Common use of Assets to be Sold Clause in Contracts

Assets to be Sold. Seller hereby sells and assigns to Campus Voice, and Campus Voice purchases and acquires from Seller, all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20, 1996 and all of the assets acquired by Seller in connection with the operation of the Business since December 20, 1996, including, to the extent Gates had an interest therein as of December 20, 1996, all of Gates's equipment of any kind and description, wherever located, together with all parts, accessories and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally, to the extent acquired by Seller or otherwise arising in the operation of the Business by Seller after December 20, 1996, all of the following assets (the assets being acquired from Seller being collectively referred to below as the "Assets"): (a) all tangible assets, wherever located, including poster board frames, poster board kiosks, fixtures and related equipment; inventory and work in process; photographs, art work, promotional materials and archives; equipment (including office and computer equipment) and furniture; and office supplies, stationery, forms, and labels; (b) all computer software and all rights in the trademarks, trade names and logos (including registrations and applications for registration of any of them) used by Gates or Seller in connection with the Business, including those listed on schedule 1.1(b), together with the good will of the business associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights relating to the Business; (c) all rights under agreements, commitments and orders relating to the Business, to the extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreement, including, but not limited to all agreements with schools, advertisers, subcontractors and suppliers, and all agreements, commitments and orders relating to the distribution of posters; (d) all records, files, mailing lists, customer lists and other information and data relating to the Business, including all records relating to agreements and commitments relating to postering activities; (e) all prepaid expenses relating to the Business; (f) all claims against third parties arising out of the operation of the Business, including claims under manufacturers and vendors warranties; and (g) all accounts receivable arising out of the operation of the Business.

Assets to be Sold. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing and effective as of the date set forth in the applicable xxxx of sale, Seller hereby sells shall sell and assigns deliver to Campus Voice, Veritek and Campus Voice purchases and acquires Veritek shall acquire from Seller, free and clear of all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20, 1996 and all of the assets acquired by Seller in connection with the operation of the Business since December 20, 1996, including, to the extent Gates had an interest therein as of December 20, 1996Encumbrances other than Permitted Encumbrances, all of Gates's equipment of any kind Seller’s right, title and description, wherever located, together with all parts, accessories interest in and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally, to the extent acquired by Seller or otherwise arising in the operation of the Business by Seller after December 20, 1996, all of the following assets (the assets being acquired from Seller being collectively referred to below as the "Assets"):following: (a) all of the furniture, fixtures, equipment, supplies, inventory (including raw materials, work in progress and finished goods) and other tangible assets used in the Business and located at the Real Property (other than the Real Property itself) or held by Employees (such as Seller-owned laptop computers, PDA’s and the like), including all assets set forth on Exhibit 2.1(a) but excluding Customer Assets, landlord-owned assets, wherever located, including poster board frames, poster board kiosks, fixtures employee-owned assets and related equipment; inventory personal property leased from third-parties and work in process; photographs, art work, promotional materials and archives; equipment (including office and computer equipment) and furniture; and office supplies, stationery, forms, and labelsexcluding the assets listed on Exhibit 2.2(h); (b) the furniture, fixtures, equipment, supplies, inventory (including raw materials, work in progress and finished goods) and other tangible assets related to the Business located at Seller’s Poway Facility and set forth on Exhibit 2.1(b); (c) the furniture, fixtures, equipment, supplies, inventory (including raw materials, work in progress and finished goods) and other tangible assets related to the Business located at Seller’s Costa Rica Facility and set forth on Exhibit 2.1(c); (d) except to the extent excluded pursuant to Section 2.2(a), all computer software Contracts and Leases related solely to the Business and arising in the Ordinary Course of Business as well as the contracts listed on Exhibit 2.1(d), and all benefits and liabilities arising therefrom (the “Assumed Contracts”); (e) all accounts receivable and other rights in to payment arising from the trademarks, trade names and logos (including registrations and applications for registration conduct of any of them) used by Gates or Seller in connection with the Business, including those in whatever form, which arise or accrue before the Closing Date, whether disputed or undisputed, but excluding all such rights which arise or accrue with respect to Excluded Assets and any other assets excluded pursuant to Section 2.2; (f) to the extent transferable, the Governmental Authorizations listed on schedule 1.1(b), together with Exhibit 2.1(f) and held by Seller exclusively