Common use of Description of Purchased Assets Clause in Contracts

Description of Purchased Assets. The Purchased Assets shall include the following assets owned by SPP: (a) prepaid assets defined on Schedule 1.2(a) attached hereto and incorporated herein, and all rights and obligations associated therewith (the “Prepaid Assets”); (b) SPP’s inventory as set forth on Schedule 1.2(b) attached hereto and incorporated herein (including, but not limited to, medical equipment, medical/surgical supplies, pharmacy products and health-related products, packing materials and supplies; but excluding those medications with an expiration date within ninety (90) days of April 30, 2007) (the “Inventory”); (c) to the extent of Seller’s ownership interest, if any, all of Seller’s fixed assets, furniture, fixtures, equipment (including office equipment, communications equipment and pharmacy equipment), computer hardware and software, and all other tangible personal property other than the Inventory, including any of the foregoing which has been fully depreciated, as set forth on Schedule 1.2(c) attached hereto and incorporated herein (the “Equipment”); (d) all of Seller’s rights in leasehold interests and all leasehold improvements in real property (the “Leased Real Estate”); (e) all of Seller’s rights under any leasehold interests and leasehold improvements created by all leases of personal property as set forth on Schedule 1.2(e) attached hereto and incorporated herein; (f) [intentionally omitted]; (g) [intentionally omitted]; (h) all of Seller’s rights under those contracts and agreements listed in Schedule 1.2(h) as well as claims and rights (and benefits arising therefrom) with or against any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under warranties covering any of the Inventory or Equipment; (i) all transferable regulatory, environmental, health and safety permits, licenses, registrations, and governmental approvals and authorizations (“Authorizations”), related to the operation and use of Purchased Assets as set forth on Schedule 1.2(i) attached hereto and incorporated herein; (j) all transferable licenses, permits, registrations and government approvals other than the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto and incorporated herein; (k) [intentionally omitted]; (l) all internally developed and externally developed or purchased computer software and SPP’s rights/licenses in and to such software, to the extent assignable, which relates to use, management or operation of the Purchased Assets (including source code, object code, executable code, data, databases and related documentation), together with all translations, adaptations, modifications, derivations, combination and derivative works thereof as set forth on Schedule 1.2(l) attached hereto and incorporated herein (the “Software”); (m) all trade secrets, confidential business information (including ideas, research and development, know-how, formulae, compositions, processes and techniques, methods, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) and other proprietary rights in intangible forms of property (the “Intellectual Property”); (n) all customer lists, customer records and mailing lists; (o) all sales, marketing and promotional materials, catalogues and advertising literature; (p) subject to the access rights granted to SPP or its designee in Section 8 below, all books and records relating to the Purchased Assets and agreed to in writing by the parties, including technical papers, insurance records, inventory, maintenance, and asset history records, ledgers, and books of original entry, and any regulatory files including those concerning the Occupational Safety and Health Administration; (q) all telephone numbers; (r) all rebates receivable and Secure Release receivables as set forth on Schedule 1.2(r) attached hereto and incorporated herein; and (s) all insurance benefits including rights and proceeds arising from or related to the Purchased Assets and that accrue after the Closing Date.

