Common use of Conveyance of Assets Clause in Contracts

Conveyance of Assets. Subject to and upon the terms and conditions contained herein, on the Closing Date, Seller shall sell, convey, transfer, deliver and assign to Purchaser all of Seller's right, title and interest in and to the business, properties and assets of Seller used in the Business of the Division (personal, tangible and intangible), including, without limitation, all items of personal property and other assets used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) (individually, an "Asset", and collectively the "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances whatsoever, except as specifically relate to the Assumed Liabilities. Without limiting the foregoing, the Assets specifically include: (a) All of the Real Property, personal property, plant, furniture, fixtures, equipment and goodwill of Seller of every kind and used in the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and all items owned by Seller identified on Exhibit 2.1(a)(ii) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxd (b) All inventories maintained by Seller used in the business of the Division that are situated in the locations set forth in Exhibit 2.1 (a) (i) attached hereto; (c) All rights under Contracts and leases related to the Business or the Division including leases identified on Exhibit 3.7 and Contracts identified on Exhibit 3.14 attached hereto (excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser pursuant to this Agreement); (d) All accounts receivable as of the Closing Date related to the Division and the accounts receivable records related to such receivables; (e) The books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Assets, all of which shall be delivered to Purchaser;

Conveyance of Assets. Subject to Section 2 hereof, the Assignor hereby sells, conveys, transfers, assigns and upon delivers unto the terms Assignee and conditions contained hereinits successors and permitted assigns, on the Closing Dateforever, Seller shall sell, convey, transfer, deliver and assign to Purchaser all of Seller's the Assignor’s right, title and interest in and to the business, properties and assets of Seller used the Assignor at the Effective Date, other than the Excluded Assets (as defined in below), of every kind and description wherever located and whether tangible or intangible or real, personal or mixed, and as the Business same shall exist on the Closing Date, whether or not appearing on the books of the Division Assignor, set forth below (personalcollectively, tangible the “Assets”) including, without limitation, the following: (a) Intentionally Omitted; (b) all of the Assignor’s real property (the “Real Property”), including the structures, improvements, buildings, and intangible)fixtures located thereon, and all other interests in such real property appurtenant thereto, including, without limitation, all items leaseholds, easements, rights of personal property way, licenses and other assets used in connection with the Business conducted by the Division rights and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) (individually, an "Asset", and collectively the "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances whatsoever, except as specifically relate Assignor pertaining to the Assumed Liabilities. Without limiting the foregoing, the Assets specifically include: (a) All of the such Real Property, personal property, plant, furniture, fixtures, equipment and goodwill of Seller of every kind and used in all as described on Schedule 2.1(b) to the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and all items owned by Seller identified on Exhibit 2.1(a)(ii) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxd (b) All inventories maintained by Seller used in the business of the Division that are situated in the locations set forth in Exhibit 2.1 (a) (i) attached heretoPurchase Agreement; (c) All rights under Contracts all fixtures and leases related improvements, including storage facilities, laboratories, works, structures, fixtures, landings, construction in progress, improvements, betterments, installations and additions constructed, erected, or located at any Real Property, all to the Business or extent owned and transferable by the Division including leases identified on Exhibit 3.7 and Contracts identified on Exhibit 3.14 attached hereto (excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser pursuant to this Agreement)Assignor; (d) All accounts receivable as all of the Closing Date related Assignor’s right, title and interest of in, to and under the contracts, agreements, leases, commitments, licenses (including software licenses, end-user maintenance contracts, OEM and VAR contracts, and various professional services contracts), sales and purchase orders, product warranties and proprietary information relating primarily to the Division Business which remain in effect on the Closing Date, all of which are listed or described on Schedule 2.1(d) to the Purchase Agreement (collectively, the “Contracts”) and all rights (including rights of refund and offset), privileges, deposits, claims, causes of action and options relating or pertaining to any of the accounts receivable records related to such receivablesContracts; (e) all the trucks, trailers and other certificated vehicles used in the Business, including, without limitation, all of the items described in Schedule 2.1(e) to the Purchase Agreement (the “Vehicles”); (f) all of the Assignor’s furniture, equipment, machinery, apparatus, tools, dies, appliances, vehicles, pumps, motors, tanks, implements, spare parts, supplies, telephone equipment and all other office equipment and all other tangible personal property of every kind and description (other than the Vehicles) (the “Equipment”). The Equipment includes, without limitation, all of the items listed in Schedule 2.1(f) to the Purchase Agreement; (g) all right, title and interest of the Assignor in computer equipment and hardware, including, without limitation, all central processing