Common use of Delivery of the Assets Clause in Contracts

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “Closing”), FabriSteel shall sell, transfer, convey, assign and deliver to Xxxxxxxxx, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited to: (i) All inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to the Business; (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) of the Sellers relating to the Business (collectively, the “Accounts Receivable”); (iii) All prepaid expenses of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”); (iv) All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); (vi) All rights of the Sellers under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business (collectively, the “Fixed Assets”); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Sellers shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All inventories of raw materialsall inventories, work in processvideotapes, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts materials and similar items of the Sellers relating to (collectively, the Business"Inventory") which exist on the Closing Date (as defined below); (ii) All all accounts, accounts receivable receivable, notes and notes (receivable existing on the Closing Date which are payable to the Sellers, including any security held by the Sellers for the payment thereof) of thereof (the Sellers relating to the Business (collectively, the “"Accounts Receivable”"); (iii) All all prepaid expenses expenses, deposits and other similar assets of the Sellers relating to existing on the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”)Closing Date; (iv) All all rights of the Sellers under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 2.16 attached hereto, but not including such rights under contracts, agreements, leases, licenses and other instruments set forth on Schedule 2.12(b) 1.1 (collectively, the “Contracts”"Contract Rights"), to the extent assignable; (v) All copies of all books, payment recordsrecords and accounts, accountscorrespondence, manuals, customer lists, environmental employment records, studies, reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or summaries relating to or arising out of the Business or business of the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); (vi) All all rights of the Sellers under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Sellers; (vii) The the motor vehicles and other rolling stock listed owned by the Sellers on Schedule 1.1(vii) (collectively, the “Motor Vehicles”)Closing Date; (viii) All all of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements and construction in progress owned by the Sellers on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Sellers (collectively, the “"Fixed Assets”"); (ix) All all of the Sellers' right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents United States and foreign patents, patent applications, invention disclosures, process secrets, trade names, including the trade names (if any) identified on Schedule I attached hereto or any derivation thereof, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorshipowned or, certification markswhere not owned, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned used by the Sellers in their business and all licenses and other agreements to which the Sellers are a party (as licensor or used in licensee) or by which the Business, including but not limited Sellers are bound relating to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the “Intellectual "Intangible Property”) and Sellers reserve no rights to the Intellectual Property after Closing"); (x) All transferable approvalsall of the outstanding shares of capital stock of the subsidiaries of the Sellers, authorizationsif any, certificationsset forth on Schedule 2.2 attached hereto (collectively, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets;"Subsidiaries"); and (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section Subsection 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) 1.1 attached hereto (collectivelythe "Excluded Assets"). In the event a lessor of real property for a store of a Seller does not consent to the transfer or assignment of the lease for such real property to the Buyer and the Buyer elects not to assume the liabilities thereunder, the “assets included in and related to such store shall become Excluded Assets”Assets and included on Schedule 1.1 prior to the Closing and the Purchase Price (as defined below) will be adjusted based on a recalculation of Net Operating Cash Flow (as defined below). Any such store not being transferred to the Buyer shall be herein referred to as an "Excluded Store". (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor VehiclesContract Rights, Fixed Assets, Intellectual Intangible Property and other properties, assets and Business business of the Sellers described in Section 1.1(a)paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the “"Assets”." The Assets relate to one or more retail video stores which are owned and operated by the Sellers, all of which stores are identified by location on Schedule I attached hereto, each of which is sometimes hereinafter referred to as a "Store" and all of which are sometimes hereinafter referred to collectively as the "Stores." The owner of each Store is also set forth on Schedule I.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b)1.01(b) hereof, at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel DGD shall sell, transfer, convey, assign and deliver to XxxxxxxxxNDI, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx NDI shall purchase from the SellersDGD, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, nature whatsoever (except Permitted Encumbrances (as hereafter definedotherwise expressly provided herein), all of the properties, assets and other claims, rights and interests reflected on the Closing Balance Sheet (as defined below), except if otherwise sold or disposed of the Sellers, whether used or available for use in the manufacture ordinary course of business prior to the Closing Date, or sale of which on the Products or otherwise in connection with the Business Closing Date (the “Assets”as defined below) are owned by DGD, including but not limited to: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods DGD (collectively, the “"Inventory”"), office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to the Business; (ii) All all accounts, accounts receivable receivable, notes and notes receivable, including but not limited to (including any security held by A) receivables in collection or in suit included in the Sellers for the payment thereofClosing Balance Sheet and (B) of the Sellers relating to the Business those receivables documented in accordance with Schedule 1.01(a)(ii) attached hereto and not previously, paid, retired or cancelled (collectively, the “"Accounts Receivable”"); (iii) All those prepaid expenses of the Sellers relating to the Business, other than prepaid expenses set forth in respect of insurance policies (collectively, the “Prepaid Expenses”)Schedule 1.01(a)(iii) attached hereto; (iv) All all rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 4.01(i) and Schedule 2.12(b4.01(q) attached hereto (collectively, the “Contracts”"Contract Rights"), to the extent assignable; (v) All all real estate set forth on Schedule 4.01(q), together with all buildings, fixtures and improvements located on or attached thereto, including DGD's right, title and interest in and to all leases, subleases, franchises, licenses, permits (to the extent transferable), easements and rights-of-way which are appurtenant to said real estate (collectively, the "Real Estate"); (vi) all books, ; payment records, accounts, ; customer lists, ; environmental reports or studies, asset appraisals, ; correspondence, production records, ; technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, ; employment and personnel records, ; and other Business useful business records, including electronic media, and any confidential or other information (other than information relating to claims retained by DGD pursuant to Section 1.01(b)(iii)) which has been reduced to writing, in each case to the extent writing or utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)hereinafter defined), subject to Sellers’ DGD's right to retain such or obtain from time to time, copies thereof that Sellers (or originals, if reasonably require required by DGD's accountants) which DGD reasonably requires for their its ongoing operation, winding winding-up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)dissolution; (vivii) All all rights of the Sellers DGD under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller DGD hereunder) (collectively, the “Warranties”); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All the motor vehicles and rolling stock, including forklifts, listed on Schedule 1.01(a)(viii); (ix) all of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypescomputers, models, molds, dies, works in progress, computerssoftware and information technology solutions or systems and all manuals or source codes with respect thereto, telecommunication systems, fittings, office equipment, furniture, leasehold improvements and construction in progress on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records of DGD which are owned by DGD and used or useful in or related to the Business including but not limited to all of the foregoing located at the locations set forth on Schedule 4.01(q) (collectively, the “"Fixed Assets”"); (ixx) All all right, title and interest of the Sellers DGD in and to all intellectual or intangible property rights, in any country, owned by or licensed rights relating to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignableBusiness, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case and other similar property and the registrations and applications for registration thereof owned by the Sellers or DGD or, where not owned, used by DGD in the Business, including but not limited business and all licenses and other agreements to those included in a list of intellectual property previously delivered which DGD is party (as licensor or licensee) or by which DGD is bound relating to Buyer, and including rights to xxx for past infringements any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the “Intellectual "Intangible Property”) and Sellers reserve no rights to the Intellectual Property after Closing"); (xxi) All all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations licenses and permits to or from, or filings, notices or recordings to or with, federal, state state, foreign, provincial and local governmental authorities as held or effected by DGD, including any licenses authorizations or permits from the Sellers Drug Enforcement Agency ("DEA"), in connection with the Business or and the Assets; (xixii) The names “FabriSteel Products,” “Profile Steel all of DGD's goodwill and Wire,” “Multifastener”the exclusive right to use the name "Drug Guild" as all or part of a corporate name; (xiixiii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable cash and part of the Sellers allocated usage related to the Businesscash equivalents; and (xiiixiv) Except except as specifically provided in Section 1.1(b)1.01(b) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers DGD which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a)1.01(a) above, the assets to be transferred to Xxxxxxxxx NDI under this Agreement shall not include (i) any assets that refunds of federal, state or local income or other tax paid by DGD which are not used in connection with reflected on the Business which are listed on Schedule 1.1(b)Closing Balance Sheet, (ii) any cash or cash equivalents of insurance policies currently held by DGD and related premium agreements for general liability, product liability and workers compensation insurance for periods prior to the Sellers; Closing Date, (iii) any claims DGD may have against its officers, employees, suppliers of services and goods (other than claims relating to Inventory), including but not limited to claims against Anchin, Block & Anchin and its partners, Liberty Mutual Insurance Company and Honeywell Inc., and the proceeds or any benefits resulting to DGD as a result of the Sellers’ rights prosecution or obligations under this Agreement; settlement of any such claims, (iv) assets the life insurance policy on the life of Xxxxx Xxxxxxxxx, (v) all trucks or motor vehicles owned or leased by DGD (other than those set forth on Schedule 1.01(a)(viii)), (vi) any "net operating loss" carry forwards, (vii) DGD's corporate minute books and stock books, (viii) accounts receivable previously written off by DGD, for which there is no reserve therefor on the Closing Balance Sheet, (ix) any claims against any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books DGD's inventory defalcation and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed other assets or claims of DGD that are off balance sheet items or otherwise not transferred pursuant to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) this Agreement (collectively, the “"Excluded Assets”"). (c) The Inventory, Accounts Receivable, Prepaid ExpensesContract Rights, Leases, Contracts, Books and Records, Warranties, Motor VehiclesReal Estate, Fixed Assets, Intellectual Intangible Property and other properties, assets and Business business of the Sellers DGD described in Section 1.1(a)1.01(a) above, other than the Excluded Assets, shall be referred to collectively as the “"Assets”."