Description of Purchased Assets. The Purchaser will purchase substantially all of the assets (the "Purchased Assets") of the Vendor as at the Closing Date (as herein defined) which are described as listed in Appendix "A", which is attached hereto, and which is considered an integral part of this Agreement. For the avoidance of doubt, the parties hereto understand and agree that the Purchased Assets shall include include, but are not limited to, the following assets owned by SPPfollowing: (a) prepaid assets defined on Schedule 1.2(a) attached hereto and incorporated hereinall the real property owned or leased by the Vendor which shall include, and without limitation, all rights and obligations associated therewith uranium mining leases for the Tex-1 Uranium Project (the “Prepaid Assets”"TUP") and the Mt. Lucas Uranium Project (the "MLUP"); (bi) SPP’s inventory the purchase of all of the furniture, fixtures, equipment and fixed assets owned by the Vendor (collectively, the "Owned Assets") as set forth on Schedule 1.2(bdescribed as listed in Appendix "A-6", which is attached hereto, and which is considered an integral part of this Agreement; and (ii) attached hereto the right of the Purchaser to use, during the period of Mt. Xxxxx Reclamation (as herein defined), provided Purchaser shall maintain the lease and incorporated herein rental payments during the period of such use, the leased and rent-to-own equipment controlled by the Vendor (includingcollectively, but not limited to, medical equipment, medical/surgical supplies, pharmacy products the "Leased and health-related products, packing materials and supplies; but excluding those medications with an expiration date within ninety (90Rented Assets") days of April 30, 2007) (the “Inventory”)as also described as listed in Appendix "A-6"; (c) to all rights of the extent Vendor under all contracts, agreements and leases of Seller’s ownership interestwhatever nature in respect of the South Texas Mining Venture, if any, all of Seller’s fixed assets, furniture, fixtures, equipment LLP (including office equipment, communications equipment and pharmacy equipmentthe "STMV"), computer hardware the TUP and softwarethe MLUP, and all other tangible personal property other than the Inventory, including any of the foregoing which has been fully depreciated, equipment leases as set forth on Schedule 1.2(c) attached hereto and incorporated herein (the “Equipment”);listed in Appendix "A"; and (d) all of Seller’s rights in leasehold interests and all leasehold improvements in real property (the “Leased Real Estate”); (e) all of Seller’s rights under any leasehold interests and leasehold improvements created by all leases of personal property as set forth on Schedule 1.2(e) attached hereto and incorporated herein; (f) [intentionally omitted]; (g) [intentionally omitted]; (h) all of Seller’s rights under those contracts and agreements listed in Schedule 1.2(h) as well as claims and rights (and benefits arising therefrom) with or against any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under warranties covering any of the Inventory or Equipment; (i) all transferable regulatory, environmental, health and safety permits, licenses, registrations, and governmental approvals and authorizations (“Authorizations”), related to the operation and use of Purchased Assets as set forth on Schedule 1.2(i) attached hereto and incorporated herein; (j) all transferable licenses, permits, approvals, consents, registrations and government approvals other than authorizations issued to or held by the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto Vendor in respect of the STMV, the TUP and incorporated herein; (k) [intentionally omitted]; (l) the MLUP. Any and all internally developed and externally developed or purchased computer software and SPP’s rights/licenses in and to such software, to assets of the extent assignable, Vendor which relates to use, management or operation of are excluded from the Purchased Assets (including source codeare described as listed in Appendix "A-1", object code, executable code, data, databases and related documentation), together with all translations, adaptations, modifications, derivations, combination and derivative works thereof as set forth on Schedule 1.2(l) which is attached hereto and incorporated herein (the “Software”); (m) all trade secrets, confidential business information (including ideas, research and development, know-how, formulae, compositions, processes and techniques, methods, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) and other proprietary rights in intangible forms of property (the “Intellectual Property”); (n) all customer lists, customer records and mailing lists; (o) all sales, marketing and promotional materials, catalogues and advertising literature; (p) subject to the access rights granted to SPP or its designee in Section 8 below, all books and records relating to the Purchased Assets and agreed to in writing by the parties, including technical papers, insurance records, inventory, maintenancehereto, and asset history records, ledgers, and books which is considered an integral part of original entry, and any regulatory files including those concerning the Occupational Safety and Health Administration; (q) all telephone numbers; (r) all rebates receivable and Secure Release receivables as set forth on Schedule 1.2(r) attached hereto and incorporated herein; and (s) all insurance benefits including rights and proceeds arising from or related to the Purchased Assets and that accrue after the Closing Datethis Agreement.