units, terminals, disk drives, tape drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems and other communication controllers, and any and all parts and appurtenances thereto, together with all intellectual property used by the Assignor in the operation of such computer equipment and hardware, including, without limitation, all software, all of the Assignor’s rights under any licenses related to the Assignor’s use, at any time, of such computer equipment, hardware or software, and all leases pursuant to which the Assignor leases any computer equipment, hardware or software, all as set forth on Schedules 2.1(g) and 2.1(k) to the Purchase Agreement; (h) all licenses, permits, certificates, approvals, qualifications and the like, issued or to be issued by any government or governmental unit, whether federal, state, local or other, primarily relating to the Assets or the Business, to the extent transferable or assignable by the Assignor, including, without limitation, those listed on Schedule 2.1(h) to the Purchase Agreement; (i) all of the Assignor’s intangible assets, including, without limitation, the Intellectual Property of the Assignor, including, without limitation, those items of Intellectual Property listed on Schedule 2.1(i) to the Purchase Agreement, agreements by others not to compete, and all other rights and privileges owned by the Assignor or related to the sale of the Assets; (j) except as provided in Section 2.2(b) to the Purchase Agreement, all books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Business including all customer lists, supplier lists, manuals, books, files, procedures, systems, financial records, business records, production and purchase records, advertising materials, and catalogues used primarily in the Business (including all data and information stored on discs, tapes or other media and such discs, tapes or other media); (k) all transferable computer programs or other software owned by the Assignor, including, without limitation, those described on Schedule 2.1(k) to the Purchase Agreement; (l) the business and goodwill of the Assignor; (m) all prepaid expenses and deposits of the Assignor; (n) any rights to causes of action, claims and demands that are or may be asserted by the Assignor relating primarily to the Business, including, without limitation, those listed on Schedule 2.1(n) to the Purchase Agreement; (o) all insurance proceeds and insurance claims of the Assignor relating to all or any part of the Assets and, to the extent transferable, the benefit of and the right to enforce the covenants and warranties, if any, that the Assignor is entitled to enforce with respect to the Assets against the Assignor’s predecessors in title to the Assets; (p) all of the Assignor’s backlog of orders for unperformed work on existing customer contracts, all of which shall be delivered are (i) accepted by the Assignor in the ordinary course of business prior to Purchaserthe Closing or (ii) listed in Schedule 2.1(p) to the Purchase Agreement and, in each case, not invoiced or shipped or canceled prior to the Closing; (q) all the Assignor’s rights, pursuant to the equipment lease agreements and equipment loan agreements listed on Schedule 2.1(q) to the Purchase Agreement, to use the leased equipment set forth on such Schedule; and (r) all other or additional privileges, rights, interests, properties and assets of the Assignor of every kind and description and wherever located.

Conveyance of Assets. Subject to and upon the terms and conditions contained herein, on the Closing Date, Seller shall sell, convey, transfer, deliver and assign to Purchaser PRG Sub all of Seller's right, title and interest in and to the business, properties and assets of Seller used in the Business of the Division S e ller (personal, tangible and intangible), including, without limitation, all items of personal property and other assets used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) (individually, an "Asset", and collectively the "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances whatsoever, except as specifically relate assumed by PRG pursuant to the Assumed LiabilitiesSection 1.3(b) hereof. Without limiting the foregoing, the Assets specifically include: (a) All A l l of the Real Propertybusiness, personal property, plant, furniture, fixtures, equipment and goodwill of Seller of every kind and used in the Business wherever situated in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and interest, including, but not limited to, all items owned by Seller identified on Exhibit 2.1(a)(ii1.1 (a) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxdhereto; (b) All inventories maintained by Seller, including, but not limited to, all items owned by Seller used in the business of the Division that are situated in the locations set forth in identified on Exhibit 2.1 (a) (i1.1(b) attached hereto; (c) All rights under Contracts and leases related to the Business or the Division including leases contracts identified on Exhibit 3.7 2.7 and Contracts identified on Exhibit 3.14 2.14 attached hereto (excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser PRG Sub pursuant to this Agreement); (d) All accounts receivable as of the Closing Date related to the Division and the accounts receivable records related to such receivablesSeller; (e) S u bject to applicable laws and regulations, all accounts receivable records of Seller; (f) The books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Assets, all of which shall be delivered to PurchaserPRG Sub; (g) S u bject to applicable laws and regulations, all transferable licenses and other regulatory approvals necessary for or incident to the operation of the Assets; and (h) All clinical and administrative policy and procedure manuals, trade secrets, trademarks, service marks, marketing and promotional materials (including audiotapes, videotapes and printed materials) and all other property rights required for or incident to the marketing of the products and services of the Business, and all books and records relating thereto.