for the good will benefit of the business associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights relating to the Business; (cg) the business and goodwill related exclusively to the Business and not arising or accruing with respect to Excluded Assets; (h) all rights under agreementsbooks, commitments records, data and orders other documents related exclusively to the Assets and/or the Assumed Liabilities, including research and development reports, production reports, equipment logs, operating guides and manuals, advertising materials, promotional materials, correspondence and other similar documents and records, records relating exclusively to the Real Property, environmental compliance records related exclusively to the Business, purchase and sales records, accounting records, backup for all accounts payable, backup for all receivables, customer lists, supplier lists, parts lists, engineering data, designs, blueprints, drawings, plans, specifications, whether, written or in electronic or computer media, all customer and referral information, and, subject to Legal Requirements, copies of all Employee personnel records and payroll records; (i) all Intellectual Property rights of Seller used exclusively in the Business, including all Intellectual Property rights of Seller in the materials referred to in Section 2.1(h), trade secrets and designs related exclusively to the extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreementBusiness, including, but not limited to all agreements with schoolsto, advertisers, subcontractors and suppliers, any and all agreements, commitments and orders relating rights to the distribution of posterstrade name “Veritek”; (dj) all recordsrights of Seller to possession and use of Customer Assets, files, mailing lists, customer lists landlord assets located at the Real Property and other information personal property leased from third-parties and data relating to used by Seller exclusively in the Business, including all records relating to agreements Business and commitments relating to postering activities; (e) all prepaid expenses relating to the Business; (f) all claims against third parties liabilities arising out of the operation of the Business, including claims under manufacturers and vendors warrantiestherefrom; and (gk) all accounts receivable arising out the assets and software procured by Seller pursuant to Section 6.9. All of the operation of property and assets to be transferred to Veritek pursuant to this Section 2.1 are herein referred to collectively as the Business“Assets.”

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 hereby sells shall sell, convey, assign, transfer and assigns deliver to Campus VoiceBuyer, and Campus Voice purchases Buyer shall purchase and acquires acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, the Gaithersburg Business as a going concern, including all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20Seller’s right, 1996 title and interest in and to all of the assets acquired by Seller in connection with the operation Seller’s property and assets, real, personal or mixed, tangible and intangible, of the Business since December 20, 1996, including, to the extent Gates had an interest therein as of December 20, 1996, all of Gates's equipment of any every kind and description, wherever locatedwhich were at the Effective Time (or which at any time during the period from September 24, together with all parts, accessories and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally2003, to the extent acquired by Seller Effective Time were) located at the Gaithersburg Facility or otherwise arising used in the operation Gaithersburg Business, including those assets used in the preparation, copying, printing, binding, drilling, labeling, collating, assembling and sale of its digital printing and off-set printing products and the Business by Seller after December 20furnishing of related services to customers (including graphic design, 1996mailing, all of special finishing, storage, fulfillment and delivery) as well as any goodwill associated therewith, including the following assets (but excluding the assets being acquired from Seller being collectively referred to below as the "Excluded Assets"): (a) all tangible assets, wherever locatedthe Gaithersburg Lease, including poster board frames, poster board kiosks, fixtures and related equipment; inventory and work in process; photographs, art work, promotional materials and archives; equipment (including office and computer equipment) and furniture; and office supplies, stationery, forms, and labelsthose items listed on Schedule 2.1(a); (b) all computer software and all rights in the trademarks, trade names and logos (including registrations and applications for registration of any of them) used by Gates or Seller in connection with the BusinessGaithersburg Tangible Personal Property, including those items listed on schedule 1.1(bSchedule 2.1(b), together with the good will of the business associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights relating to the Business; (c) all rights under agreementsGaithersburg Software which was located at the Gaithersburg Facility on or after September 24, commitments and orders relating to the Business2003, to the extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreement, including, but not limited to all agreements with schools, advertisers, subcontractors and suppliers, and all agreements, commitments and orders relating to the distribution of postersincluding those listed on Schedule 2.1(c); (d) all records, files, mailing lists, customer lists and other information and data relating to the Business, including all records relating to agreements and commitments relating to