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b)) hereof, at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, nature whatsoever (except Permitted Encumbrances (as hereafter definedotherwise expressly provided herein), all of the properties, assets and other claims, rights and interests of the SellersSeller of whatever kind, whether used character or available for use description in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tofollowing: (i) All inventories all rights under Seller's licensing arrangements with such of Seller's licensors as are listed on Schedule 2.11(b) attached hereto, including, without limitation, the following material licenses (the "Material Licenses"): Warner Brothers, National Football League Properties, Inc., Major League Baseball Properties, Inc., NBA Properties, Inc., NHL Enterprises, L.P. and cross-overs of sports licenses with Warner Brothers and Saban Merchandising, Inc. (for Power Rangers), whether evidenced by license agreement or otherwise (collectively, the "License Agreements"). (ii) all right, title and interest of the Seller in and to all intangible property rights relating to the Business, including but not limited to inventions, discoveries, trade secrets, processes, formulas, know-how, United States and foreign patents, patent applications, trade names, including, but not limited to, the name "D. Glasgow & Sons, Inc.", or any derivation thereof and those names listed on Schedule 2.16 attached hereto, trademarks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, certification marks, industrial designs, technical expertise, research data and other similar property and the registrations and applications for registration thereof owned by the Seller or, where not owned, used by the Seller in the Business and all goodwill associated thereto and all licenses and other agreements to which the Seller is a party (as licensor or licensee) or by which the Seller is bound, such licenses and other agreements listed on Schedule 2.11(b) attached hereto, relating to any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the "Intangible Property"); (iii) all apparel inventories, including raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), the Seller) and finished goods (collectively, the “"Apparel Inventory”), office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to the Business; (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) of the Sellers relating to the Business (collectively, the “Accounts Receivable”); (iii) All prepaid expenses of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”"); (iv) All all of the machinery and equipment, computers, telecommunication systems, fittings and other office equipment, furniture, leasehold improvements and construction in progress on the date hereof whether or not reflected as capital assets in the accounting records of the Seller which are owned or leased by the Seller and used or useful in the Business and located at each of: (i) the Seller's showroom facility, located at 000 Xxxx 00xx, Xxx Xxxx, Xxx Xxxx 00000; and (ii) the Seller's facility located at 000 Xxxxx Xxxx Xxxx in Keasbey, New Jersey, except for the production equipment at each such location (collectively, the "Fixed Assets"); (v) all rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 2.8(b) and Schedule 2.12(b2.11(b) attached hereto (collectively, the “Contracts”"Contract Rights"), to the extent assignable;. (vvi) All booksall books (other than the corporate books and tax records of Seller, copies of which have been made available to Buyer); payment records, ; accounts, ; customer lists, ; environmental reports or studies, asset appraisals, ; correspondence, ; production records, ; technical, accounting, manufacturing and procedural manuals, ; engineering data; development and design data; designs, plans, blueprints, specifications and drawings, ; employment and personnel records, ; and other Business useful business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or relating to the Business Assets or the Assets (as defined in Section 1.1(c))Business, subject to Sellers’ the Seller's right to retain such copies thereof that Sellers which the Seller reasonably require requires for their its ongoing operation, winding winding-up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)dissolution; (vivii) All all rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any the Seller hereunder) (collectively, the “Warranties”); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business (collectively, the “Fixed Assets”); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations licenses and permits to or from, or filings, notices or recordings to or with, federal, state state, foreign, and local governmental authorities as held or effected by the Sellers Seller in connection with the Business or the Assets; (xiix) The all of the Seller's goodwill and the exclusive right to use the names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements of the Seller as all or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Businessa corporate name; and (xiiix) Except except as specifically provided in Section 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers Seller which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers Assets that exist on the Closing Datedate hereof, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a)) above, the assets to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.1.1

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “Closing”), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether Seller which relate to or are used or available held for use in the manufacture or sale of the Products or otherwise solely in connection with the Business (the “Assets”) including but not limited toBusiness: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods and packaging materials and similar items of the Seller which exist on the Closing Date (as defined below); (ii) all prepaid expenses, advance payments and security deposits existing on the Closing Date; (iii) all rights and benefits under the Contracts (as defined below) set forth on Schedule 2.14 attached hereto (collectively, the “Inventory”), office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to the Business; (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) of the Sellers relating to the Business (collectively, the “Accounts Receivable”); (iii) All prepaid expenses of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid ExpensesAssumed Contracts”); (iv) All rights under the contractsall operating data and records, agreementsincluding without limitation, leases, licenses, purchase orders, supplier commitments, steel allocations books (other than corporate minute and allotments (if anystock record books), customer sales agreements records and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer listscorrespondence, environmental reports or studiesresearch and development files, asset appraisals, correspondencedrug master files, production records, technical, accounting, manufacturing manufacturing, quality control and procedural manuals, development customer lists, customer complaint files, sales and design datamarketing literature, planspurchase orders and invoices and employment records; (v) all of Seller’s right, blueprintstitle and interest in and to all of the outstanding shares of capital stock, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and with any confidential or other information which has been reduced to writing, in each case dividends pertaining to the extent utilized in 2001 fiscal year and all subsequent fiscal years attached, of BioSepra, S.A. (the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)“BSA Shares”), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations a subsidiary of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data the Seller (collectively, the “Books and RecordsBSA”); (vi) All rights all of the Sellers under express or implied warranties from the manufacturers or suppliers of the Assets Seller’s right, title and interest in and to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunderintangible property which is listed on Schedule 2.19(a) attached hereto (collectively, the “WarrantiesIntangible Property”); (vii) The motor vehicles the name and all goodwill associated with the name “BioSepra” and all other rolling stock tradenames and trademarks of Seller used solely in the Business, including without limitation all of Seller’s right, title and interest in the Intangible Property listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”2.19(a); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business toll-free telephone number (collectively, the “Fixed Assets”)800) 752–5277; (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after ClosingInternet website address xxxx://xxx.xxxxxxxx.xxx; (x) All transferable approvalsall rights, authorizationsclaims, certificationswarranty rights or other similar rights of the Seller, consents, variances, permissions, licenses, registrations and permits to under express or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assetsimplied warranties from suppliers; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”;all non-competition agreements in favor of the Seller; and (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers Seller which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed, wherever located, which relate to or are used or held for use solely in connection with the Business. (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets assets, properties, claims, rights and interests of Seller to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any those assets that are not used in connection with of the Business which are Seller listed on Schedule 1.1(b), 1.1(b)(i) attached hereto; or (ii) any cash Contracts to which the Seller is a party or cash equivalents of by which it is bound, other than the Sellers; Assumed Contracts (iii(i) any of the Sellers’ rights or obligations under this Agreement; and (ivii) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectivelytogether, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Assumed Contracts, Books and RecordsBSA Shares, Warranties, Motor Vehicles, Fixed Assets, Intellectual Intangible Property and other properties, assets and Business business of the Sellers Seller described in Section 1.1(a)paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the “Assets.”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether Seller which relate to or are used or available held for use in the manufacture or sale of the Products or otherwise solely in connection with the Business (the “Assets”) including but not limited toBusiness: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), office supplies, maintenance supplies, and packaging materials, spare parts materials and similar items of the Sellers relating to Seller which exist on the BusinessClosing Date (as defined below); (ii) All accounts receivable all prepaid expenses, advance payments and notes (including any security held by deposits existing on the Sellers for the payment thereof) of the Sellers relating to the Business (collectively, the “Accounts Receivable”)Closing Date; (iii) All prepaid expenses of all rights and benefits under the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies Contracts (as defined below) set forth on Schedule 2.14 attached hereto (collectively, the “Prepaid Expenses”"Assumed Contracts"); (iv) All rights under the contractsall operating data and records, agreementsincluding without limitation, leases, licenses, purchase orders, supplier commitments, steel allocations books (other than corporate minute and allotments (if anystock record books), customer sales agreements records and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer listscorrespondence, environmental reports or studiesresearch and development files, asset appraisals, correspondencedrug master files, production records, technical, accounting, manufacturing manufacturing, quality control and procedural manuals, development customer lists, customer complaint files, sales and design datamarketing literature, planspurchase orders and invoices and employment records; (v) all of Seller's right, blueprintstitle and interest in and to all of the outstanding shares of capital stock, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and with any confidential or other information which has been reduced to writing, in each case dividends pertaining to the extent utilized in 2001 fiscal year and all subsequent fiscal years attached, of BioSepra, S.A. (the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)"BSA Shares"), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations a subsidiary of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data the Seller (collectively, the “Books and Records”"BSA"); (vi) All all of Seller's right, title and interest in and to the intangible property which is listed on Schedule 2.19 (a) attached hereto (collectively, the "Intangible Property"); (vii) the name and all goodwill associated with the name "BioSepra" and all other tradenames and trademarks of Seller used solely in the Business, including without limitation all of Seller's right, title and interest in the Intangible Property listed on Schedule 2.19(a); (viii) the toll-free telephone number (000) 000-0000; (ix) all rights to the Internet website address xxxx://xxx.xxxxxxxx.xxx; (x) all rights, claims, warranty rights or other similar rights of the Sellers Seller, under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business (collectively, the “Fixed Assets”); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assetssuppliers; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”;all non-competition agreements in favor of the Seller; and (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers Seller which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed, wherever located, which relate to or are used or held for use solely in connection with the Business. (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets assets, properties, claims, rights and interests of Seller to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any those assets that are not used in connection with of the Business which are Seller listed on Schedule 1.1(b), 1.1(b)(i) attached hereto; or (ii) any cash Contracts to which the Seller is a party or cash equivalents of by which it is bound, other than the Sellers; Assumed Contracts (iii(i) any of the Sellers’ rights or obligations under this Agreement; and (ivii) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control withtogether, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “"Excluded Assets”"). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Assumed Contracts, Books and RecordsBSA Shares, Warranties, Motor Vehicles, Fixed Assets, Intellectual Intangible Property and other properties, assets and Business business of the Sellers Seller described in Section 1.1(a)paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the “"Assets”."

