter; (c) all Inventories; (cd) all Accounts Receivable; (de) all Seller Contracts, including those listed in Section 3.17(a) of the Seller Disclosure Letter, and all outstanding offers or solicitations made by or to any Seller to enter into any Seller Contract relating solely to the business of the Business(“Bids”), other than Seller Contracts or Bids described in Section 2.2(e); (ef) all Governmental Authorizations relating related to or used in the business operation of the Business and all pending applications therefor or renewals thereof, including those listed in Section 3.14(b) of the Seller Disclosure Letter, in each case to the extent permitted by applicable Legal Requirement and otherwise transferable to Buyer; (fg) all the data and Records of each Seller related primarily to or used in the business operation of the Business, Business and located at a Business Property including client and customer lists and Records, referral sources, research and development reports and Records, production reports and Records, service and warranty Records, equipment logs, operating guides and manuals, engineering design drawings used in the operation of the Business, financial and accounting Records, creative materials, advertising materials, promotional materials, studies, reports, correspondence correspondence, files relating to the preparation, prosecution, registration, enforcement or defense of any Business Intellectual Property and other similar documents and Records (“Business Records”). In addition, to the extent any such data or Records are not located at a Business Property, copies of any particular data or Records following reasonable request therefor, and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f)Records; (gh) all of the intangible rights and property of Seller used in connection with or otherwise relating Sellers that relate exclusively to the operation of the Business, including Intellectual Property Assets, going concern value, any such goodwill and telephone Business Intellectual Property, as well as the right to sxx, at law or in equity, or otherwise recover damages for any and telecopy addresses and listingsall infringements, misappropriations or dilutions of any Business Intellectual Property; (hi) all rights of Seller Sellers relating to deposits and prepaid expenses of the Businessexpenses, claims for refunds and rights to offset in respect thereof thereof, in each case related to or used in the operation of the Business, that are not listed in Section 2.2(c) of the Seller Disclosure Letter and that are not excluded under Section 2.2(g2.2(h); (j) all rights in internet domain names used, reserved or owned by any Seller or its Affiliates that are expressly set forth in Section 2.1(j) of the Seller Disclosure Letter; (k) all cash in the bank accounts listed in Section 2.1(k) of the Seller Disclosure Letter; and (l) all of such Seller’s other property and assets, real, personal, or mixed, tangible and intangible, of every kind and description, wherever located, belonging to such Seller and which relate primarily to or are used primarily in the operation of the business currently conducted by the Engineered Products Segment of Sellers that is reported in Parent’s publicly disclosed consolidated financial statements as the Engineered Products Segment, including the design, manufacturing, service and sale of equipment for coiled tubing, acidizing, fracturing, pumping (including nitrogen pumping equipment), railcar movers, seismic equipment systems, silicon controlled rectifiers and switchgear equipment as well as any goodwill associated therewith (but excluding the Excluded Assets) (collectively, the “Business”). All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the “Assets.”

Assets to be Sold. (a) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective TimeCurative Health Services, Seller Inc. shall sell, convey, assign, transfer and deliver to BuyerCytomedix, Inc., and Buyer Cytomedix, Inc. shall purchase and acquire from SellerCurative Health Services, Inc., free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to the following assets, wherever located (the "Cytomedix, Inc. Purchased Assets"): (i) all personal property leasehold and assets located at any of other title to or interest in the Facilities and used in connection with or otherwise relating to the Business, and Real Property; (ii) all other personal property and assets, tangible and intangible, Tangible Personal Property as of every kind and description, wherever located, used solely in connection with the BusinessClosing Date, including those items described in each case the following (but excluding the Excluded Assets): (a) all Tangible Personal PropertySchedule 2.1(a)(ii); (biii) all InventoriesInventories as of the Closing Date; (civ) all Accounts ReceivableSeller's rights in, to and under all the Contracts listed on Schedule 3.6(b) and Schedule 3.17(a) (the "Cytomedix, Inc. Seller Contracts"); (d) all Seller Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Business; (ev) all Governmental Authorizations relating to the business of the Business Procuren Operations listed on Schedule 3.14(b), and all pending applications therefor or renewals thereof, in each case to the extent transferable to BuyerCytomedix, Inc.; (fvi) all of the following data and Records related of Seller principally relating to the business of Procuren Operations and the Business, including Peptide Patents: (i) client and customer lists and Records, referral sources(ii) raw data, (iii) research and development reports and Records, (iv) production reports and Records, (v) service and warranty Records, (vi) equipment logs, operating guides and manuals, financial and accounting Records, (vii) the creative materials, advertising materialsmaterials and promotional materials described in Schedule 2.1(a)(vi), promotional materials, (viii) clinical research or other studies, reportsreports and correspondence with respect thereto, correspondence and other similar documents and Records and(ix) copies of the Personnel Records, subject to Legal Requirements, (x) copies