postering activitiesGaithersburg Inventories; (e) all prepaid expenses relating Gaithersburg Contracts, including those Contracts with customers of the Gaithersburg Business listed on Schedule 2.1(e)(i) and those Contracts with vendors or suppliers of the Gaithersburg Business listed on Schedule 2.1(e)(ii), and all outstanding offers or solicitations made by or to Seller to enter into any Contract related to the Gaithersburg Business; (f) all claims against third parties arising out of Gaithersburg Government Authorizations, in each case if and to the operation of the Business, including claims under manufacturers and vendors warranties; andextent transferable to Buyer; (g) all accounts receivable Gaithersburg Records; (h) all Gaithersburg Intangible Rights and Property; (i) all Gaithersburg Claims; (j) the right to prepaid expense with respect to Heidelberg Service Contract 700006240 for Heidelberg QuickMaster DI 46-4 (PLUS VERSION) 991225, Serial No. 991225; and (k) all other properties and assets of every kind, character and description, tangible or intangible, owned by Seller and used or held for use in connection with the Gaithersburg Business, whether or not similar to the items specifically set forth above. 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 arising out of or related to the operation of the BusinessAssets unless Buyer 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, Seller hereby sells and assigns to Campus Voiceshall, and Campus Voice purchases shall cause its Affiliates to, sell, convey, assign and acquires from Sellertransfer to Buyer, all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20and Buyer shall purchase and acquire, 1996 free and all of the assets acquired by Seller in connection with the operation of the Business since December 20, 1996, including, to the extent Gates had an interest therein as of December 20, 1996, all of Gates's equipment clear of any kind and description, wherever located, together with all parts, accessories and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally, to the extent acquired by Seller or otherwise arising in the operation of the Business by Seller after December 20, 1996Encumbrance, all of the following properties and assets (but excluding the assets being acquired from Seller being collectively referred to below as the "Excluded Assets"): (a) all tangible assetsinventories of Seller and its Affiliates that are Related to the Business, wherever located, owned by Seller or its Affiliates as of the date of this Agreement, including poster board framesall finished goods, poster board kiosks, fixtures and related equipment; inventory and work in process; photographs, art workraw materials, promotional spare parts, packaging and labeling materials, and all other materials and archives; equipment supplies to be used or consumed by Seller or its Affiliates in the production or supply of finished goods that are Related to the Business (including office and computer equipment) and furniture; and office suppliescollectively, stationery, forms, and labelsthe "Inventory"); (b) all machineries, equipment, tools, furniture, office equipment, computer software hardware, supplies, materials and all rights other items of tangible personal properties (other than those items of tangible personal properties described in the trademarks, trade names any other provisions of this Section 1.1 and logos (including registrations and applications for registration items of any of them) used by Gates or Seller in connection with the Business, including those listed on schedule 1.1(b), together with the good will of the business associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights tangible personal properties relating to the BusinessERP System and the Production System) of every kind owned or leased by Seller and its Affiliates as of the date of this Agreement that are Related to the Business (collectively, the "Tangible Personal Property"), including all tangible personal properties listed on Section 2.4(b) of the Disclosure Schedule; (c) subject to Section 1.9, all rights under agreementsApplicable Contracts that are identified as "Assumed Contracts" on Section 2.8(a) of the Disclosure Schedule, commitments and orders relating to but excluding the Business, to the extent that they remain unperformed or unfulfilled on, or by their terms continue afterExcluded Contracts (collectively, the date of this agreement, including, but not limited to all agreements with schools, advertisers, subcontractors and suppliers"Assumed Contracts", and all agreementseach, commitments and orders relating to the distribution of postersan "Assumed Contract"); (d) all documents, records, electronic and other data and other compilations of information in any form Related to the Business in the possession or control of Seller or its Affiliates (including MFRI and any other Affiliates of Seller engaged in the Filter Bag Business) as of the date of this Agreement, including, without limitation, all customer and supplier lists, inventory and cost records, sales records, accounts receivable, aging reports, blueprints, production reports and records, bills of materials, service and warranty records, inventory files, mailing listsoperating guides and manuals, customer lists financial and accounting records and copies of all data files and databases to the extent that it is commercially reasonable to copy such data files and databases (it being understood that Seller shall have the right to (i) copy and utilize for the sole purpose of paying the Accounts Payable and collecting the Accounts Receivable all files and databases contained in, used in or generated by the ERP System and (ii) to copy and retain all files and databases contained