Conveyance of Assets. Subject to and upon the terms and conditions contained hereinprovisions of Section 1.2 hereof, on at the Closing Date, Seller shall sell, convey, transfer, deliver transfer and assign to Purchaser PSC and PSC shall acquire from Seller all of Seller's right, title and interest in and to the business, properties and assets of Seller used in the Business of the Division (personal, tangible and intangible)as a going concern, including, without limitation, all items of personal property and other assets used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) ), whether or not any of such assets have any value for accounting purposes (individually, an individually "Asset", ," and collectively the "Assets"), free and clear of all obligations, security interests, claimsliens, liens claims and encumbrances whatsoever, except as specifically relate assumed by PSC pursuant to the Assumed LiabilitiesSection 1.3(b). Without limiting the generality of the foregoing, the Assets specifically include: (a) All of the Real Propertyreal estate, personal property, plant, furniture, fixturesfixtures and equipment owned by Seller which are utilized in or related to the Business, equipment and goodwill of Seller of every kind and used in the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and including, but not limited to, all items owned by Seller identified on Exhibit 2.1(a)(ii1.1 (a) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxdhereto. (b) All inventories maintained by contracts, agreements and commitments of Seller used in and/or the business of the Division that are situated in the locations set forth in Exhibit 2.1 (a) (i) attached hereto; (c) All rights under Contracts and leases Shareholders related to the Business or the Division including leases identified on Exhibit 3.7 2.6 and Contracts identified Exhibit 2.14 attached hereto and set forth on Exhibit 3.14 attached hereto 1.3(b) and all contracts, agreements and commitments of Seller and/or the Shareholders related to the Business and entered into after the date hereof and prior to the Closing in the ordinary course of business and not in violation of Section 7.1 hereof (but excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser PSC pursuant to this Agreement);Agreement and also excluding physician employment agreements of Seller and any contracts with nurse practitioners and physician assistants of Seller) and all contract rights of Seller incident thereto, and all general intangibles of Seller. (dc) All accounts receivable Subject to applicable laws and regulations, all inventories maintained by Seller as of the Closing Date related as described in Exhibit 1.1(c). (d) Subject to applicable laws and regulations, all accounts receivable of Seller, notes receivable and other rights to receive payments owing to Seller in existence on the Division Closing Date, and all proceeds and cash arising from the collection of same from and after the Closing Date. (e) Subject to applicable laws and regulations, all patient accounts receivable records related to such receivables;of Seller. (ef) The books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Assets, all of which shall be delivered to Purchaser;PSC, or such person as PSC may designate, on the Closing Date. (g) Subject to applicable laws and regulations, all transferable licenses and other regulatory approvals necessary for or incident to the operation of the Assets. (h) Seller's right to use the name "W.J. Xxxxxx, XXI, M.D., P.C." and all other trade and service marks and names and goodwill associated therewith, and all customer lists, clinical and administrative policy and procedure manuals, trade secrets, copyrights, patents, marketing and promotional materials (including audiotapes, videotapes and printed materials) and all other property rights required for or incident to the marketing of the products and services of the Business, and all books and records relating thereto. (i) All of Seller's prepaid expenses, prepaid insurance, deposits and similar items.

Conveyance of Assets. Subject to The conveyance, transfer and upon delivery of the terms Purchased Assets shall be made by CXXX and conditions contained herein, on accepted by Purchaser as of the Closing Date, Seller shall sell, convey, transfer, deliver and assign to Purchaser all of Seller's right, title and interest in and to conditioned upon the business, properties and assets of Seller used in the Business satisfaction of the Division (personal, tangible and intangible), including, without limitation, all items of personal property and other assets used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) (individually, an "Asset", and collectively the "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances whatsoever, except as specifically relate to the Assumed Liabilities. Without limiting the foregoing, the Assets specifically includefollowing: (a) All CXXX shall execute and deliver to Purchaser a bxxx of the Real Property, personal property, plant, furniture, fixtures, equipment and goodwill of Seller of every kind and used sale in the Business in which Seller has any right or interest that are situated in the locations set forth in form of Exhibit 2.1(a)(i1.2(a) attached hereto and all items owned by Seller identified on made a part hereof (the “Bxxx of Sale”); (b) CXXX and Purchaser shall execute and deliver an Assignment and Assumption Agreement in the form of Exhibit 2.1(a)(ii1.2(b) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxd made a part hereof (bthe “Assignment and Assumption Agreement”) All inventories maintained by Seller used in with respect to the business of the Division that are situated in the locations set forth in Exhibit 2.1 Assumed Liabilities and Assigned Contracts (a) (i) attached heretoeach as hereinafter defined); (c) All rights under Contracts CXXX shall execute and leases related deliver to Purchaser an assignment to Purchaser of the Business or Purchased Intellectual Property (as defined in Schedule 1.1) in the Division including leases identified on form of Exhibit 3.7 and Contracts identified on Exhibit 3.14 1.2(c) attached hereto and made a part hereof (excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser pursuant to this Agreement“Intellectual Property Assignment”); (d) All accounts receivable CXXX shall deliver to Purchaser the notices to, and consents and approvals of third parties listed on Schedule 1.2(d); (e) CXXX shall deliver to Purchaser a certificate, dated as of the Closing Date, in form and substance reasonably satisfactory to Purchaser, of the Secretary of Purchaser certifying (i) that attached thereto is a complete and correct copy of the Articles of Incorporation of CXXX, as amended to date, (ii) that attached thereto is a complete and correct copy of the Bylaws of CXXX, as amended to date, and (iii) that attached thereto is a complete and correct copy of resolutions adopted by the board of directors of CXXX, authorizing the execution, delivery and performance of this Agreement and all other agreements executed in connection herewith by CXXX and the transfer of the Purchased Assets to Purchaser hereunder, and that such resolutions, approvals and consents have not been amended or modified in any respect and remain in full force and effect as of the date thereof; (f) CXXX shall execute and deliver such additional instruments of sale, transfer, conveyance and assignment as of the Closing Date related as shall, in the reasonable opinion of Purchaser and its counsel, be necessary or appropriate to vest in Purchaser good, valid and marketable title to the Division and the accounts receivable records related to such receivablesPurchased Assets in accordance with Section 1.1; (eg) Purchaser shall wire transfer the cash payment to or for the account of CXXX in accordance with instructions delivered to Purchaser not less than three (3) business days prior to Closing; (h) The books representations and records warranties of Seller related CXXX set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date; (i) CXXX shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by CXXX at or prior to the Division Closing; (other than those which constitute Excluded Assetsj) relating The representations and warranties of Purchaser set forth in this Agreement shall be true and correct in all material respects at and as of the Closing Date; (k) Purchaser shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by Purchaser at or prior to the Assets, all Closing; and (l) CXXX and Purchase shall execute and deliver a Transition Services Agreement in the form of which shall be delivered to Purchaser;Exhibit 1.2(l) attached hereto and made a part hereof (the “Transition Services Agreement”).