of all personnel financial and accounting Records of Seller relating to the Procuren Operations (if applicable, in compatible electronic format), and (xi) all other data and Records described located at the Facilities. (vii) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in Section 2.2(faccordance with this Agreement; (viii) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, including all such claims listed in Schedule 2.1(a)(viii); (g) all of the intangible rights and property of Seller used in connection with or otherwise relating to the Business, including Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listings; (hix) all rights of Seller relating to deposits and prepaid expenses of the Businessexpenses, claims for refunds and rights to offset in respect thereof that in connection with the Procuren Operations (including, without limitation, any security deposits under the Seller Leases) which are not listed in Schedule 2.2(c) and which are not excluded under Section 2.2(g); and (x) all other properties and assets of every kind, character and description, tangible or intangible, of every kind and description, owned by Seller and used or held for use in connection with the Facilities, whether or not similar to the items specifically set forth above, except as set forth in Section 2.2 below. (b) Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and deliver to Cytomedix GmbH, and Cytomedix GmbH shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances and Encumbrances set forth as such on Schedule 3.20(c) and 3.20 (i) Software, all of Seller's right, title and interest in and to the following assets, wherever located (the "Cytomedix GmbH Purchased Assets"): (i) all Seller's rights in, to and under all the Contracts listed on Schedule 3.20(b) (the "Cytomedix GmbH Seller Contracts," and together with the Cytomedix, Inc. Seller Contracts, the "Seller Contracts") and such other contracts that principally relate to the Intellectual Property Assets ; and (ii) all of the intangible rights and property of Seller relating to the Procuren Operations and the Peptide Patents, including Intellectual Property Assets, going concern value, goodwill, and listings and those items listed on Schedule 3.20(e), Schedule 3.20(f), Schedule 3.20(g) and Schedule 3.20(i). (c) The Cytomedix, Inc. Purchased Assets and the Cytomedix GmbH Purchased Assets are herein referred to collectively as the "Assets". Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability in respect thereof unless the Buyer expressly assumes such Liability pursuant to Section 2.4(a) or 2.4(b).

Assets to be Sold. Upon (a) On the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall hereby agrees to sell, convey, assign, transfer and deliver convey to Buyer at the Closing (as hereinafter defined) free and clear of all Liens (as hereinafter defined) except those assumed by Buyer, and Buyer shall purchase agree to purchase, the Facility and, except for the Excluded Assets set forth in Section 1.1(b), all of the real property, fixtures, personal property and acquire from Sellerother assets owned by Seller and used or held in connection with the Facility (collectively, free and clear of any Encumbrances other than Permitted Encumbrancesthe "Assets"), including, but not limited to all of Seller's rightrights, title and interest interest, if any, in and to to: (i) all personal real property identified in Schedule 1.1 (a) (i), together with all buildings, improvements, fixtures (including, without limitation, all heating, plumbing, air conditioning, ventilation and assets located at any electrical equipment), rights of way, easements and appurtenances thereto (collectively, the Facilities and used in connection with or otherwise relating to the Business, and "Real Property"); (ii) all furnishings, furniture, machinery, equipment, supplies, inventory, linens, medicine, foodstuffs, consumable and other personal property and assets, tangible and intangible, of every kind and any type or description, wherever locatedincluding, used solely without limitation, all beds, chairs, sofas, wheelchairs, tables, kitchen and laundry equipment (collectively, the "Tangible Property"), including, without limitation, the Tangible Property identified in connection with the Business, including in each case the following (but excluding the Excluded Assets):Schedule 1.1(a)(ii); (aiii) all Tangible Personal Propertylicenses, permits, certificates, consents, approvals, waivers and other authorizations (including, without limitation, any authorizations to participate in any state or federal reimbursement program such as Medicaid or Medicare), whether issued or granted by any Governmental Authority or by any other Person, to the extent the same are transferable, and all operating, license and certification rights with respect to the Seventy-Five (75) licensed beds which are included in Seller's Certificate of Need for the Facility (collectively, the "Licenses"), including, without limitation, the Licenses identified in Schedule 1.1(a)(iii); (iv) all books of account, records, files, invoices, customer lists, supplier lists, consultants' reports, budgets and projections and other similar data located at the Facility and all medical records of patients and residents of the Facility; (v) all telephone numbers, telephone listings, yellow page ads, sales literature, promotional literature and other selling materials relating to the Facility; (vi) all rights under any assumed contracts (collectively, the "Assumed Contracts"), including, without limitation, the Assumed Contracts identified in Schedule 1.1(a)(vi) and specifically including the assumption of the indebtedness in the original principal amount of Three Million One Hundred Eighty-four Thousand Nine Hundred Dollars ($3,184,900.00) in favor of LPC Mortgage Company and assigned to Chemical Mortgage Company, which indebtedness is secured by a certain Mortgage Deed and Regulatory Agreement, all dated April 7, 1993 (the "HUD Mortgage"); and (vii) all other assets of Seller of the foregoing nature purchased or acquired by