in, used in or generated by the Production System that are Related to the Business), provided, that (i) Seller shall cease using and shall delete, purge or render permanently unusable all ERP System files in accordance with the method set forth in Section 4.10 (other than those ERP System files that Seller (or any Affiliate thereof) is required to retain and/or access in order to comply with Legal Requirements or bona fide record-keeping or archival policy requirements of Seller (or any Affiliate thereof)) no later than 180 days after the Closing Date; and (ii) all records, electronic and other data, or compilations of information that are Related to the Business which are owned or controlled by, and data relating in the Information System of, Midwesco Filter Resources, Inc., a subsidiary of MFRI ("Midwesco"), shall be excluded for purposes of this Section 1.1 and shall instead be redacted or rendered not useable in accordance with the procedures set forth in Section 4.10; (e) except for the Excluded Assets set forth in Sections 1.2(l) and (m), all of the intangible rights and Seller Intellectual Property of Seller and its Affiliates as of the date of this Agreement that are Related to the Business, including the Owned Intellectual Property, and all records relating to agreements going concern value and commitments relating to postering activities; (e) all prepaid expenses relating goodwill of Seller that is Related to the BusinessBusiness (it being understood that to the extent any IP License is an Assumed Contract and/or any other Seller Intellectual Property was acquired by Seller and/or its Affiliates pursuant to an Assumed Contract, the transfer of such IP License and/or such other Seller Intellectual Property shall be subject to Section 1.9); (f) all claims causes of action of Seller and its Affiliates against third parties related to the Assets (including the right to bring claims arising out of any manufacturers’ or vendors’ warranties issued for the operation benefit of Seller and its Affiliates with respect to the BusinessAssets) (for the avoidance of doubt, including such causes of action shall not include the right to bring claims arising under manufacturers and vendors warranties; andor in connection with any insurance policies owned by Seller or under which Seller is a beneficiary or any Tax Returns of Seller for periods prior to the Closing Date); (g) all accounts receivable arising out rights of Seller and its Affiliates relating to deposits and prepaid expenses as of the operation date of this Agreement and claims for refunds and rights to offset in respect thereof that are Related to the Business, in each case which are not excluded under Section 1.2(f) or (g). All of the Businessproperties 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 will not include the assumption of any liability or obligation in respect thereof unless Buyer expressly assumes such liability or obligation pursuant to Section 1.3(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 hereby sells and assigns Bactolac (as appropriate) shall sell, convey, assign, transfer and deliver to Campus VoiceBuyer, and Campus Voice purchases Buyer shall purchase and acquires acquire from SellerSeller and Bactolac (as appropriate), free and clear of any Encumbrances other than Permitted Encumbrances, all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20Seller's and Bactolac's (as appropriate) right, 1996 title and interest in and to all of the assets acquired by Seller in connection Seller's and, solely with the operation of the Business since December 20, 1996, including, respect to the extent Gates had an interest therein Bactolac Assets, Bactolac's (as appropriate) property and assets, real, personal or mixed, tangible and intangible, of December 20, 1996, all of Gates's equipment of any every kind and description, wherever located, together with all parts, accessories and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally, to the extent acquired by Seller or otherwise arising in the operation of the Business by Seller after December 20, 1996, all of including the following assets (but excluding the assets being acquired from Seller being collectively referred to below as the "Excluded Assets"): (a) all tangible assets, wherever located, including poster board frames, poster board kiosks, fixtures and related equipment; inventory and work in process; photographs, art work, promotional materials and archives; equipment Real Property (including office and computer equipment) and furniture; and office supplies, stationery, forms, and labelsexcluding the Wetland Parcel); (b) all computer software Tangible Personal Property, including those items described in Schedule 2.1(b) and Section 5.3 of the Disclosure Schedule; (c) all Inventories; (d) all Accounts Receivable; (e) all rights and benefits under the Seller Contracts, including those listed in Section 3.17(a) of the Disclosure Schedule, and all outstanding offers or solicitations made by or to Seller to enter into any Contract; (f) all rights and benefits under manufacturers' and vendors' warranties relating to the Business and the Assets; (g) all Governmental Authorizations and all pending applications therefor or renewals thereof, in each case to the trademarksextent transferable to Buyer; (h) all data and Records related to the Business and operations of Seller, trade names including client and logos 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, all personnel Records; (i) all of the intangible rights and property of Seller, including registrations Intellectual Property, going concern value, goodwill, telephone, telecopy and applications e-mail addresses and listings, Seller's name and any derivation thereof, and those items