Conveyance of Assets. Subject to and upon At the terms and conditions contained herein, on the Closing Date"Closing" (as defined below), Seller shall sell, agrees to convey, transfer, deliver assign and assign sell to Purchaser Buyer and Buyer agrees to acquire, accept and purchase from Seller, all of Seller's Assets, including without limitation those Assets specifically listed below, as of the Closing Date (as defined below); provided that Gemini and the Jolles Partnership will sell only such assets as relate to the Business. Seller will convey to Buyer at the Closing good and marketable title to all of the Assets, free and clear of all liens or encumbrances, except as specifically provided otherwise herein. The Assets shall include without limitation: (a) The restaurants owned and operated by Seller (the "COMPANY OWNED UNITS") more specifically set forth on Schedule 1.1(a); (b) All of Seller's equipment, furniture, materials and supplies and all other tangible personal property used in or incidental to the Business, including all of the equipment, furniture, materials and supplies listed on Schedule 1.1(b) ("EQUIPMENT") (which Schedule will be provided by Seller, with Buyer's reasonable cooperation, within 10 days following Closing); (c) All of Seller's inventory held by or offered for sale through the Business, whether located at the company-owned units or elsewhere ("INVENTORY"); provided that Buyer will pay Seller an inventory allowance of $3,000 for each Company Owned Unit; (d) All of Seller's employment and personnel records; past and present client records, files, documents and instruments; and all other books, records, instruments and documents arising out of or in connection with the Business ("RECORDS"); provided the Records will be made available to Seller for tax and other reporting purposes; (e) All of Seller's prepaid assets related to the Business and all of Seller's rights, powers and remedies under all contracts to which Seller is a party or by or to which Seller or any of the Assets is subject or bound and that relate to the Business other than franchise agreements ("CONTRACTS") as listed on Schedule 1.1(e); (f) All of Seller's right, title and interest in and to any real property lease, including leases for the business, properties and assets of Seller used in Company Owned Units (the Business of the Division (personal, tangible and intangible"RESTAURANT LEASES"), including, without limitation, all items as listed on Schedule 1.1(f); (g) All of personal property Seller's claims and other assets used choses in action arising out of or in connection with the Business conducted by the Division Business, all warranties, rights and Seller's ownership interests in claims of Seller Subs that are partnerships or limited liability companies under all existing warranties relating to any and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division Assets (except as otherwise provided herein) (individually, an "Asset", and collectively the "AssetsCLAIMS"), free including without limitation and clear of warranties or indemnification rights from Restaurant Systems International, Inc. ("RSI"), and all obligations, security interests, claims, liens rights and encumbrances whatsoever, except as specifically relate claims in and to the Assumed Liabilities. Without limiting security deposits held by third parties including the foregoing, landlords under the Assets specifically include: Restaurant Leases (a) All of the Real Property, personal property, plant, furniture, fixtures, equipment and goodwill of Seller of every kind and used in the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and all items owned by Seller identified on Exhibit 2.1(a)(ii) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxd (b) All inventories maintained by Seller used in the business of the Division that are situated in the locations set forth in Exhibit 2.1 (a) (i) attached hereto; (c) All rights under Contracts and leases related to the Business or the Division including leases identified on Exhibit 3.7 and Contracts identified on Exhibit 3.14 attached hereto (excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser pursuant to this Agreement"DEPOSITS"); (dh) The rights of Seller under any franchise or license agreement between Seller and any third-party, including rights under Seller's Franchise Agreements (as defined in Section 9.12), as listed on Schedule 1.1(h); (i) All accounts receivable as of the Closing Date Seller's rights in intangibles related to the Division and operation of the accounts receivable records related to such receivablesBusiness ("INTANGIBLES"), including without limitation Seller's Intellectual Property (as defined in Section 9.20); (ej) The books and records All of Seller related to the Division (other than those which constitute Excluded Assets) Seller's goodwill relating to the AssetsBusiness, all including good will relating to the Franchise System ("GOODWILL"); (k) All of which shall be delivered to Purchaser;Seller's accounts receivables ("ACCOUNTS RECEIVABLES") including any notes receivables owed by Bain's Franchisees.