Seller between the date hereof and the Closing Date (as hereinafter defined). (b) all InventoriesNotwithstanding the provisions of Section 1.1(a), Seller shall not sell, assign, transfer or convey to Buyer the following items (collectively, the "Excluded Assets"): (i) any cash or cash equivalents including without limitation the HUD Replacement Reserve Account and any other mortgage escrow balances; (cii) all any accounts receivable or other amounts due or owing to Seller from any party with respect to, or arising out of the operation of, the Facility prior to the Closing Date (collectively, the "Existing Accounts Receivable; (d) all Seller Contracts, and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Business; (e) all Governmental Authorizations relating to the business of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer; (f) all data and Records related to the business of the Business, including client and customer lists and Records, referral sources, 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, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f"); (giii) all any minute books or stock records of the intangible rights and property of Seller used in connection with or otherwise relating to the Business, including Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listings;Seller; and (hiv) all any rights of Seller relating under any contract or lease to deposits and prepaid expenses of which Seller is a party (collectively, the Business"Excluded Contracts"), claims for refunds and rights to offset in respect thereof that are including but not excluded under Section 2.2(glimited to, those listed on Schedule 1.1(b)(iv); and, other than the Assumed Contracts.

Assets to be Sold. Upon At the Closing, subject to the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, convey and transfer and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted EncumbrancesLiens, all of Seller's ’s right, title and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal property and following assets, tangible and intangible, of every kind and description, wherever located, used solely in connection with whether tangible or intangible, real, personal or mixed (collectively, the Business, including in each case the following (but excluding the Excluded “Transferred Assets”): (a) all Tangible Personal Property; Contracts relating to the Business or Transferred Assets (bincluding, without limitation, the Customer Contracts, affiliate contracts, online agency contracts and Seller’s rights in the related DIDs but excluding the Excluded Contracts) all Inventories; set forth on Schedule 2.1(a) (c) all Accounts Receivable; (d) all Seller the “Transferred Contracts”), and all outstanding offers or solicitations made by or to Seller to enter into any Customer Contract relating solely to the business of the BusinessBusiness or Transferred Assets; (eb) the amount of trade accounts receivable, other accounts receivable, notes receivable and other rights to payment from customers regarding the Business (the “Transferred Receivables”) set forth on Schedule 2.1(b); (c) all Governmental Authorizations relating to the business of the Business and all pending applications therefor or renewals thereofthereof relating to the Business, in each case to the extent transferable to BuyerPurchaser, set forth on Schedule 2.1(c); (fd) all records and other data and Records related relating to the business of the BusinessBusiness or Transferred Assets (including, including client and without limitation, customer lists and Recordslists, referral sources, research and development reports and Recordsreports, production reports and Recordsmarket research reports, service and warranty Records, equipment logs, operating guides and manualsrecords, financial records, catalogs, printed materials and accounting Records, creative materialsall technical data, advertising materials, and promotional materials, studies, reports, correspondence materials and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(frecords) set forth on Schedule 2.1(d); (ge) all of the intangible intellectual property rights and property of Seller used in connection with or otherwise relating to the BusinessBusiness (including, including without limitation, any names, fictional business names, trading names, trademarks, service marks, trademark and service mxxx applications, copyrights, patents, patent applications, inventions and discoveries that may be patentable, trade secrets, know-how, confidential information, customer lists, software, technical information, data, process technology, plans, drawings, and blue prints (collectively, “Trade Secrets”) owned, used, or licensed by Seller as licensee or licensor and internet domain names) and other proprietary or intangible rights owned or held for use under license relating to the Business as set forth on Schedule 2.1(e) (the “Intellectual Property Assets, going concern value, goodwill and telephone and telecopy addresses and listingsProperty”); (hf) all rights claims of Seller against third parties relating to deposits the Transferred Assets and prepaid expenses of the BusinessBusiness listed in (a) through (e) above, claims for refunds and rights to offset in respect thereof that are not excluded under Section 2.2(gincluding contingent claims, set forth on Schedule 2.1(f); and (g) the goodwill associated with the Transferred Assets listed in (a) through (e) above. For the avoidance of doubt, an accurate and complete list of the Transferred Assets as of the date hereof has been prepared and delivered by Seller and is attached hereto as Schedule 2.1.