Description of Purchased Assets. The Except as otherwise provided in Section 1.1, the Purchased Assets sold and purchased pursuant to this Agreement shall include be the following assets owned by SPPfollowing: (a) prepaid assets defined on the machinery and equipment of Seller relating to the Division described in Schedule 1.2(a) attached hereto and incorporated herein, and all rights and obligations associated therewith (the “Prepaid Assets”); (b) SPP’s all the inventory as set forth of Seller relating to the Division that is located at 0000 Xxxxx, Suite 150, Houston, Texas, 77026 on the Closing Date (the "Inventory") and Schedule 1.2(b) attached hereto and incorporated herein (includingreflects the Inventory as of March 14, but not limited to, medical equipment, medical/surgical supplies, pharmacy products and health-related products, packing materials and supplies; but excluding those medications with an expiration date within ninety (90) days of April 30, 2007) (the “Inventory”)2003; (c) all accounts receivable (including billed and unbilled) of Seller relating to the extent of Seller’s ownership interest, if any, all of Seller’s fixed assets, furniture, fixtures, equipment (including office equipment, communications equipment and pharmacy equipment), computer hardware and software, and all other tangible personal property other than the Inventory, including any conduct of the foregoing which has been fully depreciated, as set forth on Division (the "Accounts Receivable") and Schedule 1.2(c) attached hereto and incorporated herein (reflects the “Equipment”)Accounts Receivable as of March 14, 2003; (d) all of Seller’s rights in leasehold interests and all leasehold improvements in real property (the “Leased Real Estate”Intellectual Property described on Schedule 1.2(d); (e) all of Seller’s rights under any leasehold interests third-party indemnities where Seller is an indemnified party and leasehold improvements created by all leases of personal property as set forth on Schedule 1.2(e) attached hereto and incorporated hereinthe proceeds afforded thereby, in each case to the extent relating to the Purchased Assets; (f) [intentionally omitted]all rights of Seller to manufacturers' warranties and indemnities with respect to any Purchased Asset; (g) [intentionally omitted]the goodwill of Seller with respect to the Division, however, Buyer shall have no right to use the name "Project Lighting;" provided, however, that Buyer may use the phrase "formerly affiliated with Project Lighting Company, Inc." for a period of up to 12 months following the Closing Date; (h) all rights of Seller’s rights under those contracts and agreements listed in Schedule 1.2(h) as well as claims and rights (and benefits arising therefrom) Seller pertaining to any causes of action, lawsuits, judgments, claims, demands, counterclaims, set-offs or defenses Seller may have with or against any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under warranties covering respect to any of the Inventory or EquipmentPurchased Assets, except to the extent relating to the Excluded Assets; (i) all transferable regulatorybooks and records of Seller only to the extent that such books and records of the Seller relate to the Purchased Assets, environmentalincluding all customer and supplier files and lists, health sales information, equipment maintenance and safety permitswarranty information, licensesoperating manuals, registrationsall correspondence with any customers, suppliers, employees or governmental authorities, all personnel records relating to employees of Seller who become Transferred Employees (as defined in Section 1.4(a) below), and governmental approvals any other reports, promotional materials, marketing studies, plans and authorizations (“Authorizations”), documents prepared by or on behalf of Seller related exclusively to the operation Division, including data stored electronically, but excluding the books and use records of Purchased Assets the Division listed as set forth on Schedule 1.2(i) attached hereto and incorporated herein;Excluded Assets; and (j) all transferable licenses, permits, registrations and government approvals other than the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto and incorporated herein; (k) [intentionally omitted]; (l) all internally developed and externally developed work orders or purchased computer software and SPP’s rights/licenses in and to such software, to the extent assignable, which relates to use, management or operation of the Purchased Assets (including source code, object code, executable code, data, databases and related documentation), together with all translations, adaptations, modifications, derivations, combination and derivative works thereof as set forth on Schedule 1.2(l) attached hereto and incorporated herein (the “Software”); (m) all trade secrets, confidential business information (including ideas, research and development, know-how, formulae, compositions, processes and techniques, methods, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) and other proprietary rights in intangible forms of property (the “Intellectual Property”); (n) all customer lists, customer records and mailing lists; (o) all sales, marketing and promotional materials, catalogues and advertising literature; (p) subject to the access rights granted to SPP or its designee in Section 8 below, all books and records relating to the Purchased Assets and agreed to in writing by the parties, including technical papers, insurance records, inventory, maintenance, and asset history records, ledgers, and books of original entry, and any regulatory files including those concerning the Occupational Safety and Health Administration; (q) all telephone numbers; (r) all rebates receivable and Secure Release receivables as set forth on Schedule 1.2(r) attached hereto and incorporated herein; and (s) all insurance benefits including rights and proceeds arising from or purchase orders related to the Purchased Assets and that accrue after Division received by the Business prior to the Closing DateDate ("Jobs in Progress").