Conveyance of Assets. Subject to and upon the terms and conditions contained hereinprovisions of Section 1.2 hereof, on at the Closing Date, Seller shall sell, convey, transfer, deliver transfer and assign to Purchaser PSC and PSC shall acquire from Seller all of Seller's right, title and interest in and to the business, properties and assets of Seller used in the Business of the Division (personal, tangible and intangible)as a going concern, including, without limitation, all items of personal property and other assets used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) ), whether or not any of such assets have any value for accounting purposes (individually, an individually "Asset", ," and collectively the "Assets"), free and clear of all obligations, security interests, claimsliens, liens claims and encumbrances whatsoever, except as specifically relate assumed by PSC pursuant to the Assumed LiabilitiesSection 1.3(b). Without limiting the generality of the foregoing, the Assets specifically include: (a) All of the Real Propertyreal estate, personal property, plant, furniture, fixturesfixtures and equipment owned by Seller which are utilized in or related to the Business, equipment and goodwill of Seller of every kind and used in the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and including, but not limited to, all items owned by Seller identified on Exhibit 2.1(a)(ii1.1 (a) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxdhereto. (b) All inventories maintained by contracts, agreements and commitments of Seller used in and/or the business of the Division that are situated in the locations set forth in Exhibit 2.1 (a) (i) attached hereto; (c) All rights under Contracts and leases Shareholders related to the Business or the Division including leases identified on Exhibit 3.7 2.6 and Contracts identified Exhibit 2.14 attached hereto and set forth on Exhibit 3.14 attached hereto 1.3(b) and all contracts, agreements and commitments of Seller and/or the Shareholders related to the Business and entered into after the date hereof and prior to the Closing in the ordinary course of business and not in violation of Section 7.1 hereof (but excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser PSC pursuant to this Agreement);Agreement and also excluding physician employment agreements of Seller and any contracts with nurse practitioners and physician assistants of Seller) and all contract rights of Seller incident thereto, and all general intangibles of Seller. (dc) All accounts receivable Subject to applicable laws and regulations, all inventories maintained by Seller as of the Closing Date related as described in Exhibit 1.1(c). (d) Subject to applicable laws and regulations, all accounts receivable of Seller, notes receivable and other rights to receive payments owing to Seller in existence on the Division Closing Date, and all proceeds and cash arising from the collection of same from and after the Closing Date. (e) Subject to applicable laws and regulations, all patient accounts receivable records related to such receivables;of Seller. (ef) The books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Assets, all of which shall be delivered to Purchaser;PSC, or such person as PSC may designate, on the Closing Date. (g) Subject to applicable laws and regulations, all transferable licenses and other regulatory approvals necessary for or incident to the operation of the Assets. (h) Seller's right to use the name "Ear, Nose & Throat Associates" and all other trade and service marks and names and goodwill associated therewith, and all customer lists, clinical and administrative policy and procedure manuals, trade secrets, copyrights, patents, marketing and promotional materials (including audiotapes, videotapes and printed materials) and all other property rights required for or incident to the marketing of the products and services of the Business, and all books and records relating thereto. (i) All of Seller's prepaid expenses, prepaid insurance, deposits and similar items.

Conveyance of Assets. Assignor, for Ten and No/100 Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee, the receipt and sufficiency of which consideration are hereby acknowledged and confessed, by these presents does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee, the following described assets and properties (except to the extent constituting Excluded Assets) (collectively, the “Assets”): (a) The undivided interests specified in Exhibit A in, to or under the Hydrocarbon Interests (hereinafter defined) described therein and all other interests of Assignor in, to or under or derived from any lands (i) covered by or subject to any of the Hydrocarbon Interests described in Exhibit A or (ii) included in the geographic area described in Exhibit A-1, even though such interests of Assignor may be incorrectly described or referred to in, or a description thereof may be omitted from, Exhibit A (the “Subject to and upon the terms and conditions contained herein, on the Closing Date, Seller shall sell, convey, transfer, deliver and assign to Purchaser all of Seller's Interests”); (b) All right, title and interest of Assignor in and to the business, properties and assets of Seller used in the Business of the Division (personal, tangible and intangible), including, without limitation, all items of personal property and other assets used in connection with the Business conducted lands covered by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) (individually, an "Asset", and collectively the "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances whatsoever, except as specifically relate subject to the Assumed Liabilities. Without limiting Subject Interests (the foregoing, the Assets specifically include: (a) All of the Real Property, personal property, plant, furniture, fixtures, equipment and goodwill of Seller of every kind and used in the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and all items owned by Seller identified on Exhibit 2.1(a)(ii) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxd (b) All inventories maintained by Seller used in the business of the Division that are situated in the locations set forth in Exhibit 2.1 (a) (i) attached hereto“Land”); (c) All rights under Contracts right, title and leases related interest of Assignor in and to or derived from the following insofar as the same are attributable to the Business Subject Interests or any of the other Assets: (i) all rights with respect to the use and occupancy of the surface of and the subsurface depths under the Land, (ii) all agreements and contracts, easements, rights-of-way, servitudes and other estates, (iii) all real and personal property located in or upon the Lands or used in connection with the exploration, development or operation of the Subject Interests, and (iv) any and all lease files, title files, land files, division order files, marketing files, well files, production records, seismic, geological, geophysical and engineering data, and all other files, maps and data (in whatever form) arising out of or relating to the Subject Interests or the Division including leases identified on Exhibit 3.7 and Contracts identified on Exhibit 3.14 attached hereto (excluding this Agreement and ownership, use, development, maintenance or operation of the agreements, instruments and documents executed and delivered by Purchaser pursuant to this Agreement);other Assets; and (d) All accounts receivable as of the Closing Date related (i) Hydrocarbons produced from or attributable to the Division and the accounts receivable records related Subject Interests with respect to such receivables; (e) The books and records of Seller related all periods subsequent to the Division Effective Time and (other than those which constitute Excluded Assetsii) relating proceeds from or of Hydrocarbons produced from or attributable to the Assets, Subject Interests with respect to all of which shall be delivered periods subsequent to Purchaser;the Effective Time.