listed in Section 3.22(a) of the Disclosure Schedule; (j) 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 Business or the Assets, whether choate or inchoate, known or unknown, contingent or noncontingxxx, xncluding all such claims listed in Schedule 2.1(k); (l) all rights of Seller relating to deposits and prepaid expenses, claims for registration refunds (other than refunds of any income taxes) and rights to offset in respect thereof; (m) the Bactolac Assets (excluding the Wetland Parcel), consisting of themthe Tangible Personal Property set forth on Section 5.3 of the Disclosure Schedule and the Real Property set forth on Section 5.4 of the Disclosure Schedule; (n) all rights and benefits under the Bactolac Contracts, if any; (o) all of Seller's rights under, including claims to enforce, that certain (i) Non-Competition Agreement, by and among Neil Sirkin, Nutrition For Life International, Inc., and Bactoxxx, xxxxx November 30, 1999, (ii) Employment Agreement between Seller and Neil Sirkin, dated November 30, 1999, (iii) Release and Settlexxxx Xxxxxxent, by and among ANI, Bactolac, Allan I. Sirkin and Neil Sirkin, dated June 29, 2001, and (iii) Sepxxxxxxx, Xeleasx xxx Xxxxxement Agreement, by and between Seller and Neil Sirkin, dated October 31, 2003 (collectively, the "Sirkin Xxxxxxxxx"). (p) the lockbox accounts used by Gates Selxxx xx the collection of Accounts Receivable ("Lockboxes"); (q) the Ford Explorer, bearing vehicle identification number 1FMDU34X5VZB46312 currently owned by Neil Sirkin but used by Seller xx xxx Xxxxness ("Sirkin Vehiclx"); (r) 166 shares of common stock of KMarx Xxxxoration.; and (s) all other properties and assets of every kind, character, and description, tangible or intangible, owned by Seller and used or held for use in connection with the Business, including those listed on schedule 1.1(b), together with whether or not similar to the good will items specifically set forth above. All of the business associated with those trademarksproperty and assets to be transferred to Buyer hereunder are herein referred to collectively as the "Assets." Notwithstanding the foregoing, trade names and logos; all rights in copyrights (including registrations and applications for registration the transfer of the Assets pursuant to this Agreement shall not include the assumption of any copyrights); and all other intangible property and proprietary rights relating Liability related to the Business; (c) all rights under agreements, commitments and orders relating Assets unless Buyer expressly assumes that Liability pursuant to the Business, to the extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreement, including, but not limited to all agreements with schools, advertisers, subcontractors and suppliers, and all agreements, commitments and orders relating to the distribution of posters; (d) all records, files, mailing lists, customer lists and other information and data relating to the Business, including all records relating to agreements and commitments relating to postering activities; (e) all prepaid expenses relating to the Business; (f) all claims against third parties arising out of the operation of the Business, including claims under manufacturers and vendors warranties; and (g) all accounts receivable arising out of the operation of the BusinessSection 2.5(a).

Assets to be Sold. Seller hereby sells and assigns The Debtors seek to Campus Voice, and Campus Voice purchases and acquires from Seller, complete a sale of all or substantially all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20, 1996 and all of the assets acquired by Seller in connection with the operation of the Business since December 20, 1996, including, to the extent Gates had an interest therein as of December 20, 1996, all of Gates's equipment of any kind and description, wherever located, together with all parts, accessories and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally, to the extent acquired by Seller or otherwise arising in the operation of the Business by Seller after December 20, 1996, all of the following assets Purchased Assets (the assets being acquired from Seller being collectively referred to below as the "Assets"):“Sale”). The Purchased Assets comprise, among other things: (a) all tangible assets, wherever locatedproducts of the STB Business, including poster board framesproducts under development, poster board kiosks, fixtures together with masks and related equipment; inventory mask works for the products and work in process; photographs, art work, promotional materials their associated codes and archives; equipment (including office and computer equipment) and furniture; and office supplies, stationery, forms, and labelsmaterials; (b) all computer software and all rights in the trademarks, trade names and logos (including registrations and applications for registration of any of them) used by Gates or Seller in connection with the Business, including those listed on schedule 1.1(b), together with the good will inventory of the business associated STB Business that are held for sale or resale including any raw materials, work in process, finished goods, consumables, service parts, packing materials and supplies, wherever located and the open purchase orders with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications NXP for registration of any copyrights); and all other intangible property and proprietary rights relating inventory to the Businessextent Purchaser elects at Closing to assume such purchase orders; (c) all rights under agreementstrade accounts receivable, commitments notes receivable, negotiable instruments and orders relating to chattel paper of the STB Business, to excluding that certain note receivable from NXP