Description of Purchased Assets. The Upon the terms and subject to the conditions of this Agreement, at the Closing (as defined in Section 5), Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall acquire, accept and purchase from Seller, all of Seller’s right, title and interest in and to all assets, properties and rights (except for Excluded Assets, as defined in Section 2.2) whether tangible or intangible, whether real, personal or mixed, and wherever located, used or usable in the operation of the Business (collectively the “Purchased Assets shall include the following assets owned by SPPAssets”), including: (a) prepaid assets defined on Schedule 1.2(aThe Seller’s leasehold interest in that certain real property lease between the Seller, as lessee, and Andretti Global Development LLC, as lessor, (the “Lease”) attached hereto with respect to the Seller’s lease of the real property located at 0000 Xxxxxxxxxx Xxxx, Xxxxxxxx, XX 00000 (the “Seller’s Premises”) and incorporated hereinall other interests of the Seller in other land, structures, buildings and improvements, and all rights and obligations associated therewith (appurtenances belonging or appertaining thereto, used in the “Prepaid Assets”Business and listed on Schedule 2.1(a); (b) SPPAll equipment, fixtures, furniture, furnishings, leasehold improvements, goods and other tangible personal property, whether located on the Seller’s inventory Premises or not, as set forth more fully described on Schedule 1.2(b) attached hereto and incorporated herein (including, but not limited to, medical equipment, medical/surgical supplies, pharmacy products and health-related products, packing materials and supplies; but excluding those medications with an expiration date within ninety (90) days of April 30, 2007) (the “Inventory”2.1(b); (c) All customer deposits and all prepaid items, including all deposits made with respect to the extent of Seller’s ownership interest, if any, all of Seller’s fixed assets, furniture, fixtures, equipment (including office equipment, communications equipment and pharmacy equipment), computer hardware and softwarePremises, and all other tangible personal property other than the Inventory, including any of the foregoing which has been fully depreciated, unbilled costs and fees as set forth on Schedule 1.2(c2.1(c) attached hereto and incorporated herein (the “EquipmentDeposits”); (d) all of Seller’s rights in leasehold interests All accounts, accounts receivable, notes and notes receivable, including any security therefor, and all leasehold improvements in real property other receivables listed on Schedule 2.1(d) (the “Leased Real Estate”Receivables); (e) all of Seller’s rights under any leasehold interests All good, usable and leasehold improvements created by all leases of personal property as set forth merchantable inventories, finished goods, raw materials, work in process, supplies, packaging materials, parts and similar items listed on Schedule 1.2(e) attached hereto and incorporated herein2.1(e); (f) [intentionally omitted]To the extent assignable, all rights under each written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, other permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization listed on Schedule 2.1(f) (the “Contracts”); (g) [intentionally omitted]All computer programs (other than off-the-shelf computer programs) and software, including all documentation and related object and source codes, owned, licensed or otherwise used by the Seller in connection with the operation of the Business listed on Schedule 2.1(g); (h) All causes of action, demands, rights against third parties and choses in action arising out of occurrences before or after the Closing relating to the Purchased Assets, including without limitation all of Seller’s rights under those contracts and agreements listed in Schedule 1.2(h) as well as claims and rights (and benefits arising therefrom) with express or against any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under implied warranties covering any of the Inventory or Equipment; (i) all transferable regulatory, environmental, health and safety permits, licenses, registrations, and governmental approvals and authorizations (“Authorizations”), related to the operation and use of Purchased Assets as set forth on Schedule 1.2(i) attached hereto and incorporated herein; (j) all transferable licenses, permits, registrations and government approvals other than the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto and incorporated herein; (k) [intentionally omitted]; (l) all internally developed and externally developed or purchased computer software and SPP’s rights/licenses in and to such software, to the extent assignable, which relates to use, management or operation of the Purchased Assets (including source code, object code, executable code, data, databases and related documentation), together with all translations, adaptations, modifications, derivations, combination and derivative works thereof as set forth on Schedule 1.2(l) attached hereto and incorporated herein (the “Software”); (m) all trade secrets, confidential