Delivery of the Assets. (a) a. Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b)) hereof, at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, nature whatsoever (except Permitted Encumbrances (as hereafter definedotherwise expressly provided herein), all of the properties, assets and other claims, rights and interests of which on the SellersClosing Date (as defined below) are owned by the Seller, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited to: (i) i. All inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), office supplies, maintenance stores and materials of Seller including specifically gasoline, petroleum and oil stores, hand tools, expendable supplies, packaging materials, spare parts shop supplies and similar items of the Sellers relating to the Businesslike; (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) of the Sellers relating to the Business (collectively, the “Accounts Receivable”); (iii) All prepaid expenses of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”); (iv) . All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 2.9(b) and Schedule 2.12(b2.13(b) attached hereto (collectively, the “Contracts”"Contract Rights"); iii. All of Seller's interest in the real estate set forth on Schedule 2.22, together with all buildings, fixtures and improvements located on or attached thereto, including the Seller's right, title and interest in and to all leases, subleases, franchises, licenses and permits (to the extent assignabletransferable) easements and rights-of-way which are appurtenant to said real estate (collectively, the "Real Estate"); (v) iv. All books, ; payment records, ; accounts, ; customer lists, ; environmental reports or studies, asset appraisals, ; correspondence, ; production records, ; technical, accounting, manufacturing and procedural manuals, ; development and design data, ; plans, blueprints, specifications and drawings, ; employment and personnel records, ; and other Business useful business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)hereinafter defined), subject to Sellers’ the Seller's right to retain such copies thereof that Sellers which the Seller reasonably require requires for their its ongoing operation, winding winding-up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled any tax dispute or consolidated with such Affiliates’ data (collectively, the “Books and Records”)third party claims; (vi) v. All rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)transferable; (vi. The Seller's right, title and interest in the name, trademark or service xxxx "InterMotive;" vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) . All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, fittings and other office equipment, furniture, leasehold improvements and construction in progress on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records of the Seller which are owned by the Seller and used or useful in or related to the Business (collectively, the “Fixed Assets”); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements all of the foregoing (collectively, located at the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed locations set forth on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.1.1

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel Superior shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe New York Buyer, and each of Kensue, SDS and Claws shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Pennsylvania Buyer, and Xxxxxxxxx the respective Buyer shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter definedrespective Seller(s), all of the properties, following properties and assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited toeach such Seller: (i) All inventories i. all inventories, including of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), office supplies, maintenance supplies, packaging materials, spare parts and similar items of (collectively, the Sellers relating to "Inventory") which exist on the BusinessClosing Date (as defined below); (ii) All . all accounts, accounts receivable receivable, notes and notes (receivable existing on the Closing Date which are payable to such Seller, including any security held by the Sellers such Seller for the payment thereof) of the Sellers relating to the Business thereof (collectively, the “"Accounts Receivable”"); (iii) All . all cash, prepaid expenses expenses, deposits, bank accounts and other similar assets of such Seller existing on the Sellers relating to Closing Date, including the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”)cash represented by such assets; (iv) All . all rights of such Seller under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Section 2(o) of the Disclosure Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”"Contract Rights"), to the extent assignable; v. all real property of such Seller set forth on Section 2(k) of the Disclosure Schedule, together with all buildings, fixtures and improvements located on or attached thereto, including such Seller's right, title and interest in and to all leases, subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant to said real property (v) All collectively, the "Real Property"); vi. all books, payment records, records and accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawingscustomer lists, employment and personnel records, and other Business recordsstudies, including electronic mediareports or summaries relating to any environmental conditions or consequences of any operation, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Assets, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or writing relating to or arising out of the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain business of such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Seller; (vi) vii. All rights of the Sellers such Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Seller; (vii) The viii. the motor vehicles and other rolling stock listed owned by such Seller on Schedule 1.1(vii) (collectively, the “Motor Vehicles”)Closing Date; (viii) All ix. all of the machinery, containers, equipment, tools, production reels and spools, tooling, dies, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements and construction in progress owned by such Seller on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business of such Seller (collectively, the “"Fixed Assets”"); (ix) All x. all of such Seller's right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarksincluding, service marksas applicable to the respective Seller, trademark registrationsthe names "Superior Disposal Services, applications for trademark registrationsInc.," "Kensue, copyrightsInc.," "S.D.S. at PA, copyright registrationsInc." and "Claws Refuse, works of authorshipInc." or any derivation thereof and any assumed names under which such Seller has operated, certification marksowned or, industrial designswhere not owned, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information used by such Seller in its business and data, software all licenses and other agreements to which such Seller is a party (including source code, object code, and data), and research data in each case owned as licensor or licensee) or by the Sellers or used in the Business, including but not limited which such Seller is bound relating to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the “Intellectual "Intangible Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business"); and (xiii) Except xi. except as specifically provided in Section 1.1(b)1(b) below, all other Assetsassets, properties, claims, rights and interests of the Sellers each Seller which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Sellers shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All inventories of raw materialsexcept as set forth on Schedule 1.1, work in processall inventories, goods in transit (i.e.videotapes, inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts materials and similar items of the Sellers relating to used by Sellers in connection with the BusinessBusiness (collectively, the "Inventory") which exist on the Closing Date (as defined below); (ii) All all accounts, accounts receivable receivable, notes and notes (receivable existing on the Closing Date which are payable to the Sellers and are related to the Business, including 7 any security held by the Sellers for the payment thereof) of thereof (the Sellers relating to the Business (collectively, the “"Accounts Receivable”"); (iii) All all prepaid expenses expenses, security deposits, other deposits and other similar assets of the Sellers relating to existing on the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”)Closing Date; (iv) All all rights of the Sellers under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 2.16 (the "Contracts") attached hereto, but not including such rights under contracts, agreements, leases, licenses and other instruments set forth on Schedule 2.12(b) 1.1 (collectively, the “Contracts”"Contract Rights"), to the extent assignable; (v) All copies of all books, payment recordsrecords and accounts, accountscorrespondence, manuals, customer lists, environmental employment records, studies, reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or summaries relating to or arising out of the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Business; (vi) All all rights of the Sellers under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Business; (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All all of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements and construction in progress owned by the Sellers on the Closing Date and related to the Business whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Sellers (collectively, the “"Fixed Assets”"); (ixviii) All all of the Sellers' right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents United States and foreign patents, patent applications, invention disclosures, process secrets, trade names, including the trade names (if any) identified on Schedule I attached hereto or any derivation thereof, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorshipowned or, certification markswhere not owned, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned used by the Sellers or used in the Business, including but not limited Business and all licenses and other agreements to those included in which the Sellers are a list of intellectual property previously delivered party (as licensor or licensee) or by which the Sellers are bound relating to Buyer, and including rights to xxx for past infringements any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the “Intellectual "Intangible Property”) and Sellers reserve no rights to the Intellectual Property after Closing"); (xix) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section Subsection 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing DateDate and used by the Business, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed.and (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any assets cash in Sellers' bank accounts (except that are not used Sellers shall be required to leave cash on hand at all store locations as provided in connection with the Business which are listed on Schedule 1.1(bSection 7.10), and (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) 1.1 attached hereto (collectively, the “"Excluded Assets”"). In the event a lessor of real property for a store of a Seller, whose consent is required pursuant to the terms of the lease related to such property, does not consent to the transfer or assignment of the lease for such real property to the Buyer and the Buyer elects not to assume the liabilities thereunder at the Closing, the assets included in and related to such store shall become Excluded Assets and included on Schedule 1.1 prior to the Closing and the Purchase Price (as defined below) will be adjusted based on a recalculation of Net Operating Cash Flow (as defined below). Any such store not being transferred to the Buyer shall be herein referred to as an "Excluded Store". During the thirteen-month period beginning on the Closing, the closing of the acquisition of any Excluded Store hereunder shall occur promptly after the lessor consent referred to above is obtained or no longer required or upon the election of the Buyer. The amount by which the Purchase Price was reduced at the Closing with respect to such Excluded Store shall be paid by Buyer to Seller at such subsequent closing. The Buyer shall operate the Excluded Store during such thirteen-month period on behalf of the Seller but for the account of the Buyer. (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor VehiclesContract Rights, Fixed Assets, Intellectual Intangible Property and other properties, assets and Business business of the Sellers related to the Business and described in Section 1.1(a), other than the Excluded Assets, paragraph (a) above shall be referred to collectively as the “"Assets”.". The Assets relate to one or more retail video stores which are owned and operated by the Sellers, all of which stores are identified by location on Schedule I attached hereto, each of which is sometimes hereinafter referred to as a "Store" and all of which are sometimes hereinafter referred to collectively as the "Stores". The owner of the lease for each Store is also set forth on Schedule I.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined)Seller, all of the properties, following properties and assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited toSeller: (i) All inventories i. all inventories, including of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), office supplies, maintenance supplies, packaging materials, spare parts and similar items of (collectively, the Sellers relating "Inventory") which exist on the Closing Date (as defined below); ii. all accounts, accounts receivable, notes and notes receivable existing on the Closing Date which are payable to the Business; (ii) All accounts receivable and notes (Seller, including any security held by the Sellers Seller for the payment thereof) of the Sellers relating to the Business thereof (collectively, the “"Accounts Receivable”"); (iii) All . all cash, prepaid expenses expenses, deposits, bank accounts and other similar assets of the Sellers relating to Seller existing on the BusinessClosing Date, other than prepaid expenses in respect of insurance policies (collectively, including the “Prepaid Expenses”)cash represented by such assets; (iv) All . all rights of the Seller under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Section 2(o) of the Disclosure Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”"Contract Rights"), to the extent assignable; v. all real property of the Seller set forth on Section 2(k) of the Disclosure Schedule, together with all buildings, fixtures and improvements located on or attached thereto, including such Seller's right, title and interest in and to all leases, subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant to said real property (v) All collectively, the "Real Property"); vi. all books, payment records, records and accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawingscustomer lists, employment and personnel records, and other Business recordsstudies, including electronic mediareports or summaries relating to any environmental conditions or consequences of any operation, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Assets, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or writing relating to or arising out of the Business or business of the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Seller; (vi) vii. All rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Seller; (vii) The viii. the motor vehicles and other rolling stock listed owned by the Seller on Schedule 1.1(vii) (collectively, the “Motor Vehicles”)Closing Date; (viii) All ix. all of the machinery, containers, equipment, tools, production reels and spools, tooling, dies, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements and construction in progress owned by the Seller on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Seller (collectively, the “"Fixed Assets”"); (ix) All x. all of the Seller's right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarksincluding the name "Kerkim, service marksInc." and "SDS of New York" or any derivation thereof and any assumed names under which the Seller has operated, trademark registrationsowned or, applications for trademark registrationswhere not owned, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned used by the Sellers Seller in its business and all licenses and other agreements to which the Seller is a party (as licensor or used in licensee) or by which the Business, including but not limited Seller is bound relating to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the “Intellectual "Intangible Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business"); and (xiii) Except xi. except as specifically provided in Section 1.1(b)1(b) below, all other Assetsassets, properties, claims, rights and interests of the Sellers Seller which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All inventories of raw materialsall inventories, work in processvideotapes, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to Seller (collectively, the Business"Inventory") which exist on the Closing Date (as defined below); (ii) All all late fees due from customers, accounts, accounts receivable receivable, notes and notes (receivable existing on the Closing Date which are payable to the Seller, including any security held by the Sellers Seller for the payment thereof) of thereof (the Sellers relating to the Business (collectively, the “"Accounts Receivable”"); (iii) All prepaid expenses opening cash (cash on hand) in the amount indicated in Section 7.10 (but no other cash of Seller, whether or not held in bank accounts), and other similar assets of the Sellers relating to Seller existing on the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”)Closing Date; (iv) All all rights of the Seller under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 2.16 attached hereto other than such rights under contracts, agreements, leases, licenses and other instruments included on Schedule 2.12(b) 1.1 (collectively, the “Contracts”"Contract Rights"), to the extent assignable; (v) All all books, payment recordsrecords and accounts, accountscorrespondence, manuals, customer lists, environmental employment records, studies, reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or summaries relating to or arising out of the Business or business of the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Seller; (vi) All all rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Seller; (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All all of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements and construction in progress owned by the Seller on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Seller (collectively, the “"Fixed Assets”"); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “Closing”), FabriSteel shall sell, transfer, convey, assign and deliver