classified as a note receivable from related party on the extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreement, including, but not limited to all agreements with schools, advertisers, subcontractors and suppliers, and all agreements, commitments and orders relating to the distribution of postersInterim Balance Sheet; (d) all records, files, mailing lists, customer lists and other information and data relating the Leased Real Estate leased or subleased by the Company or any Subsidiary listed in Schedule 1.1(d) to the Business, including all records relating to agreements and commitments relating to postering activitiesStalking Horse Agreement; (e) all prepaid expenses relating tangible assets of the STB Business, including machinery, equipment (including laboratory equipment and test equipment), tools, dies, appliances, furniture, supplies, office supplies, office equipment, fixtures, information technology related hardware and equipment (including computers, servers, storage devices, telecommunications facilities and printers), telephone systems, telecopiers and photocopiers and other tangible personal property of every kind and description (i) that are either (a) listed in Schedule l.l(e)(i) of the Disclosure Schedule to the BusinessStalking Horse Agreement or (b) located in the facilities subject to the Transferred Leases on the date of the Stalking Horse Agreement, including without limitation, the data centers in Belfast, Ireland and Austin, Texas, (none of which Tangible Personal Property shall be relocated between signing and Closing), (ii) all Personal Productivity Tools, (iii) fifty percent (50%) of the Miscellaneous Office Supplies located at the facilities subject to the Facility Use Agreement, and (iv) all leases and subleases of any such Tangible Personal Property as to which the Company or any Subsidiary is the lessee or sublessee, together with any options to purchase the underlying Tangible Personal Property, which leases and subleases are listed in Schedule 1.1(e)(iv) of the Disclosure Schedule to the Stalking Horse Agreement; (f) all claims against third parties arising out of Software owned by or licensed to the operation of the BusinessCompany or any Subsidiary, including claims under manufacturers and vendors warranties; andall Software bundled and/or licensed with any Products, owned by the Company or any Subsidiary; (g) all accounts receivable arising out Purchased Intellectual Property Assets, all goodwill associated with the Purchased Intellectual Property Assets and all rights of the operation Company or any of its Subsidiaries under the Purchased Intellectual Property Assets, including remedies against past, present, and future infringement or misappropriation of the Purchased Intellectual Property Assets, including, without limitation, income, royalties and damages related to any of the foregoing, and rights to protection of past, present, and future interests in any Purchased Intellectual Property Assets under the Laws of all jurisdictions, except any royalties or license fees payable to the Company or its Subsidiaries under that certain IP Block License and Development Agreement dated December 23, 2011 between the Company and RDA Technologies, Ltd.; (h) the Company’s and each Subsidiary’s right, title and interest in, to or under each Contract for Licensed Intellectual Property Assets that are used in the STB Business., including processors, busses, input/output, memory and other IP blocks for integration with or into the system-on-a-chip Products, operating systems, middleware, libraries, drivers and development tools bundled with any Products or used in the development of any Products assumed by Purchaser at Closing plus any Contracts assumed pursuant to Section 7.9 of the Stalking Horse Agreement; (i) all Seller Contracts to which the Company or a Subsidiary is a party and that are listed in Schedule 1.1(i)(i) to the Stalking Horse Agreement (including, but not limited each such Seller Contract for Licensed Intellectual Property, all purchase orders and license agreements with customers of the STB Business, all supply chain related agreements and all distribution agreements) and any outstanding offers or solicitations listed in Schedule 1.1(i)(ii) of the Disclosure Schedule Stalking Horse Agreement made by or to the Company or any Subsidiary to enter into any Contract relating to the STB Business or any Purchased Asset in both cases to the extent such Seller Contracts are assumed by Purchaser at Closing or assumed by Purchaser pursuant to Section 7.9 of the Stalking Horse Agreement except Purchaser prior to Closing may elect, in its sole discretion, to exclude any such Seller Contract from the Purchased Assets (and such Contract shall automatically become a Retained Contract); (j) all prepaid expenses, deposits and advance payments of the Company or any Subsidiary with respect to the STB Business or Leased Real Estate and all rights of the Company or any Subsidiary to receive discounts, refunds, reimbursements, rebates, awards and other similar benefits, in each case, with respect to the STB Business or Leased Real Estate; (k) cash in an amount equal to the Company Retention Bonus Liability, Accrued Severance Benefits and the Accrued Retirement Benefits (provided, that to the extent the Accrued Retirement Benefits are funded through cash held in trusts or other accounts that can be transferred or rolled over to the Purchaser as of the Closing, then the delivery of such trusts or accounts shall be made in lieu of the delivery of cash); (1) claims and rights (and benefits arising therefrom) with or against all Persons, including all rights against suppliers, under warranties covering any Owned Inventory or Tangible Personal Property included within the Purchased Assets;