Conveyance of Assets. Subject to and upon the terms and conditions contained hereinprovisions of Section 1.2 hereof, on at the Closing Date, Seller shall sell, convey, transfer, deliver transfer and assign to Purchaser PSC and PSC shall acquire from Seller all of Seller's right, title and interest in and to the business, properties and assets of Seller used in the Business of the Division (personal, tangible and intangible)as a going concern, including, without limitation, all items of personal property and other assets used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) ), whether or not any of such assets have any value for accounting purposes (individually, an individually "Asset", ," and collectively the "Assets"), free and clear of all obligations, security interests, claimsliens, liens claims and encumbrances whatsoever, except as specifically relate assumed by PSC pursuant to the Assumed LiabilitiesSection 1.3(b). Without limiting the generality of the foregoing, the Assets specifically include: (a) All of the Real Propertyreal estate, personal property, plant, furniture, fixturesfixtures and equipment owned by Seller which are utilized in or related to the Business, equipment and goodwill of Seller of every kind and used in the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and including, but not limited to, all items owned by Seller identified on Exhibit 2.1(a)(ii1.1 (a) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxdhereto. (b) All inventories maintained by contracts, agreements and commitments of Seller used in the business of the Division that are situated in the locations set forth in Exhibit 2.1 (a) (i) attached hereto; (c) All rights under Contracts and leases and/or Shareholder related to the Business or the Division including leases identified on Exhibit 3.7 2.6 and Contracts identified Exhibit 2.14 attached hereto and set forth on Exhibit 3.14 attached hereto 1.3(b) and all contracts, agreements and commitments of Seller and/or Shareholder related to the Business and entered into after the date hereof and prior to the Closing in the ordinary course of business and not in violation of Section 7.1 hereof (but excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser PSC pursuant to this Agreement);Agreement and also excluding physician employment agreements of Seller and any contracts with nurse practitioners and physician assistants of Seller) and all contract rights of Seller incident thereto, and all general intangibles of Seller. (dc) All accounts receivable Subject to applicable laws and regulations, all inventories maintained by Seller as of the Closing Date related as described in Exhibit 1.1(c). (d) Subject to applicable laws and regulations, all accounts receivable of Seller, notes receivable and other rights to receive payments owing to Seller in existence on the Division Closing Date, and all proceeds and cash arising from the collection of same from and after the Closing Date. (e) Subject to applicable laws and regulations, all patient accounts receivable records related to such receivables;of Seller. (ef) The books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Assets, all of which shall be delivered to Purchaser;PSC, or such person as PSC may designate, on the Closing Date. (g) Subject to applicable laws and regulations, all transferable licenses and other regulatory approvals necessary for or incident to the operation of the Assets. (h) Seller's right to use the name "Atlanta Head and Neck Surgery, P.C." and all other trade and service marks and names and goodwill associated therewith, and all customer lists, clinical and administrative policy and procedure manuals, trade secrets, copyrights, patents, marketing and promotional materials (including audiotapes, videotapes and printed materials) and all other property rights required for or incident to the marketing of the products and services of the Business, and all books and records relating thereto. (i) All of Seller's prepaid expenses, prepaid insurance, deposits and similar items.