business information (including ideas, research and development, know-how, formulae, compositions, processes and techniques, methods, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) and other proprietary rights in intangible forms of property (the “Intellectual Property”); (n) all customer lists, customer records and mailing lists; (o) all sales, marketing and promotional materials, catalogues and advertising literature; (p) subject to the access rights granted to SPP or its designee in Section 8 below, all books and records relating to the Purchased Assets and agreed to in writing by the partiesother intangible rights and assets, including technical papersthe goodwill associated with the Seller, insurance records, inventory, maintenance, the Purchased Assets and asset history records, ledgers, and books of original entry, and any regulatory files including those concerning the Occupational Safety and Health AdministrationBusiness; (qi) all telephone numbersAll information, files, records, data, plans, contracts and recorded knowledge related to the foregoing; (rj) All rights of Seller to its customer base with respect to the Business (the “Customer Base”) and all rebates receivable outstanding purchase orders, agreements of sale and Secure Release receivables related documentation as set forth on Schedule 1.2(rof the Closing Date with respect to the Business (the “Customer Contracts”) attached hereto and incorporated hereinall rights of Seller in and to the Customer Contracts, and, to the extent available, copies or originals of all material documents relating to the Customer Base and the Customer Contracts, including names and addresses, invoices and purchase orders for the last three years, purchasing history, credit history and payment terms; and (sk) all insurance benefits including rights Any other asset or right of the Seller of every kind and proceeds arising from or description, real and personal, tangible and intangible, related to the Purchased Assets and that accrue after Business not referred to in clauses (a) through (j) hereof, other than the Closing DateExcluded Assets.

Description of Purchased Assets. The Purchased Assets shall include Upon the terms and subject to the conditions herein expressed, Seller agrees to sell, convey, transfer, assign, set over and deliver to Buyer on the Closing Date, effective as of the Effective Time (as said terms are defined in Section 4.3 hereof), the following assets of the Business then owned or operated by SPPSeller and necessary for the conduct of the Business as it has been and is currently being conducted, free and clear of any and all encumbrances, other than as set forth herein: (a) prepaid all machinery, equipment, tools, motor vehicles, trucks, front- end loaders and other rolling stock, computers, terminals, computer equipment, office equipment, furniture, business machines, telephones and telephone systems, accessories and other tangible assets defined on Schedule 1.2(aused in the Business and located at the Bellwood Quarry and the Rockmart Quarry (the Bellwood Quarry and the Rockmart Quarry being sometimes hereinafter collectively referred to as the "Facilities") attached hereto and incorporated hereinas of the Effective Time, together with any and all rights assignable warranties of third parties with respect thereto, all as more particularly set forth in Exhibit 1.1(a) hereto (collectively, the "Machinery and obligations associated therewith (the “Prepaid Assets”Equipment"); (b) SPP’s all inventory of construction aggregate, shot rock and any other aggregate or materials other than the Recycled Asphalt Pavement (as hereinafter defined) located at the Facilities on the Closing Date (collectively, the "Aggregate Inventory"); provided, however, that the -------- ------- purchase price for the Aggregate Inventory shall be separately determined as more fully set forth on Schedule 1.2(bin Article II below; (c) attached hereto subject to any required consents of such employees, all personnel records of employees of Seller whose employment with Seller will be terminated and incorporated herein (includingwho are hired by Buyer as a result of the transaction; all marketing studies, but not limited tocustomer lists, medical equipmentcustomer files, medical/surgical suppliessupplier files, pharmacy products sales agent and health-related productsmanufacturers' representatives files, packing materials credit files, credit data, appraisals, valuations, and consulting studies and all other records and reports relating to the assets purchased by Buyer; all printed and other advertising, sales and promotional materials, and catalogues and supplies; but excluding those medications with an expiration date within ninety (90) days of April 30, 2007) (the “Inventory”); (c) to the extent of Seller’s ownership interest, if any, and all of Seller’s fixed assets, furniture, fixtures, equipment (including office equipment, communications equipment and pharmacy equipment)computer programs, computer hardware and software, computer manuals, flowcharts, printouts, data files, program documentation and