Assets to be Sold. Subject to and in accordance with the terms and conditions of this Agreement, at the Effective Time, Seller hereby sells shall transfer, convey, assign and assigns deliver, or shall cause to Campus Voicebe transferred, conveyed, assigned and delivered, to Purchaser, and Campus Voice purchases Purchaser will acquire and acquires accept from Seller, all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20Seller's right, 1996 title and all interest, of the assets acquired by Seller in connection with the operation of the Business since December 20, 1996, including, to the extent Gates had an interest therein as of December 20, 1996, all of Gates's equipment of any every kind and description, wherever located, together with all parts, accessories to the following properties and attachments, all assets (any item qualified by the term "of Gates's inventory and the Divisions" meaning any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or leasesuch 2 item relating to, or furnished used or to be furnished under contracts of service; and all of Gates's trademarksuseful in connection with, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 businesses or operations of the Uniform Commercial Code as adopted in Tennessee, and, additionally, Divisions irrespective of whether title to the extent acquired by Seller or otherwise arising ownership of such item is in the operation name of Seller, one of the Business by Seller after December 20, 1996, all of the following assets (the assets being acquired from Seller being collectively referred to below as the "Assets"Divisions or SMI): (a) all tangible assetsAll of Seller's right, wherever located, including poster board frames, poster board kiosks, fixtures title and related equipment; inventory interest in and work in process; photographs, art work, promotional materials to the business of the Divisions as a going concern and archives; equipment (including office and computer equipment) and furniture; and office supplies, stationery, forms, and labelsthe goodwill pertaining thereto; (b) All of Seller's right, title and interest in and to the Inventory plus all computer software and all rights in the trademarks, trade names and logos (including registrations and applications for registration of any of them) used by Gates or Seller in connection with the Business, including those listed on schedule 1.1(b), together with the good will work-in-progress of the business associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights relating to the BusinessDivisions; (c) all rights under agreementsAll of Seller's right, commitments title and orders relating to the Businessinterest, to the extent that they remain unperformed in whatever media or unfulfilled onform, or by their terms continue afterof every kind and description whatsoever, the date of this agreement, including, but not limited in and to all agreements with schoolssales and equipment documentation of the Divisions, advertisersincluding without limitation, subcontractors and suppliers, all sales literature (including original artwork and all agreementsstationery, commitments envelopes and related items), forms of sales invoices, purchase orders relating to the distribution and sales contracts, bills of postersmaterials, instruction and repair manuals, sales training materials, equipment designs, specifications, drawings and notes, blueprints, technical drawings and notes and other technical information; (d) All of Seller's right, title and interest, in whatever media or form, of every kind and description whatsoever, in and to all recordsproprietary information of the Divisions, including without limitation all historical and current sales information, historical and current accounting data, software programs, computer data files, mailing lists, customer lists and files, price lists, competitor files, quote files, sales invoices, purchase orders, costing files, log books, sales contracts and manufacturing and purchasing records and files and all other information books and data relating to records of the Business, including all records relating to agreements and commitments relating to postering activitiesDivisions; (e) All of Seller's right, title and interest, in and to all prepaid expenses relating to of the Businessfollowing tooling and other equipment of the Divisions: all patterns, jigs and fixtures, trade show booths and sales demonstration models; (f) All of Seller's right, title and interest in and to all claims against third parties arising out United States and foreign patents, patent rights, patent applications and licenses, trademarks, trademark rights, service marks, service mark xxxhts, trade names, trade name rights, copyrights, trade secrets, shop rights, inventions, know-how, formulae, product designs, engineering documentation, drawing specifications, research and development material, product improvements, production schedules, testing procedures, technical information, unpatented inventions, techniques, discoveries, designs, proprietary rights and non-public information, whether patentable or not, and registrations, reissues and extensions thereof and applications and licenses therefor, of the operation Divisions, including without limitation, all such intellectual property owned by or in the name of SMI that is used in, useful or necessary to the business or operations of the Business, including claims under manufacturers Divisions (the "Patents and vendors warranties; andTechnology"); (g) all accounts receivable arising out All of Seller's right, title and interest in and to the customer sales contracts, customer purchase orders, customer rental agreements and other customer agreements of the operation Divisions; (h) All of Seller's right, title and interest in and to all of the Business.goodwill and trade connections of the Divisions and the Seller's right to use the following names: "Sanbxxx", "Sanbxxx Xxxhnologies", "Sanbxxx Xxxcess Equipment", "Separation Technologies, Inc.", and "SanTech";