Conveyance of Assets. Subject to and upon the terms and conditions contained hereinprovisions of Section 1.2 hereof, on at the Closing Date, Seller shall sell, convey, transfer, deliver transfer and assign to Purchaser PSC and PSC shall acquire from Seller all of Seller's right, title and interest in and to the business, properties and assets of Seller used in the Business of the Division (personal, tangible and intangible)as a going concern, including, without limitation, all items of personal property and other assets used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) ), whether or not any of such assets have any value for accounting purposes (individually, an individually "Asset", ," and collectively the "Assets"), free and clear of all obligations, security interests, claimsliens, liens claims and encumbrances whatsoever, except as specifically relate assumed by PSC pursuant to the Assumed LiabilitiesSection 1.3(b). Without limiting the generality of the foregoing, the Assets specifically include: (a) All of the Real Propertyreal estate, personal property, plant, furniture, fixturesfixtures and equipment owned by Seller which are utilized in or related to the Business, equipment and goodwill of Seller of every kind and used in the Business in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and including, but not limited to, all items owned by Seller identified on Exhibit 2.1(a)(ii1.1 (a) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxdhereto. (b) All inventories maintained by contracts, agreements and commitments of Seller used in and/or the business of the Division that are situated in the locations set forth in Exhibit 2.1 (a) (i) attached hereto; (c) All rights under Contracts and leases Shareholders related to the Business or the Division including leases identified on Exhibit 3.7 2.6 and Contracts identified Exhibit 2.14 attached hereto and set forth on Exhibit 3.14 attached hereto 1.3(b) and all contracts, agreements and commitments of Seller and/or the Shareholders related to the Business and entered into after the date hereof and prior to the Closing in the ordinary course of business and not in violation of Section 7.1 hereof (but excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser PSC pursuant to this Agreement);Agreement and also excluding physician employment agreements of Seller and any contracts with nurse practitioners and physician assistants of Seller) and all contract rights of Seller incident thereto, and all general intangibles of Seller. (dc) All accounts receivable Subject to applicable laws and regulations, all inventories maintained by Seller as of the Closing Date related as described in Exhibit 1.1(c). (d) Subject to applicable laws and regulations, all accounts receivable of Seller, notes receivable and other rights to receive payments owing to Seller in existence on the Division Closing Date, and all cash arising from the collection of same from and after the Closing Date. (e) Subject to applicable laws and regulations, all patient accounts receivable records related to such receivables;of Seller. (ef) The books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Assets, all of which shall be delivered to Purchaser;PSC, or such person as PSC may designate, on the Closing Date. (g) Subject to applicable laws and regulations, all transferable licenses and other regulatory approvals necessary for or incident to the operation of the Assets. (h) Seller's right to use the name "Atlanta Ear, Nose & Throat Associates" and all other trade and service marks and names and goodwill associated therewith, and all customer lists, clinical and administrative policy and procedure manuals, trade secrets, copyrights, patents, marketing and promotional materials (including audiotapes, videotapes and printed materials) and all other property rights required for or incident to the marketing of the products and services of the Business, and all books and records relating thereto. (i) All of Seller's prepaid expenses, prepaid insurance, deposits and similar items.

Conveyance of Assets. Subject to and upon the terms and conditions contained herein, on the Closing Date, Seller shall sell, convey, transfer, deliver and assign to Purchaser PRG Sub all of Seller's right, title and interest in and to the business, properties and assets of Seller used in the Business of the Division S e ller (personal, tangible and intangible), including, without limitation, all items of personal property and other assets used in connection with the Business conducted (except that the real estate owned by the Division Seller and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies Shareholders shall not be purchased and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) (individually, an "Asset", and collectively the "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances whatsoever, except as specifically relate assumed by PRG pursuant to the Assumed LiabilitiesSection 1.3(b) hereof. Without limiting the foregoing, the Assets specifically include: (a) All of the Real Propertybusiness, personal property, plant, furniture, fixtures, equipment and goodwill of Seller of every kind and used in the Business wherever situated in which Seller has any right or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and interest, including, but not limited to, all items owned by Seller identified on Exhibit 2.1(a)(ii1.1 (a) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxdhereto; (b) All inventories maintained by Seller, including, but not limited to, all items owned by Seller used in the business of the Division that are situated in the locations set forth in identified on Exhibit 2.1 (a) (i1.1(b) attached hereto; (c) All rights under Contracts and leases related to the Business or the Division including leases contracts identified on Exhibit 3.7 2.7 and Contracts identified on Exhibit 3.14 2.14 attached hereto (excluding this Agreement and the agreements, instruments and documents executed and delivered by Purchaser PRG Sub pursuant to this Agreement); (d) All accounts receivable as of the Closing Date related to the Division and the accounts receivable records related to such receivablesSeller; (e) The S u bject to applicable laws and regulations, all accounts receivable records of Seller; (f) S u bject to applicable laws and regulations, all transferable licenses and other regulatory approvals necessary for or incident to the operation of the Assets; and (g) All clinical and administrative policy and procedure manuals, trade secrets, trademarks, service marks, marketing and promotional materials (including audiotapes, videotapes and printed materials) and all other property rights required for or incident to the marketing of the products and services of the Business, and all books and records of Seller related to the Division (other than those which constitute Excluded Assets) relating to the Assets, all of which shall be delivered to Purchaser;thereto.