to Xxxxxxxxx, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited to: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to the Business; (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) of the Sellers Company relating to the Business (collectively, the “Accounts Receivable”"Inventory") which exist on the Closing Date (as defined below);; ---------- (iiiii) All prepaid expenses of all accounts, accounts receivable, deferred subscription revenue, notes and notes receivable existing on the Sellers Closing Date which are payable to the Company relating to the Business, including any security held by the Company for the payment thereof, but excluding any account, account receivable, note or note receivable payable by any affiliate (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) of the Company ("Affiliate") to the Company (the --------- accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to the Buyer pursuant hereto are collectively referred to herein as the "Accounts Receivable"); ------------------- (iii) all prepaid expenses, deposits, bank accounts listed on Schedule 1.1(a)(iii) hereto and other than prepaid expenses in respect similar assets of insurance policies (collectivelythe Company relating to -------------------- the Business existing on the Closing Date, including the “Prepaid Expenses”)cash relating to deferred subscription liability on the Company's books at the Closing, but excluding the remaining cash of the Business; (iv) All all rights of the Company relating to the Business under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b1.1(a)(iv) hereto (collectively, the “Contracts”"Contract Rights"), to the extent assignable;; ------------------- --------------- (v) All all books, payment records, records and accounts, customer lists, environmental reports or studies, asset appraisalsaccounts, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawingscustomer lists (including in electronic format), employment and personnel records, and other Business recordsstudies, including electronic mediareports or summaries relating to any environmental conditions or consequences of any operation relating to the Business, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the assets of the Business, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or writing relating to or arising out of the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Business; (vi) All all rights of the Sellers Company under express or implied warranties from the manufacturers or suppliers of the Assets Company relating to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Business; (vii) The the motor vehicles and other rolling stock listed owned by the Company relating to the Business on Schedule 1.1(vii) (collectively, the “Motor Vehicles”)Closing Date; (viii) All all of the machinery, equipment, tools, production reels and spools, tooling, dies, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements and construction in progress owned by the Company relating to the Business on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Company (collectively, the “"Fixed Assets”");; ------------- (ix) All all of the Company's right, title and interest of the Sellers in and to all intellectual or intangible property rights, Intellectual Property (as defined in any country, owned by or licensed Section 2.21 below) relating to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with customer base of the Business or the AssetsBusiness; (xi) The names “FabriSteel Products,” “Profile Steel the websites listed on Schedule 2.21 (other than Xxxxxxxxxx.xxx and Wire,” “Multifastener”;Xxxxxxxxxx.xxx, each of which shall contain a prominent "hotlink" to xxxxxxxx.xxx for six (6) months following the Closing Date); and (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers which relate Company relating to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers which exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions , including without limitation all assets of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed reflected on Schedule 1.1(b), the Closing Statement of Acquired Assets and Assumed Liabilities (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”as defined below). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All all OEM and software product inventory of the Seller, including without limitation all such inventories of the Seller's software product formerly known as Sledgehammer 6 and all other raw materials, work in process, goods in transit (i.e.finished goods, inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), office supplies, maintenance supplies, packaging materials, spare parts and similar items of (collectively, the Sellers relating to the Business"Inventory"); (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) all rights of the Sellers relating to Seller under the Business contracts, agreements, licenses and other instruments set forth on Schedule 1.1(a)(ii) attached hereto (collectively, the “Accounts Receivable”"Contract Rights"); (iii) All prepaid expenses of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”); (iv) All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); (vi) All rights of the Sellers under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All all of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in and similar items of the Sellers’ accounting records which are used in or related to the Business Seller set forth on Schedule 1.1(a)(iii) attached hereto (collectively, the “"Fixed Assets”"); (ixiv) All all of the Seller's right, title and interest of the Sellers in and to all intellectual or and intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any (i) inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and (ii) patents, patent applications, patent disclosures and all related continuation, continuation-in-part, divisional, reissue, re-examination, utility model, certificate of invention disclosuresand design patents, process secretspatent applications, trade namesregistrations and applications for registrations, trademarks(iii) trademarks (other than "Sledgehammer" and "VitalGen" and any derivations thereof, which shall not be considered Intellectual Property or Assets for purposes of this Agreement), service marks, trademark registrationstrade dress, trade names (and derivations thereof) and registrations and applications for trademark registrationsregistration thereof, copyrights(iv) copyrights and registrations and applications for registration thereof, copyright registrations(v) mask works and registrations and applications for registration thereof, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, (vi) computer software (including source code, and object code) data and documentation, (vii) trade secrets, procedural, training and product manuals and confidential business information, whether patentable or non-patentable and whether or not reduced to practice, know-how, manufacturing and product processes and techniques, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business, marketing plans and customer, client and supplier lists and information, (viii) all license, OEM and other agreements to which the Seller is a party (as licensor or licensee) or by which the Seller is bound relating to any of the Intellectual Property (as defined below), and research data in each case owned by (ix) the Sellers or used in the BusinessSeller's Internet domain name "xxxx.xxx", including but not limited (x) other proprietary rights relating to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements any of the foregoing (collectivelyincluding, without limitation, remedies against infringements thereof and rights of protection of interest therein under the “Intellectual Property”laws of all jurisdictions) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel copies and Wire,” “Multifastener”; (xii) Any contracttangible embodiments thereof, agreements together with any developments or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) enhancements thereof (collectively, the “Excluded Assets”"Intellectual Property"). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.;

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel each Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from each Seller, the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests existing as of the SellersClosing (collectively, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “"Acquired Assets”) including but not limited to:"): (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of each Seller (collectively, the Sellers relating to the Business"Inventory"); (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) all rights of the Sellers relating to the Business (collectively, the “Accounts Receivable”); (iii) All prepaid expenses of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”); (iv) All rights each Seller under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) 1.1 ------------ attached hereto (collectively, the “Contracts”"Contract Rights"), to the extent assignable; (viii) All all books, payment records, records and accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawingscustomer lists, employment and personnel records, and other Business recordsstudies, including electronic mediareports or summaries relating to any environmental conditions or consequences of any operation, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Acquired Assets, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or writing relating to or arising out of the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Business; (viiv) All all rights of the Sellers each Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Seller; (viiv) The the motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business (collectively, the “Fixed Assets”); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, each Seller to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (xvi) All transferable approvalsexcept for the furniture, authorizations, certifications, consents, variances, permissions, licenses, registrations fixtures and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are equipment listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to Seller (collectively, the Business"Inventory") which exist on the Closing Date (as defined below); (ii) All all accounts, accounts receivable receivable, notes and notes (receivable existing on the Closing Date which are payable to the Seller, including any security held by the Sellers Seller for the payment thereof, but excluding any account, account receivable, note or note receivable payable by any affiliate (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "Securities Act")) (an "Affiliate") of the Sellers relating Seller to the Business Seller (collectivelythe accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to the “Buyer pursuant hereto are collectively referred to herein as the "Accounts Receivable”"); (iii) All prepaid expenses of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”)[Intentionally deleted]; (iv) All all rights of the Seller under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b1.1(a)(iv) attached hereto, to the extent transferable (collectively, the “"Assigned Contracts”"), to the extent assignable; (v) All all books, payment records, records and accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawingscustomer lists, employment and personnel records, and other Business recordsstudies, including electronic mediareports or summaries relating to any environmental conditions or consequences of any operation, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Assets (as defined below), and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or writing relating to or arising out of the Business or business of the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Seller; (vi) All all rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Seller; (vii) The motor vehicles all of the computer and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, toolingsoftware, production fixtureshardware, maintenance machinery and equipment, prototypesfurniture and construction in progress owned by the Seller on the Closing Date, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Seller (collectively, the “"Fixed Assets”"); (viii) all of the Seller's right, title and interest in and to all Intellectual Property (as defined in Subsection 2.24(g)) owned or, where not owned, used by the Seller in its business and to the extent transferable all licenses and other agreements to which the Seller is a party (as licensor or licensee) or by which the Seller is bound relating to the Intellectual Property; (ix) All right, title all copies of and interest of the Sellers in and to media containing all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, flow charts, program descriptions, program listings, libraries, tools, utilities, databases, data, diagrams, diagnostics, alpha and data)beta versions and all related documentation and commentaries, and research data in each case owned owned, licensed or used by the Sellers or used Seller in the Business, including but not limited to those included in a list conduct of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of its business (the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing"Software"); (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by all of the Sellers in connection with outstanding shares of capital stock of the Business or subsidiaries of the Assets;Seller set forth on Schedule 1.1(a)(x) attached hereto; and (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section Subsection 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers Seller which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.1.1

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxdeliver, and shall cause Profile its Affiliates (as defined in Section 2.6) to sell, transfer, convey, assign and deliver deliver, to Xxxxxxxxxthe Buyer, and Xxxxxxxxx the Buyer shall purchase from the Sellers, free Seller and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined)such Affiliates, all of the propertiesassets, assets tangible and other claimsintangible, rights of every kind and interests of the Sellers, whether nature owned or used or available for use in the manufacture or sale of the Products or otherwise by Seller exclusively in connection with the operation of the Acquired Business (collectively, the “"Assets”) including but not limited to"), which Assets include those which are set forth on Schedule 1.1 attached hereto and the following properties, assets, rights and interests: (i) All inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), all office supplies, maintenance supplies, packaging materials, spare parts supplies and similar items materials of the Sellers relating Seller which exist on the Closing Date (as defined below) and are used exclusively in the Acquired Business (other than the letterhead, marketing materials and other supplies bearing the name "Tandem", which Buyer may use for a reasonable transition period, not to exceed sixty (60) days from the BusinessEffective Date, as defined below) (the "Supplies"); (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) all rights of the Sellers Seller and its Affiliates under the contracts, agreements, real estate leases, licenses and other instruments relating exclusively to the Business Acquired Business, as set forth on SCHEDULE 1.1 attached hereto (collectively, the “Accounts Receivable”"Contracts"); (iii) All prepaid expenses all books and records (limited to the last three years profit and loss statements and backup), correspondence, service employee and customer information in the possession of the Sellers Seller, and reports and summaries relating exclusively to the Business, Acquired Business or the other than prepaid expenses in respect of insurance policies assets described herein (collectively, the “Prepaid Expenses”"Records"); (iv) All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); (vi) All all rights of the Sellers Seller, if any, under express or implied warranties from the manufacturers or suppliers of the Assets to Seller in connection with the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Acquired Business; (viiv) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectivelyall furniture, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery equipment and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements owned by the Seller on the Closing Date and relating exclusively to the Acquired Business, whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Seller, as set forth on SCHEDULE 1.1 attached hereto (collectively, the “"Fixed Assets”"); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiiivi) Except as specifically provided in Section 1.1(b), all other Assetsassets, properties, claims, rights and interests of the Sellers which relate to the Business Seller and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers its Affiliates existing on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed, that are used solely in connection with the Acquired Business. (b) Notwithstanding anything to the provisions of Section 1.1(a)contrary set forth in this Agreement, the assets assets, properties, claims, rights and interests of the Seller that are not used exclusively in connection with the Acquired Business will not be transferred to Buyer hereunder. In addition, notwithstanding anything to the contrary set forth in this Agreement, the following items are not included in the sale of Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, prepaid items (except for health benefits to the employees of the Acquired Business which shall be Seller's obligation through June 30, 2000) and deposits, used in or relating to the Acquired Business, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the organization, maintenance or existence as a corporation of the Seller or any Affiliate of the Seller, (iv) any proprietary software of Seller or any Affiliate of Seller, are not to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that Buyer hereunder and are not used in connection with included within the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents definition of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity thatAssets, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) the names "Tandem", "Labor World", "Outsource" and all rights to refunds of Income Taxes; other tradenames, trademarks and other intellectual property now or hereafter owned by Seller or any Affiliate, and (vi) all Tax Returns any real property owned by the Seller or any Affiliate of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”)Seller. (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined)Seller, all of Seller's right, title and interest in and to the propertiesfollowing assets, assets and other claims, rights and interests of (collectively, the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “"Assets”) including but not limited to:"): (i) All inventories all of raw materials, work in process, goods in transit the accounts and accounts receivable existing on the Closing Date (i.e., inventories