Assets to be Sold. Subject to the terms and conditions of this Agreement, on the Closing Date (as defined in Section 6.1), Seller hereby sells shall sell, transfer and assigns assign to Campus VoiceBuyer, subject only to the liens, encumbrances and Campus Voice purchases and acquires from Sellercharges hereinafter set forth, all of the assets previously owned by Gates that were acquired by Seller at the foreclosure sale held on December 20Seller's right, 1996 title and all of the assets acquired by Seller interest in connection with the operation of the Business since December 20, 1996, including, and to the extent Gates had an interest therein as of December 20, 1996, all of Gates's equipment of any kind and description, wherever located, together with all parts, accessories and attachments, all of Gates's inventory and any agreements for lease of same and rentals therefrom, and all of Gates's accounts, accounts receivable, contract rights, chattel paper, software, documents, instruments and general intangibles and the proceeds therefrom wherever located, and whether held for sale or lease, or furnished or to be furnished under contracts of service; and all of Gates's trademarks, patents and copyrights and related interests, all to the full extent that they are within the scope of Article 9 of the Uniform Commercial Code as adopted in Tennessee, and, additionally, to the extent acquired by Seller or otherwise arising in the operation of the Business by Seller after December 20, 1996, all of the following assets and properties (the assets being acquired from Seller being collectively referred to below as the "Assets"): (a) all tangible assetsAll inventories of raw materials, wherever locatedsupplies, including poster board frames, poster board kiosks, fixtures and related equipment; inventory and work in process; photographs, art work, promotional materials progress and archives; equipment finished goods used or held in connection with the Seller's Business or its products as of the Closing [as hereinafter defined] (including office and computer equipment) and furniture; and office supplies, stationery, forms, and labelscollectively the "Inventory"); (b) all All furnishings, vehicles, fixtures, spare parts, tools, machinery and equipment, computer software equipment, office equipment and all rights in the trademarkspacking and packaging materials wherever located, trade names and logos (including registrations and applications for registration of any of them) used by Gates or Seller held in connection with the Business, including those listed on schedule 1.1(b), together with the good will of the business associated with those trademarks, trade names and logos; all rights in copyrights (including registrations and applications for registration of any copyrights); and all other intangible property and proprietary rights relating to the Seller's Business; (c) all rights under agreements, commitments and orders relating to All accounts receivable held by Seller as of the Business, to Closing (the extent that they remain unperformed or unfulfilled on, or by their terms continue after, the date of this agreement, including, but not limited to all agreements with schools, advertisers, subcontractors and suppliers, and all agreements, commitments and orders relating to the distribution of posters"Accounts Receivable"); (d) all records, files, mailing lists, customer lists and other information and data relating to the Business, including all records relating to agreements and commitments relating to postering activitiesThe Assumed Liabilities (as hereinafter defined); (e) Any patents, trademarks and trade names, trademark and trade name registrations, service marks and service xxxx registrations, copyrights and copyright registrations, the applications therefor and the licenses and franchises with respect thereto, together with the goodwill and the business appurtenant thereto; and all prepaid expenses relating trade secrets, technology (including technology with respect to which Seller is a sublicensee, in such case only insofar as permitted under the applicable sublicense agreement), processes, inventions, designs, drawings, blueprints, specifications, patterns, royalties, privileges, permits and all other similar intangible personal property, in each case, used or held in connection with Seller's Business, as limited by the provisions of Schedule 1.1(e); (f) all claims against third parties arising out All papers, documents, instruments, books and records, files, agreements, books of account and other records pertaining to the Assets or Seller's Business (including without limitation customer invoices, customer lists, vendor and supplier lists, drafts and other documents and materials relating to customer transactions), other than those that pertain primarily to the Excluded Assets (as hereinafter defined) and are not reasonably necessary for the operation of Seller's Business and other than the Business, including claims under manufacturers Warehouse Sublease and vendors warrantiesLong Island Railroad documents (each as hereinafter defined); and (g) all accounts receivable arising out All other assets and rights of every kind and nature, personal, tangible or intangible, that are owned and used by Seller in connection with Seller's Business, including the operation of Lease and the BusinessWarehouse Sublease, except for assets and rights specifically excluded pursuant to Section 1.2.