all other tangible personal property other than materials of Seller which relate to the InventoryBusiness and all copies of each thereof (collectively, including any of the foregoing which has been fully depreciated, as set forth on Schedule 1.2(c) attached hereto "Files and incorporated herein (the “Equipment”Records"); ; (d) all of Seller’s rights in leasehold interests and all leasehold improvements in real property (the “Leased Real Estate”); (e) all of Seller’s rights under any leasehold interests and leasehold improvements created by all leases of personal property as set forth on Schedule 1.2(e) attached hereto and incorporated herein; (f) [intentionally omitted]; (g) [intentionally omitted]; (h) all of Seller’s rights under those contracts and agreements listed in Schedule 1.2(h) as well as claims and rights (and benefits arising therefrom) with or against any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under warranties covering any of the Inventory or Equipment; (i) all transferable regulatoryfee simple interests of Seller in the real property more particularly described on Exhibit 1.1 (i) hereto, environmentaltogether with the buildings, health fixtures, structures, parking areas, landscaping, elevators, HVAC, plumbing, electrical, drainage, security, life safety and safety permitsfire alarm systems (and their component parts), and other improvements located thereon, and together with all of Seller's right, title and interest in and to all utility reservations, rights of way, strips and gores of land, uses, rights, licenses, registrationseasements, privileges, hereditaments, tenements, reversions, remainders, and governmental approvals appurtenances in any way belonging, remaining or appertaining thereto and authorizations any and all assignable warranties of third parties with respect thereto (“Authorizations”collectively, the "Real Property"); (ii) approximately eleven (11) acres of real property presently owned by the City of Atlanta Housing Authority and located adjacent to the Bellwood Quarry (the "Additional Property"), related but only if the same is acquired by Seller prior the Closing Date and Buyer elects to purchase the operation and use of Purchased Assets as set forth on Schedule 1.2(i) attached hereto and incorporated herein; Additional Property hereunder; (jiii) all transferable licensesleasehold interests of Seller, permitsas tenant or lessee, registrations under the leases described in Exhibit 1.1(d)(iii) hereto, together with the buildings, fixtures, structures, parking areas, landscaping, elevators, HVAC, plumbing, electrical, drainage, security, life safety and government approvals fire alarm systems (and their component parts), and other than the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto improvements located thereon, and incorporated herein; (k) [intentionally omitted]; (l) together with all internally developed of Seller's right, title and externally developed or purchased computer software and SPP’s rights/licenses interest in and to such softwareall utility reservations, to rights of way, strips and gores of land, uses, rights, licenses, easements, privileges, hereditaments, tenements, reversions, remainders, and appurtenances in any way belonging, remaining or appertaining thereto and any and all prepaid rent and assignable warranties of third parties with respect thereto (collectively, the extent assignable, which relates to use, management or operation of the Purchased Assets (including source code, object code, executable code, data, databases and related documentation), together with all translations, adaptations, modifications, derivations, combination and derivative works thereof as set forth on Schedule 1.2(l"Leasehold Property") attached hereto and incorporated herein (the “Software”Real Property, the Additional Property and the Leasehold Property are sometimes hereinafter collectively referred to as the "Property"); (m) all trade secrets, confidential business information (including ideas, research and development, know-how, formulae, compositions, processes and techniques, methods, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) and other proprietary rights in intangible forms of property (the “Intellectual Property”); (n) all customer lists, customer records and mailing lists; (o) all sales, marketing and promotional materials, catalogues and advertising literature; (p) subject to the access rights granted to SPP or its designee in Section 8 below, all books and records relating to the Purchased Assets and agreed to in writing by the parties, including technical papers, insurance records, inventory, maintenance, and asset history records, ledgers, and books of original entry, and any regulatory files including those concerning the Occupational Safety and Health Administration; (q) all telephone numbers; (r) all rebates receivable and Secure Release receivables as set forth on Schedule 1.2(r) attached hereto and incorporated herein; and (s) all insurance benefits including rights and proceeds arising from or related to the Purchased Assets and that accrue after the Closing Date.