purchased by, but not delivered to, FabriSteel or Profiledefined below) which arose from the Seller's business as conducted prior to the Closing and to which the Assets relate (the "Seller's Business"), and finished goods (collectively, the “Inventory”), office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating which are payable to the Business; (ii) All accounts receivable and notes (Seller, including any security held by the Sellers Seller for the payment thereof) of the Sellers relating to the Business thereof (collectively, the “"Accounts Receivable”"); (ii) all raw material, work-in-process and finished goods inventory of the Seller existing on the Closing Date (collectively, the "Inventory"); (iii) All prepaid expenses the fixed assets of the Sellers relating Seller listed on Schedule 1.1(a)(iii) attached hereto, as updated on an updated Schedule 1.1(a)(iii) to the Business, other than prepaid expenses in respect of insurance policies be delivered pursuant to Section 5.3 (collectively, the “Prepaid Expenses”"Personal Property and Equipment"); (iv) All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments Intangible Property (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth defined below) as generally described on Schedule 2.8 and Schedule 2.12(b) (collectively, 2.9 attached hereto. "Intangible Property" means the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct following intangible property of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); (vi) All rights of the Sellers under express or implied warranties from the manufacturers or suppliers of the Assets Seller solely to the extent such rights are transferable (but excluding such rights insofar as property is primarily attributable to the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All operation of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether Seller's Business or not reflected as capital assets in the Sellers’ accounting records which are used in use or related to the Business (collectively, the “Fixed Assets”); (ix) All right, title and interest ownership of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, Assets: (A) trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object codenames, and data), and research data in each case owned by the Sellers or used in the Businessservice marks of Seller, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectivelyto, the “Intellectual Property”"Crystaloid Technologies" name, (B) all of Seller's right, title and Sellers reserve no rights interest in and to the Intellectual Property after Closing; all patents and patent applications, (xC) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to all software owned or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected licensed by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contractSeller, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include including among others (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b)SAGE Enterprise Suite ERP System, (ii) any cash or cash equivalents of the Sellers; Paradigm ERP System, (iii) Best FAS Fixed Asset Management System, and (iv) Goldmine Contract Management System, provided however, the Seller shall not be expected to transfer any off the shelf software except to the extent any of the Sellers’ rights or obligations under this Agreement; software specifically referred to in (ivi)-(iv) assets of any person or entity thatabove is off the shelf software, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (vD) all rights to refunds engineering drawings and packets and art work of Income Taxes; the Seller associated with the products manufactured by Seller, (viE) Seller's customer lists and files, (F) Seller's vendor lists and files, (G) the internet URL for the Seller, (H) any marketing material of Seller, (I) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, selfnon-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets competition agreements listed on Schedule 1.1(b1.1(a)(iv) (collectively, the “Excluded Assets”). (c"Non-Competition Agreements") The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books between the Seller and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property its employees to the extent they are assignable provided that the Buyer acknowledges and other properties, assets and Business agrees that the Seller is not making any representation or warranty as to the enforceability of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.any such assignment;

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether which relate to or are used or available held for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited to: Business: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to the Business; (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) of the Sellers relating to the Business (collectively, the “Accounts Receivable”); (iii"Inventory") All prepaid expenses of the Sellers relating to Seller which exist on the BusinessClosing Date (as defined below); (ii) all accounts, other than prepaid expenses in respect of insurance policies accounts receivable, notes and notes receivable existing on the Closing Date (collectively, the “Prepaid Expenses”); "Accounts Receivable") of Seller; (iii) all prepaid expenses, advance payments and security deposits of the Seller existing on the Closing Date; (iv) All all rights and benefits under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments Contracts (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those as defined below) set forth on Schedule 2.8 and Schedule 2.12(b) 2.16 attached hereto (collectively, the “Contracts”), to "Contract Rights") of the extent assignable; Seller; (v) All books, payment all operating data and records, including without limitation, books (other than corporate minute and stock record books), records and accounts, customer listscorrespondence, environmental reports or studiesresearch and development files, asset appraisals, correspondencedrug master files, production records, technical, accounting, manufacturing manufacturing, quality control and procedural manuals, development customer lists, customer complaint files, sales and design datamarketing literature, plans, blueprints, specifications purchase orders and drawings, invoices and employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to records of the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); Seller; (vi) All all rights, claims, warranty rights and other similar rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”); suppliers; (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All of the all machinery, equipment, tools, computers, computer hardware and software, motor vehicles, production reels and spools, tooling, dies, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniturefurniture and fixtures, leasehold improvements improvements, construction in progress and other tangible assets, whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business (collectively, the “"Fixed Assets”); ") of the Seller; (ixviii) All all right, title and interest of the Sellers in and to all intellectual or intangible property rightsof the outstanding shares of capital stock, in with any country, owned by or licensed dividends pertaining to the Sellers1998 fiscal year and all subsequent fiscal years attached, or which of BioSepra, S.A. (the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data"BSA Shares"), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements subsidiary of the foregoing Seller (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise"BSA"); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.8

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “Closing”"CLOSING"), FabriSteel the Company shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersCompany, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to Company (collectively, the Business"INVENTORY") which exist on the Closing Date (as defined below); (ii) All all accounts, accounts receivable receivable, notes and notes (receivable existing on the Closing Date which are payable to the Company, including any security held by the Sellers Company for the payment thereof, but excluding any account, account receivable, note or note receivable payable by any affiliate (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the "1933 ACT")) of the Sellers relating Seller ("AFFILIATE") to the Business Company (collectivelythe accounts, accounts receivable, notes and notes receivable, including any related security therein, as set forth on SCHEDULE 2.14 attached hereto to be transferred to the “Accounts Receivable”Buyer pursuant hereto are collectively referred to herein as the ("PURCHASED RECEIVABLES"); (iii) All prepaid expenses all rights of the Sellers relating to the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”); (iv) All rights Company under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) SCHEDULE 2.16 attached hereto (collectively, the “Contracts”"CONTRACT RIGHTS"), to the extent assignable; (iv) all security deposits and prepaid expenses set forth on SCHEDULE 2.23 attached hereto; (v) All all books, payment records, records and accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawingscustomer lists, employment and personnel records, and other Business recordsstudies, including electronic mediareports or summaries relating to any environmental conditions or consequences of any operation, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Assets, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or writing relating to or arising out of the Business or business of the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Company; (vi) All all rights of the Sellers Company under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”);Company, (vii) The the motor vehicles and other rolling stock listed owned by the Company on Schedule 1.1(vii) (collectively, the “Motor Vehicles”)Closing Date; (viii) All all of the machinery, equipment, tools, production reels and spools, tooling, dies, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipmentcomputer hardware and software, furniture, leasehold improvements and construction in progress owned by the Company on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Company (collectively, the “Fixed Assets”"FIXED ASSETS"); (ix) All all of the Company's right, title and interest of the Sellers in and to all intellectual or goodwill and intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents United States and foreign patents, patent applications, invention disclosures, process secrets, trade names, including the name "LOS GATOS HOME THEATER" or any derivation thereof, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorshipowned or, certification markswhere not owned, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned used by the Sellers Company in its business and all licenses and other agreements to which the Company is a party (as licensor or used in licensee) or by which the Business, including but not limited Company is bound relating to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing;"INTANGIBLE PROPERTY"); and (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section Subsection 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers Company which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.SCHEDULE 1.1

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxdeliver, and shall cause Profile its Affiliates (as defined in Section 2.6) to sell, transfer, convey, assign and deliver deliver, to Xxxxxxxxxthe Buyer, and Xxxxxxxxx the Buyer shall purchase from the Sellers, free Seller and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined)such Affiliates, all of the propertiesassets, assets tangible and other claimsintangible, rights of every kind and interests of the Sellers, whether nature owned or used or available for use in the manufacture or sale of the Products or otherwise by Seller exclusively in connection with the operation of the Acquired Business (collectively, the “"Assets”) including but not limited to"), which Assets include those which are set forth on Schedule 1.1 attached hereto and the following properties, assets, rights and interests: (i) All inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), all office supplies, maintenance supplies, packaging materials, spare parts supplies and similar items materials of the Sellers relating Seller which exist on the Closing Date (as defined below) and are used exclusively in the Acquired Business (other than the letterhead, marketing materials and other supplies bearing the name "Tandem", which Buyer may use for a reasonable transition period, not to exceed sixty (60) days from the BusinessEffective Date, as defined below) (the "Supplies"); (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) all rights of the Sellers Seller and its Affiliates under the contracts, agreements, real estate leases, licenses and other instruments relating exclusively to the Business Acquired Business, as set forth on SCHEDULE 1.1 attached hereto (collectively, the “Accounts Receivable”"Contracts"); (iii) All prepaid expenses all books and records (limited to the last three years profit and loss statements and backup), correspondence, service employee and customer information in the possession of the Sellers Seller, and reports and summaries relating exclusively to the Business, Acquired Business or the other than prepaid expenses in respect of insurance policies assets described herein (collectively, the “Prepaid Expenses”"Records"); (iv) All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); (vi) All all rights of the Sellers Seller, if any, under express or implied warranties from the manufacturers or suppliers of the Assets to Seller in connection with the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Acquired Business; (viiv) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectivelyall furniture, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery equipment and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements owned by the Seller on the Closing Date and relating exclusively to the Acquired Business, whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Seller, as set forth on SCHEDULE 1.1 attached hereto (collectively, the “"Fixed Assets”"); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiiivi) Except as specifically provided in Section 1.1(b), all other Assetsassets, properties, claims, rights and interests of the Sellers which relate to the Business Seller and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers its Affiliates existing on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed, that are used solely in connection with the Acquired Business. (b) Notwithstanding anything to the provisions of Section 1.1(a)contrary set forth in this Agreement, the assets assets, properties, claims, rights and interests of the Seller that are not used exclusively in connection with the Acquired Business will not be transferred to Buyer hereunder. In addition, notwithstanding anything to the contrary set forth in this Agreement, the following items are not included in the sale of Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivable, prepaid items (except for health benefits to the employees of the Acquired Business which shall be Seller's obligation through October 29, 2000) and deposits, used in or relating to the Acquired Business, (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the organization, maintenance or existence as a corporation of the Seller or any Affiliate of the Seller, (iv) any proprietary software of Seller or any Affiliate of Seller, are not to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that Buyer hereunder and are not used in connection with included within the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents definition of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity thatAssets, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) the names "Tandem", "Labor World", "Outsource" and all rights to refunds of Income Taxes; other tradenames, trademarks and other intellectual property now or hereafter owned by Seller or any Affiliate, and (vi) all Tax Returns any real property owned by the Seller or any Affiliate of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”)Seller. (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All inventories all rights of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods the Seller (collectively, the “Inventory”"Contract Rights") under the contracts, agreements and other instruments set forth on Schedule 1.1(a)(i) attached hereto (the "Assumed Contracts"), office supplies, maintenance supplies, packaging materials, spare parts and similar items but not including any accounts receivable outstanding as of the Sellers relating Closing Date or the value of any uninvoiced work-in-progress under the Assumed Contracts up to the BusinessClosing Date (which work-in-progress shall be valued, in the case of fixed contracts, based upon the price allocations contained in the applicable statement of work or similar benchmarks in accordance with Seller's customary income recognition policy); (ii) All accounts receivable all books, records, correspondence, technical, accounting and notes procedural manuals, marketing information, customer lists and databases and client files, employment records and employee files, studies, reports or summaries relating to the Assets (including any security held by as defined below) and/or the Sellers for the payment thereof) operation of the Sellers Business, and any confidential information which has been reduced to writing relating to or arising out of the Business (collectively, the “Accounts Receivable”"Records");; and (iii) All prepaid expenses all of the Sellers relating to the Businesscomputers (including all software installed thereon, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”); (iv) All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if anyany site-licensed software), customer sales agreements furniture and other agreementsequipment, documents and instruments including but not limited to those tangible personal property associated with the Business and owned by the Seller on the Closing Date as set forth on Schedule 2.8 1.1(a)(iii) and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer lists, environmental reports used or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, useful in each case to the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); (vi) All rights of the Sellers under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to conducting the Business (collectively, the “"Fixed Assets”"); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a)The Contract Rights, the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, and Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers Assets described in Section 1.1(a), other than the Excluded Assets, shall be paragraph (a) above are hereinafter referred to collectively as the “"Assets”." For greater certainty, the Assets do not include the Seller's interest, if any, in the property described in Schedule 1.1 (b) (the "Excluded Assets").