Conveyance of Assets. Subject M6 hereby agrees to cause to be conveyed, -------------------- transferred, assigned and upon the terms delivered and conditions contained herein, on the Closing Date, Seller shall sell, hereby does convey, transfer, assign and deliver to DI all assets and assign to Purchaser all of Seller's rightrights, properties, interests, title and interest claims in and to the business, properties and assets of Seller M6 used in connection with or derived from the Business DepoMed Business; all assets and all rights, properties, interests, title and claims in and to the assets previously belonging to DSI that became the property of M6 by virtue of the Division (personal, tangible and intangible)Merger Agreement, including, without limitation, all items assets and all rights, properties, interests, title and claims in and to those assets described in Subparagraphs 3.A through 3.L below. The Assets described in this Paragraph 3 are sometimes collectively referred to as the "Acquired Assets." A. All U.S. patents and patent applications listed and identified on Schedule 3.1 hereto, and any foreign counterpart thereof, and all patents, patent applications and unpatented inventions of personal property which Shell is named as either inventory or co-inventor, together with the right to xxx for past infringement thereof. M6 further agrees to execute, have notarized and other assets deliver to Shell prior to the Closing Date, the Patent Assignment attached hereto as Schedule 3.2. B. All trade secrets and proprietary rights and knowledge of any kind related to or used in connection with the Business conducted by the Division and Seller's ownership interests in Seller Subs that are partnerships or limited liability companies and all of the assets of the Seller Subs that are corporations used in connection with the Business conducted by the Division (except as otherwise provided herein) (individually, an "Asset", and collectively the "Assets"), free and clear of all obligations, security interests, claims, liens and encumbrances whatsoever, except as specifically relate to the Assumed Liabilities. Without limiting the foregoing, the Assets specifically include:DepoMed Business. (a) C. All of the Real Property, personal property, plant, furniture, fixtures, supplies and equipment (including, without limitation, computer equipment, computer hardware and goodwill software, leasehold improvements, cabinets, telephones, facsimile equipment, laboratory equipment, laboratory supplies and materials) and all other physical assets located on the premises at 0000 X Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000 (collectively,"Furniture, Fixtures and Equipment"). D. All of Seller the lessee's interest under the lease of every kind the premises at 0000 X Xxxxx Xxxxx, Xxxxxx Xxxx, Xxxxxxxxxx 00000. E. All rights to xxx, choses in action and claims relating to the DepoMed Business. F. All rights and incidents of interest of M6 in and to all technical documentation used in the Business DepoMed Business, including, without limitation, know-how, discoveries, formulae, production outlines, product designs, drawings, technical data, computerized data and information, computer software and databases, material specifications, purchasing specifications, invention records, research records, labor records, manufacturing information, processes and techniques, testing, inspection and quality control processes and techniques, equipment lists and other intellectual property; and copies of the invention file records on the patents, patent applications and inventions referred to in which Seller has Subparagraph 3.A, and any right file records on the trademarks referred to in Subparagraph 3.X. X. All business plans, sales and promotional literature, contact and customer lists, reports and other records relating to compliance with laws and regulations, state and federal income tax filings, written instructions, manuals, data, procedures and other records, relating to or interest that are situated in the locations set forth in Exhibit 2.1(a)(i) attached hereto and all items owned by Seller identified on Exhibit 2.1(a)(ii) attached hereto and situated at 3754 XxXxxxx Xxxx, Xxxxxx, Xxxxxxx 00000; xxd (b) All inventories maintained by Seller used in the business DepoMed Business. H. Copies of all employment history records, employment contracts and other employee records (including without limitation, records reflecting salary deductions and filings made with the State of California Employment Development Department) for those employees of DSI and/or M6 who have worked in California and whose duties have pertained to the DepoMed Business. M6 also agrees to provide information and assistance to former M6 employees (whose duties have pertained to the DepoMed Business) in terminating and/or transferring funds from such employees' M6 401(k) plans. I. The goodwill and value of the Division that are situated DepoMed Business as a going concern. J. All common law, statutory law, or contractual rights in the locations set forth trademarks and trade names used in Exhibit 2.1the DepoMed Business, including such rights to DEPOMED, DEPOMED SYSTEMS, INC. and DEPOMED, INC., and all rights to xxx for past infringements thereof. K. All other intangible rights and assets (a) (i) attached hereto; (c) All including, without limitation, all rights under Contracts to receive mail and leases other communications directed to M6 and related to the DepoMed Business or the Division including leases identified on Exhibit 3.7 and Contracts identified on Exhibit 3.14 attached hereto (excluding this Agreement all post office boxes and the agreements, instruments and documents executed and delivered by Purchaser pursuant to this Agreement); (d) All accounts receivable as of the Closing Date telephone listing related to the Division and the accounts receivable records related to such receivables; (e) The books and records of Seller related to the Division (other than those which constitute Excluded AssetsDepoMed Business) relating to the AssetsDepoMed Business. M6 shall promptly forward to DI all mail, all of telephone and fax messages and other communications received by M6 which shall be delivered are related to Purchaser;the DepoMed Business. L. All documentation and agreements necessary to implement the transfers set forth in this Agreement, including without limitation, documents for submission to or filing with the Patent and Trademark Office. M6 agrees to cooperate reasonably after the Closing Date to provide such documentation and agreements.