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective TimeClosing Date, Seller shall sell, convey, assign, transfer and deliver to BuyerAcquisition Sub, and Buyer Acquisition Sub shall purchase and acquire from SellerSeller (except that the Subsidiary Stock, as defined below, shall be transferred to Buyer), free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's ’s right, title and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal Seller’s property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, used solely in connection with the Business, including in each case the following (but excluding the Excluded Assets): (a) all Tangible Personal PropertyIntentionally Deleted; (b) all machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, and other items of tangible personal property (other than Inventories) of every kind owned or leased by Seller (wherever located and whether or not carried on Seller’s books) that is necessary to operate the Business as presently being conducted, including those items described in Part 3.10(b), but excluding the Excluded Equipment (“Tangible Personal Property”); (c) all Inventories, other than the Excluded Inventories; (cd) all Accounts Receivable; (de) all Seller ContractsContracts including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the Businessbut excluding those listed in Part 2.2(f); (ef) all Governmental Authorizations relating to the business of the Business and all pending applications therefor or renewals thereofthereof arising from or relating to the Business or Assets, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b); (fg) all data and Records related to the business operations of the BusinessSeller, including client and customer lists and Records, referral sources, 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, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f)Records, excluding any Excluded Records; (gh) all of the intangible rights and property of Seller used in connection with arising from or otherwise relating to the BusinessBusiness or Assets, including Intellectual Property AssetsRights, going concern value, goodwill goodwill, telephone, telecopy, websites and telephone and telecopy e-mail addresses and listingslistings and those items listed in Parts 3.25(a) and (b); (hi) all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement; (j) all claims of Seller against third parties relating to the Assets, whether cxxxxx or inchoate, known or unknown, contingent or noncontingent; (k) all rights of Seller relating to deposits and prepaid expenses of the Businessexpenses, claims for refunds and rights to offset in respect thereof arising from or relating to the Business or Assets; (l) all of Seller’s rights in the name “Deltron, Inc.” and other trade names or trademarks owned by Seller or which Seller has a right to use under contract, common law or otherwise in connection with the Business, and any logo or mxxx, whether or not registered, owned by Seller or that are not excluded Seller has a right to use under Section 2.2(gcontract, common law or otherwise in connection with the Business; (m) all product certifications and ratings and all pending applications therefor or renewals thereof arising from or relating to the Business or Assets (the “Certifications”), including those listed in Part 3.17(c); and (n) all of Seller’s shares of the capital stock of Subsidiary as of the Closing Date (the “Subsidiary Stock”). All of the property and assets to be transferred to Buyer (directly or though Acquisition Sub) hereunder are herein referred to collectively as the “Assets”. Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Acquisition Sub expressly assumes that Liability pursuant to Section 2.4(a).

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, but effective as of the Effective Time, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller's right, title and interest in and to (i) all personal property and assets located at any of the Facilities and used in connection with or otherwise relating to the Business, and (ii) all other personal Seller's property and assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located, used solely in connection with the Business, including in each case the following (but excluding the Excluded Assets): (a) all Tangible Personal Real Property, if any; (b) all InventoriesTangible Personal Property, including, but not limited to, those items described in Part 2.1(b); (c) all Inventories, if any; (d) all Accounts Receivable; (de) all Seller Contracts, including those listed in Part 3.20(a), and all outstanding offers or solicitations made by or to Seller to enter into any Contract relating solely to the business of the BusinessContract; (ef) all Governmental Authorizations relating to the business of the Business and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer, including those listed in Part 3.17(b); (fg) all data and Records related to the business operations of the BusinessSeller, including client and customer lists and Records, referral sources, 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, studies, reports, correspondence and other similar documents and Records and, subject to Legal Requirements, copies of all personnel Records and other Records described in Section 2.2(f)Records; (gh) all of the intangible rights and property of Seller used in connection with or otherwise relating to the BusinessSeller, including Intellectual Property Assets, going concern value, goodwill goodwill, telephone, telecopy and telephone and telecopy e-mail addresses and listings; (hi) all insurance policies and rights thereunder, all insurance benefits, including rights and proceeds, arising from or relating to the Assets or the Assumed Liabilities prior to the Effective Time, unless expended in accordance with this Agreement; (j) all claims of Seller against third parties relating to the Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; and (k) all rights of Seller relating to deposits and prepaid expenses of the Businessexpenses, claims for refunds and rights to offset in respect thereof that are not excluded under listed in Part 2.2(d); (l) all cash, cash equivalents and short-term investments; (m) those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof; (n) all rights in connection with and assets of the Employee Plans; All of the property and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, the transfer of the Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets unless Buyer expressly assumes that Liability pursuant to Section 2.2(g2.4(a); and.