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxdeliver, and shall cause Profile its Affiliates (as defined below) to sell, transfer, convey, assign and deliver deliver, to Xxxxxxxxxthe Buyer, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller and such Affiliates, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), substantially all of the propertiesassets, assets tangible and other claimsintangible, rights of every kind and interests of the Sellers, whether nature owned or used or available for use in the manufacture or sale of the Products or otherwise by Seller exclusively in connection with the operation of the Acquired Business (collectively, the “"Assets”) including but not limited to"), which Assets include those which are set forth on SCHEDULE 1.1 attached hereto and the following properties, assets, rights and interests: (i) All inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), all office supplies, maintenance supplies, packaging materials, spare parts supplies and similar items materials of the Sellers relating to Seller which exist on the BusinessClosing Date (as defined below) and are used exclusively in the Acquired Business (the "Supplies"); (ii) All accounts receivable and notes (including any security held by the Sellers for the payment thereof) all rights of the Sellers Seller and its Affiliates under the contracts, agreements, real estate and equipment leases, licenses and other instruments relating exclusively to the Business Acquired Business, as set forth on Schedule 1.1 attached hereto (collectively, the “Accounts Receivable”"Contracts"); (iii) All prepaid expenses all books and records (limited to the last three years profit and loss statements, accounts receivable invoices and supporting documents for invoices purchased pursuant to Section 1.2(iv) below), correspondence, service employee and customer information in the possession of the Sellers Seller, and reports and summaries relating exclusively to the Business, Acquired Business or the other than prepaid expenses in respect of insurance policies assets described herein (collectively, the “Prepaid Expenses”"Records"); (iv) All rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) (collectively, the “Contracts”), to the extent assignable; (v) All books, payment records, accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”); (vi) All all rights of the Sellers Seller, if any, under express or implied warranties from the manufacturers or suppliers of the Assets to Seller in connection with the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Acquired Business; (viiv) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectivelyall furniture, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery equipment and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements owned by Cura Staffing, Inc. on the Closing Date and relating exclusively to the Acquired Business, whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Cura Staffing, Inc., as specifically set forth on Schedule 1.1 attached hereto (collectively, the “"Fixed Assets”"); (ix) All right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned by the Sellers or used in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiiivi) Except except as specifically provided in Section 1.1(b)subsection (b) below, all other Assetsassets, properties, claims, rights and interests of the Sellers which relate to the Business Seller and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers its Affiliates existing on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used solely in connection with the Business which are listed on Schedule 1.1(b)Acquired Business. An "Affiliate" shall mean as to any person, (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, which directly or indirectlyindirectly through one or more intermediaries, controlsis in control of, is controlled by, or is under common control with, such person, and any officer or director of such person. (b) Notwithstanding anything to the Sellers which contrary set forth in this Agreement, the assets, properties, claims, rights and interests of the Seller that are not used exclusively in connection with the Acquired Business will not be transferred to Buyer hereunder. In addition, notwithstanding anything to the contrary set forth in this Agreement, the following items are not included in the sale of Assets contemplated hereby: (i) the cash and cash equivalents, accounts receivables (to the extent not purchased in Section 1.2(iv)), prepaid items and deposits, used in or relating to the Acquired Business; , (ii) the Purchase Price (as hereinafter defined) and the other rights of the Seller under or relating to this Agreement, (iii) the corporate minute books, stock records, qualification to conduct business as a foreign corporation, and other documents relating to the organization, maintenance or existence as a corporation of the Seller or any Affiliate of the Seller, (iv) any proprietary software of Seller or any Affiliate of Seller, are not to be transferred to Buyer hereunder and are not included within the definition of the Assets, (v) all rights to refunds the furniture, fixtures, and office equipment on the books of Income Taxes; The Work Group Professional Services, Inc., and (vi) all Tax Returns of the Sellers; The WorkGroup Professional Services, Inc.'s Coral Gables office lease, (vii) any capital stock of real property owned by the Seller or any subsidiaries Affiliate of the SellersSeller, and (viii) any rights the historical accounting books and records of the Seller or benefits its Affiliates other than accounts receivable invoices and supporting documentation for invoices purchased pursuant to any Section 1.2 (iv) below and the historical payroll, billing and accounts receivable data included in the Dataforce Spectrum software that is being transferred to the Buyer. In addition, Buyer acknowledges that Seller has an office lease with respect to the property located at Eastern Financial Credit Union Bldg, 000 Xxxxx Xxxxx Xxxxxxxxx Xxxx, Xxxxx 000, with a security deposit of $2,435 (the "Deposit"). The parties will cooperate with each other to have the Deposit released by its landlord and paid in full to Seller prior to the Closing Date or to negotiate with the landlord as to a resolution with respect to the Deposit. In all events, Buyer acknowledges that the Deposit is the property and shall remain the property of the Sellers’ insurance policies (intercompanySeller until released. Buyer agrees that in the event the Deposit is released, self-insuranceBuyer will place the same or similar security deposit in the place of Seller if so desired by the landlord and if such Deposit will not be released by landlord, key man or otherwise); (ix) any books or records (A) relating to Buyer shall promptly pay Seller the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”)Deposit. (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms and conditions set forth in this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “Closing”"CLOSING"), FabriSteel Seller shall sell, transfer, conveyconvey and assign, assign and deliver to XxxxxxxxxNewco, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx Newco shall purchase from Seller, the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claimsassets, rights and interests of the Sellersinterests, wherever located, whether used or available for use not carried or reflected on the books and records of Seller and whether or not carried in the manufacture name of Seller or sale one or more Affiliates (as defined below) of the Products or otherwise in connection with the Business Seller (the “Assets”) including but not limited to:"ASSETS"): (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods and spare parts of Seller which are used in the Business (collectively, collectively with the “Inventory”), office supplies, maintenance supplies, packaging materials, spare parts materials and similar items referred to in SECTION 1.1(A)(II) below, the "INVENTORY") which exist on the date of the Sellers relating to Closing (the Business"CLOSING DATE"), except for such raw materials, work in process, finished goods or spare parts set forth in Section 1.1(a)(i) of the Disclosure Schedule; (ii) All accounts receivable all maintenance supplies, packaging materials and notes (including any security held by similar items which are used exclusively in the Sellers for Business, which exist on the payment thereof) of the Sellers relating to the Business (collectively, the “Accounts Receivable”)Closing Date; (iii) All prepaid expenses all accounts, accounts receivable, notes and notes receivable existing on the Closing Date that are payable to Seller and arise from sales of Inventory by the Sellers relating to Business (the Business, other than prepaid expenses in respect of insurance policies (collectively, the “Prepaid Expenses”"ACCOUNTS RECEIVABLE"); (iv) All rights under the contractsSeller's right, agreements, leases, title and interest to its governmental licenses, purchase orderspermits, supplier commitmentsregistrations, steel allocations orders and allotments (if any), customer sales agreements authorizations to the extent utilized in the Business and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) the extent transferable under applicable law (collectively, the “Contracts”"LICENSES"), to the extent assignable; (v) All all rights of Seller under all contracts (written or oral), agreements, leases (including, without limitation, equipment leases), sales orders, licenses, instruments, commitments or other understandings or arrangements material to and relating to the Business or the Assets including, without limitation, those listed on Section 1.1(a)(v) of the Disclosure Schedule (collectively, the "PURCHASED CONTRACTS") including, without limitation, the real estate leases for the premises at 6214 Xxxx Xxxxx, Xxxx Xxxxxxx, Xxxxxxxxx (xxe "BURY DRIVE LOCATION"), and at 5182 X. 00xx Xx., Xxxxx, Xxxxxxxxx (xxe "EDINA LOCATION"); (vi) all books, payment records, accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manualsmanuals and customer lists and studies used principally in the Business; provided, development however, that Seller's corporate record books, minute books, tax returns and design data, plans, blueprints, specifications and drawingsother records relating to taxes, employment records and personnel recordsgeneral ledgers are not included in the books and records being conveyed to Newco; provided, further, however that Seller shall provide or make available to Buyer and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case Newco copies of all such items to the extent utilized in the conduct of or relating related to the Business or the Assets (as defined in Section 1.1(c)), subject and to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data the extent permitted under applicable law (collectively, the “Books and Records”); (vi) All rights of the Sellers under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”"RECORDS"); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) all rights of Seller under express or implied warranties, to the extent such rights relate to the Business or the Assets, from vendors or suppliers of Seller (collectively, the “Motor Vehicles”"WARRANTY RIGHTS"); (viii) All of the all machinery, equipment, tools, toolingtooling dies, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittingsfurniture, office equipment, furniturecomputers, photocopy machines, leasehold improvements and other tangible personal property (other than Inventory) owned by Seller and used by Seller principally in the Business, whether or not reflected as capital assets in the Sellers’ accounting books and records of Seller, including the items listed on Section 1.1(a)(viii)(A) of the Disclosure Schedule (which Schedule includes a listing of the furniture and equipment located at Seller's headquarters at Red Circle Drive that are used included in or related to the Business Assets) (collectively, the “Fixed Assets”"TANGIBLE ASSETS"), but excluding certain items located at the Edina Location and the Bury Drive Location, specifically listed as excluded items on Section 1.1(a)(viii)(B) of the Disclosure Schedule; (ix) All all of Seller's right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, customer lists, processes, methods, ideas, formulasformulae, know-how, patents United States and foreign patents, patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyrights and copyright registrations, works which are material to the Business as presently conducted or the Assets and are (i) owned by Seller or (ii) where not owned, used by Seller in the Business (it being understood that in the case of authorshipany such items not owned by Seller, certification Seller's interest therein is being conveyed subject to any necessary consents or approvals being obtained from the third party who owns the same, as listed on Section 2.2 of the Disclosure Schedule) and all licenses and other agreements to which Seller is a party (as licensor or licensee) which relate principally to the Business (subject to any necessary consents or approvals from third parties who own the same, as specifically listed on Section 2.2 of the Disclosure Schedule) (collectively with the computer software, computer codes and internet domain names referred to in Section 1.1(a)(x) below, the "INTANGIBLE PROPERTY"), it being understood that Section 1.1(a)(ix) of the Disclosure Schedule lists the patents, registered trademarks and service marks, industrial designsapplications to register patents, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information trademarks and data, software (including source code, object codeservice marks, and data), licenses and research data in each case owned by the Sellers or used other agreements which are included in the BusinessIntangible Property; provided, including but not limited however, that in addition to those included in a list the items of intellectual property previously delivered to BuyerIntangible Property referenced above, and including rights to xxx for past infringements the items of Intangible Property, or interest therein, referenced on Section 1.1(a)(ix) of the foregoing (collectivelyDisclosure Schedule, are being conveyed to Newco hereunder; and provided, further, that except for transitional arrangements, the “Intellectual Property”) and Sellers reserve no rights right to the Intellectual Property after Closingname "Chronimed" and variants thereof is not being conveyed and the right to the items listed in Section 1.1(a)(ix) of the Disclosure Schedule is not being conveyed; (x) All transferable approvalsthe computer hardware, authorizationssoftware, certificationscomputer codes, consentsinternet domain names and software licenses listed on Section 1.1(a)(x) of the Disclosure Schedule, varianceswhich, permissionsexcept as listed on Section 1.1(a)(x) of the Disclosure Schedule, licenses, registrations and permits constitute all such items which are material to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business as presently conducted or the AssetsAssets and are (i) owned by Seller or (ii) where not owned, used by Seller in the Business (it being understood that in the case of any such items not owned by Seller, Seller's interest therein is being conveyed subject to any necessary consents or approvals being obtained from the third party who owns the same, as listed in Section 2.2 of the Disclosure Schedule), subject to any necessary consents or approvals from third parties who own the same, as specifically listed on Section 2.2 of the Disclosure Schedule; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements all toll-free telephone numbers used exclusively for or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to in connection with the Business; and (xiiixii) Except except as specifically provided in Section 1.1(b)SECTION 1.1(B) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers Seller existing on the Closing Date, of every kind, nature and description, whether tangible which are used exclusively in the Business as presently conducted and not for Seller's general and administrative functions or intangible, real, personal or mixedfor Seller's other businesses. (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets to be transferred to Xxxxxxxxx Newco under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b)Seller's cash and cash equivalents, bank deposits and bank accounts and (ii) any cash or cash equivalents of the Sellers; marketable securities and (iii) any the other assets specifically listed on Section 1.1(b) of the Sellers’ rights or obligations under this Agreement; Disclosure Schedule (the "EXCLUDED ASSETS") and (iv) all other assets of any person or entity thatSeller and of Parent and its Subsidiaries not conveyed under the provisions of SECTION 1.1(A) above. In this connection, directly or indirectlyit is specifically understood that in the case of machinery, controlsequipment, is controlled bytools, or is under common control withtooling dies, the Sellers fixtures, maintenance machinery and equipment, furniture, office equipment, computers, photocopy machines, leasehold improvements and other tangible personal property, such items which are not used in located at the Business; Bury Drive Location or the Edina Location are not conveyed unless they are specifically listed. (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of To the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but extent that Seller does not limited to, minute books and shareholder registers or (B) which relate to transfer the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other propertiesassets set forth in Subsection (iii) above to Newco, such assets and Business shall not be treated as assets in the determination of the Sellers described in Section 1.1(aClosing Date Net Working Capital.), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to Seller (collectively, the Business"Inventory") which exist on the Closing Date (as defined below); (ii) All all accounts, accounts receivable receivable, notes and notes (receivable payable to the Seller existing on the Closing Date, including any security held by the Sellers Seller for the payment thereof, but excluding any account, account receivable, note or note receivable payable by any affiliate (as such term is defined in the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder) of the Sellers relating Seller ("Affiliate") to the Business Seller (collectivelythe accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to the “Buyer pursuant hereto are collectively referred to herein as the "Accounts Receivable”"); (iii) All all prepaid expenses expenses, xxxxx cash, deposits, bank accounts and other similar assets of the Sellers relating to Seller existing on the BusinessClosing Date, other than prepaid expenses in respect of insurance policies (collectively, including the “Prepaid Expenses”)cash represented by such assets; (iv) All all rights of the Seller under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited to those set forth on Schedule 2.8 and Schedule 2.12(b) 2.16 attached hereto (collectively, the “Contracts”"Contract Rights"), to the extent assignable; (v) All all of the Seller's (or, in the case of the Sublease Agreement, the Buyer's) right, title and interest in and to all leases, subleases, franchises, licenses, permits, easements and rights-of-way which are appurtenant to real property related to the Leases identified in Schedule 2.11 attached hereto (collectively the "Real Property"); (vi) all books, payment records, records and accounts, customer listscorrespondence, environmental reports or studies, asset appraisals, correspondencegoodwill and recorded knowledge relating to the Assets and the business of Seller, production records, technical, accounting, manufacturing and procedural manuals, development customer, vendor and design data, plans, blueprints, specifications and drawingsdistributor lists, employment and personnel records, and other Business warranty records, including electronic mediasales and marketing literature, studies, reports or summaries relating to any environmental conditions or consequences of any operation, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Assets, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or writing relating to or arising out of the Business or business of the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Seller; (vivii) All all rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Seller; (viiviii) The the motor vehicles and other rolling stock listed owned by the Seller on Schedule 1.1(vii) (collectively, the “Motor Vehicles”)Closing Date; (viiiix) All all of the machinery, equipment, tools, production reels and spools, numerically controlled programs, internally developed and purchased software, tooling, dies, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements and construction in progress owned by the Seller on the Closing Date whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to of the Business Seller (collectively, the “"Fixed Assets”"); (ixx) All all of the Seller's right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents United States and foreign patents, patent applications, invention disclosures, process secrets, trade names, including the name "X.X. Xxxxxxx Machine Products Corporation" or any derivation thereof, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorshipowned or, certification markswhere not owned, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned used by the Sellers Seller in its business and all licenses and other agreements to which the Seller is a party (as licensor or used in licensee) or by which the Business, including but not limited Seller is bound relating to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the “Intellectual "Intangible Property”) and Sellers reserve no rights to the Intellectual Property after Closing; (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets"); (xi) The names “FabriSteel Products,” “Profile Steel all of Seller's right, title and Wire,” “Multifastener”;interest in and to the insurance policies set forth on Schedule 2.8 attached hereto; and 2 (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section Subsection 1.1(b)) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers Seller which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.1.1

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Transferor shall sellcontribute, transfer, convey, assign and deliver to Xxxxxxxxxthe Transferee, and the Transferee shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx shall purchase acquire from the Sellers, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined)Transferor, all of the Transferor's properties, assets and other claims, rights and interests of (collectively, the Sellers"Assets"), whether used or available for use in including without limitation, the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tofollowing: (i) All inventories of raw materialsall inventories, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to Transferor (collectively, the Business"Inventory") which exist on the Closing Date (as defined below); (ii) All all accounts, accounts receivable receivable, notes and notes (receivable existing on the Closing Date which are payable to the Transferor, including any security held by the Sellers Transferor for the payment thereof) of thereof (the Sellers relating to the Business (collectively, the “"Accounts Receivable”"); (iii) All all prepaid expenses expenses, deposits, bank accounts and other similar assets of the Sellers relating to Transferor existing on the BusinessClosing Date, other than prepaid expenses in respect of insurance policies (collectively, including the “Prepaid Expenses”)cash represented by such assets; (iv) All all rights of the Transferor under all of the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreementsinstruments to which the Transferor is a party, documents and instruments including but not limited to without limitation those contracts set forth on Schedule 2.8 and Schedule 2.12(b) 1 attached hereto (collectively, the “Contracts”"Contract Rights"), to the extent assignable; (v) All all books, payment recordsrecords and accounts, accountscorrespondence, manuals, customer lists, environmental employment records, studies, reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business records, including electronic media, and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or summaries relating to or arising out of the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)Business; (vi) All all rights of the Sellers Transferor under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)Transferor; (vii) The motor vehicles all of the machinery, equipment, furniture, leasehold or feehold improvements and other rolling stock listed construction in progress owned by the Transferor on Schedule 1.1(vii) the Closing Date, which are reflected as "fixed assets" or "capital assets" in the accounting records of the Transferor (collectively, the “Motor Vehicles”"Fixed Assets"); (viii) All all of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business (collectively, the “Fixed Assets”); (ix) All Transferor's right, title and interest of the Sellers in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents United States and foreign patents, patent applications, invention disclosures, process secrets, trade names, including without limitation the names "Glospan" and "Cleerspan" or any derivation thereof, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorshipowned or, certification markswhere not owned, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case owned used by the Sellers Transferor in its business and all licenses and other agreements to which the Transferor is a party (as licensor or used in licensee) or by which the Business, including but not limited Transferor is bound relating to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements any of the foregoing kinds of property or rights to any "know-how" or disclosure or use of ideas (collectively, the “Intellectual "Intangible Property”"); (ix) all of the Transferor's right, title and Sellers reserve no rights interest in and to the Intellectual Property after Closing;its real properties, including without limitation, its real properties situated in Fall River, Massachusetts and Gastonia, North Carolina (and all associated fixtures, improvements and personal property); and (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except as specifically provided in Section 1.1(b), all other Assetsassets, properties, claims, rights and interests of the Sellers Transferor which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) . Notwithstanding the provisions of Section 1.1(a)foregoing, the assets to be transferred to Xxxxxxxxx under this Agreement Assets shall not include (i) any assets that are not used shares of capital stock in connection with the Business Transferee which are owned by Transferor, or the rights of Transferor under the agreements listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b) (collectively, the “Excluded Assets”)2 hereto. (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b)2.1(b) hereof, at the closing of the transactions contemplated by this Agreement (the “"Closing”"), FabriSteel the Seller shall sell, transfer, convey, assign and deliver to XxxxxxxxxGoAmerica, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx GoAmerica shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests Liabilities and encumbrances Encumbrances of any nature, nature whatsoever (except Permitted Encumbrances (as hereafter definedotherwise expressly provided herein), all of the properties, assets and other claims, rights and interests of the SellersSeller or which are used in the Business of whatever kind, character or description, whether used real, personal or available for use in the manufacture mixed, tangible or sale of the Products or otherwise in connection with the Business intangible, wherever situated (the “"Assets”) "), including but not limited towithout limitation: (i) All all inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profilethe Seller), and finished goods (collectively, the “Inventory”)goods, office supplies, maintenance supplies, packaging materials, spare parts and similar items of (collectively, the Sellers relating to the Business"Inventory"); (ii) All all accounts receivable and notes receivable (including any security held by the Sellers Seller for the payment thereof) of the Sellers relating to the Business (collectively, the “"Accounts Receivable”"); (iii) All those prepaid expenses of the Sellers relating to the Business, other than prepaid expenses set forth in respect of insurance policies (collectively, the “Prepaid Expenses”Schedule 2.1(a)(iii); (iv) All all rights under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements and other agreements, documents and instruments including but not limited to those Contracts set forth on Schedule 2.8 and Schedule 2.12(b2.1(a)(iv) (collectively, the “Contracts”"Contract Rights"), to the extent assignable; (v) All booksall real property set forth on Schedule 2.1(a)(v), payment recordstogether with all buildings, accounts, customer lists, environmental reports fixtures and improvements located on or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawings, employment and personnel records, and other Business recordsattached thereto, including electronic media, and any confidential or other information which has been reduced to writing, in each case (to the extent transferable) the Seller's right, title and interest in and to all leases, subleases, mortgages, franchises, licenses and permits, easements, rights-of-way and other interests relating to said real property (collectively, the "Real Property"); (vi) all Books and Records utilized in the conduct of or relating to the Business or the Assets (as defined in Section 1.1(c))Assets, subject to Sellers’ the Seller's right to retain such copies thereof that Sellers which the Seller reasonably require requires for their its ongoing operation, winding winding-up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)dissolution; (vivii) All all rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities Liabilities retained by any the Seller hereunder) (collectively, the “Warranties”); (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All of the machinery, equipment, tools, tooling, production fixtures, maintenance machinery and equipment, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related to the Business (collectively, the “Fixed Assets”motor vehicles listed on Schedule 2.1(a)(viii); (ix) All all of the Fixed Assets which are owned by the Seller and used or useful in the Business including but not limited to all of the Fixed Assets located at the Real Property set forth on Schedule 2.1(a)(v); (x) all right, title and interest of the Sellers Seller in and to all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, and data), and research data in each case Proprietary Rights owned by the Sellers Seller or, where not owned, used or used licensed by the Seller in connection with the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, Business and including rights to xxx for past infringements of the foregoing (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closingall goodwill associated therewith; (xxi) All all transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits Permits to or from, or filings, notices or recordings to or with, federal, state state, foreign, and local governmental authorities Governmental Authorities as held or effected by the Sellers Seller in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements all of the Seller's goodwill and the exclusive right to use the names of the Seller as all or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; anda corporate name; (xiii) Except as specifically provided in Section 1.1(b), all other Assets, properties, claims, rights and interests of the Sellers which relate to the Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers on the Closing Date, of every kind, nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a), the assets to be transferred to Xxxxxxxxx under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents ("Cash"); (xiv) all claims, causes of action, rights of recovery and rights of set-off of any kind of the Sellers; Seller; (iiixv) any the right to receive and retain mail, Accounts Receivable payments and other communications relating to the Business; (xvi) the right to xxxx and receive payment for services performed by the Seller but unbilled or unpaid as of the Sellers’ rights or obligations under this Agreement; Closing; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (vxvii) all rights to refunds of Income Taxes; telephone numbers (viincluding "800" numbers) all Tax Returns of used by the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records Seller; (A) relating the right to use the corporate affairs office space at 000 Xxxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx, currently used by the Seller (the "Premises") for the period of time and at the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed rental rates described on Schedule 1.1(b2.1(a)(xviii) (collectivelyattached hereto, under the “Excluded Assets”real property lease attached hereto as Exhibit 2.1(a). (c) The Inventory, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor Vehicles, Fixed Assets, Intellectual Property and other properties, assets and Business of the Sellers described in Section 1.1(a), other than the Excluded Assets, shall be referred to collectively as the “Assets”.

Delivery of the Assets. (a) Subject to the conditions and upon the terms set forth in and conditions of this Agreement, except as specifically provided in Section 1.1(b), at the closing of Closing, the transactions contemplated by this Agreement (the “Closing”), FabriSteel Seller shall sell, transfer, convey, assign and deliver to Xxxxxxxxxthe Buyer, and shall cause Profile to sell, transfer, convey, assign and deliver to Xxxxxxxxx, and Xxxxxxxxx the Buyer shall purchase from the SellersSeller, free and clear of all liens, liabilities, security interests, leasehold interests and encumbrances of any nature, except Permitted Encumbrances (as hereafter defined), all of the following properties, assets and other claims, rights and interests of the Sellers, whether used or available for use in the manufacture or sale of the Products or otherwise in connection with the Business (the “Assets”) including but not limited tointerests: (i) All inventories of raw materials, work in process, goods in transit (i.e., inventories purchased by, but not delivered to, FabriSteel or Profile), and finished goods (collectively, the “Inventory”), all office supplies, maintenance supplies, packaging materials, spare parts and similar items of the Sellers relating to MDI Business (collectively, the Business"OFFICE SUPPLIES") which exist on the Closing Date (as defined below); (ii) All all accounts, accounts receivable receivable, notes and notes (receivable relating to the MDI Business existing on the Closing Date which are payable to the Seller, including any security held by the Sellers Seller for the payment thereof) of thereof (the Sellers relating accounts, accounts receivable, notes and notes receivable, including any related security therein, to be transferred to the Business (collectively, Buyer pursuant hereto are collectively referred to herein as the “Accounts Receivable”"ACCOUNTS RECEIVABLE"); (iii) All all prepaid expenses of the Sellers Seller relating to the Business, other than prepaid expenses MDI Business existing on the Closing Date and any cash balances relating to the MDI Business remaining on the Closing Date after satisfying the conditions set forth in respect of insurance policies (collectively, the “Prepaid Expenses”)subsection 5.9; (iv) All all rights of the Seller under the contracts, agreements, leases, licenses, purchase orders, supplier commitments, steel allocations and allotments (if any), customer sales agreements licenses and other agreements, documents and instruments including but not limited relating to those the MDI Business all as set forth on Schedule 2.8 2.16 attached hereto, except for those under the Credit Agreement ------------- between the Seller and Schedule 2.12(bMDI and the Agreement of Allocation of Payment of Federal Income Tax (the "TAX SHARING AGREEMENT") between the Seller Entities and certain of their Affiliates (as defined below) (collectively, the “Contracts”"CONTRACT RIGHTS"), to the extent assignable; (v) All all books, payment records, records and accounts, customer lists, environmental reports or studies, asset appraisals, correspondence, production records, technical, accounting, manufacturing and procedural manuals, development and design data, plans, blueprints, specifications and drawingscustomer lists, employment and personnel records, and other Business recordsstudies, including electronic mediareports or summaries relating to any environmental conditions or consequences of any operation relating to the MDI Business, present or former, as well as all studies, reports or summaries relating to any environmental aspect or the general condition of the Assets (as defined below), and any confidential or other information which has been reduced to writing, in each case to the extent utilized in the conduct of or writing relating to or arising solely out of the Business or the Assets (as defined in Section 1.1(c)), subject to Sellers’ right to retain such copies thereof that Sellers reasonably require for their ongoing operation, winding up or dissolution and other than such documents maintained at locations of Sellers’ Affiliates of which Sellers maintains originals or copies thereof and other than data that has been provided to Sellers’ Affiliates that has been compiled or consolidated with such Affiliates’ data (collectively, the “Books and Records”)MDI Business; (vi) All all rights of the Sellers Seller under express or implied warranties from the manufacturers or suppliers of the Assets to the extent such rights are transferable (but excluding such rights insofar as the same pertain to liabilities retained by any Seller hereunder) (collectively, the “Warranties”)MDI Business; (vii) The motor vehicles and other rolling stock listed on Schedule 1.1(vii) (collectively, the “Motor Vehicles”); (viii) All all of the machinery, computer and other equipment, tools, toolingsoftware, production fixtureshardware, maintenance machinery and equipmentequipment and furniture relating to the MDI Business owned by the Seller on the Closing Date, prototypes, models, molds, dies, works in progress, computers, telecommunication systems, fittings, office equipment, furniture, leasehold improvements whether or not reflected as capital assets in the Sellers’ accounting records which are used in or related of the Seller relating to the MDI Business (collectively, the “Fixed Assets”"FIXED ASSETS"); (viii) all of the Seller's right, title and interest in and to all Intellectual Property, as defined in Subsection 2.24(f); (ix) All right, title all copies of and interest of the Sellers in and to media containing all intellectual or intangible property rights, in any country, owned by or licensed to the Sellers, or which the Sellers have a legal and enforceable right to own or use, and utilized in or related to the Business or Products, used in the manufacture or sale, to the extent assignable, including but not limited to any inventions, discoveries, trade secrets, processes, methods, ideas, formulas, know-how, patents and patent applications, invention disclosures, process secrets, trade names, trademarks, service marks, trademark registrations, applications for trademark registrations, copyrights, copyright registrations, works of authorship, certification marks, industrial designs, mask works, internet domain name registrations, technical expertise, specifications, drawings, product information and data, software (including source code, object code, flow charts, program descriptions, program listings, libraries, tools, utilities, databases, data, diagrams, diagnostics, alpha and data)beta versions and all related documentation and commentaries, and research data in each case owned owned, licensed or used by the Sellers or used Seller Entities in the Business, including but not limited to those included in a list of intellectual property previously delivered to Buyer, and including rights to xxx for past infringements conduct of the foregoing MDI Business (collectively, the “Intellectual Property”) and Sellers reserve no rights to the Intellectual Property after Closing;"SOFTWARE"); and (x) All transferable approvals, authorizations, certifications, consents, variances, permissions, licenses, registrations and permits to or from, or filings, notices or recordings to or with, federal, state and local governmental authorities as held or effected by the Sellers in connection with the Business or the Assets; (xi) The names “FabriSteel Products,” “Profile Steel and Wire,” “Multifastener”; (xii) Any contract, agreements or arrangements, if any, to purchase steel to the extent it is assignable and part of the Sellers allocated usage related to the Business; and (xiii) Except except as specifically provided in Section 1.1(b)Subsection 1.2(b) hereof, all other Assetsassets, properties, claims, rights and interests of the Sellers which relate Seller relating to the MDI Business and are utilized in generating the Products and in each case to the extent in existence and owned by the Sellers which exist on the Closing Date, of every kind, kind and nature and description, whether tangible or intangible, real, personal or mixed. (b) Notwithstanding the provisions of Section 1.1(a)paragraph (a) above, the assets to be transferred to Xxxxxxxxx the Buyer under this Agreement shall not include (i) any assets that are not used in connection with the Business which are listed on Schedule 1.1(b), (ii) any cash or cash equivalents of the Sellers; (iii) any of the Sellers’ rights or obligations under this Agreement; (iv) assets of any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with, the Sellers which are not used in the Business; (v) all rights to refunds of Income Taxes; (vi) all Tax Returns of the Sellers; (vii) any capital stock of any subsidiaries of the Sellers, (viii) any rights or benefits pursuant to any of the Sellers’ insurance policies (intercompany, self-insurance, key man or otherwise); (ix) any books or records (A) relating to the corporate affairs of the Sellers, including, but not limited to, minute books and shareholder registers or (B) which relate to the Excluded Assets or the Retained Liabilities; (x) any money owed to either of the Sellers by an affiliate of FabriSteel; and specifically excluded are (xi) those assets listed on Schedule 1.1(b1.2(b) attached hereto or any tax rights or benefits arising --------------- or in any way related to the Tax Sharing Agreement (collectively, the “Excluded Assets”"EXCLUDED ASSETS"). (c) The InventoryOffice Supplies, Accounts Receivable, Prepaid Expenses, Leases, Contracts, Books and Records, Warranties, Motor VehiclesContract Rights, Fixed Assets, Intellectual Property Property, Software and other properties, assets and Business business of the Sellers Seller relating to the MDI Business described in Section 1.1(a)paragraph (a) above, other than the Excluded Assets, shall be referred to collectively as the “Assets”"ASSETS."