Description of Purchased Assets. The Purchased Assets Subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and indemnities contained or referred to herein, at the Closing, Seller shall, and shall include cause each Seller Entity to, sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, free and clear of all Encumbrances, other than Permitted Encumbrances, all right, title and interest of Seller or any Seller Entity in and to all the following assets owned by SPP:assets, properties and rights to the extent relating to, currently being used, or held for use in the Business or necessary for the operation of the Business, excepting the Excluded Assets, (collectively, the “Purchased Assets”): (a) prepaid assets defined the leases of real property, together with all easements, rights and privileges appurtenant thereto, listed and designated as such on Schedule 1.2(a5.12(a) attached hereto and incorporated herein, and all rights and obligations associated therewith (the “Prepaid AssetsLeases”); (b) SPP’s inventory all fixtures, machinery and personalty of a permanent nature annexed, affixed or attached to any of the Leased Real Property, and any and all assignable warranties of Third Parties with respect thereto (“Fixtures and Improvements”); (c) all equipment and personal property of Seller, whether owned or leased, including vehicles, furniture, supplies, office equipment and materials, computer hardware and other tangible personal property (other than Inventory) as set forth on Schedule 1.2(b2.1(c) attached hereto (the “Personal Property”); (d) all inventories including raw materials, work in process, parts, samples, finished goods and incorporated herein (including, but not limited to, medical equipment, medical/surgical related storeroom and other supplies, pharmacy products wrapping, operating supplies and health-related productspackaging items used or to be used in the Business, packing materials and supplies; but excluding those medications Seller’s or any Seller Entity’s rights to receive refunds or rebates in connection with an expiration date within ninety (90) days its purchase of April 30, 2007) any such inventory (the “Inventory”); (ce) all records, files, hooks and operating data, whether in print, electronic or other media, to the extent relating to the Business or any of Seller’s ownership interestthe Purchased Assets, if anyincluding Confidential Information, equipment maintenance records, correspondence, financial, purchasing, sales, market and credit information and reports, drawings, patterns, slogans, and contract documents; (f) all of Seller’s fixed assetscustomer lists and customer account information relating to the Business, furnitureproduct information, fixturesmarketing literature, equipment research materials, promotional displays and materials, and any other records or similar materials relating to the Business, including copies of any extracts contained on a sales program database of Seller or any Seller Entity at a location other one of the Business Sites which extracts are not comprised elsewhere within the Purchased Assets; (including office equipmentg) all contracts, communications equipment agreements, purchase and pharmacy equipmentsales orders and commitments with customers, suppliers, vendors, lessors, lessees, utilities, providers or others entered into by Seller or any Seller Entity in connection with the Business identified on Schedule 5.6(a), computer hardware and software, and all other tangible leases of personal property other than listed on Schedule 5.6(a) (except to the Inventoryextent included within Excluded Assets), including all options to renew or extend the term of such personal property leases or to purchase all or any part of the foregoing which has been fully depreciated, as set forth on Schedule 1.2(c) attached hereto and incorporated herein such personal property (the “EquipmentPersonal Property Leases;” with the personal property subject to such leases and all easements, rights and privileges appurtenant thereto being the “Leased Personal Property”) (collectively, the “Contracts”); (dh) to the extent transferable, all rights and incidents of interest in and to all licenses, certificates, consents, permits, approvals and other authorizations of Seller (collectively, “Permits”) of any authority or body relating to the operation of the Business; (i) except for Deposits, all rights, claims, credits, causes of action or rights of set-off against Third Parties relating to the Purchased Assets, whether known or unknown, liquidated or unliquidated, fixed or contingent, and all rights under or pursuant to all warranties, representations and Guarantees relating to the Purchased Assets made by suppliers, manufacturers, contractors and other Third Parties in connection with products or services to the extent purchased by or furnished to Seller or any Seller Entity for use in the Business, in each case to the extent related to the Purchased Assets; (j) to the extent relating to the Business (i) all of Seller’s rights in leasehold interests goodwill to the extent incident to or associated with the Business as a going concern, all telephone numbers, telephone and advertising listings; (ii) all product development, packaging development, design and product patents, patents, patent applications, trademarks (including the trademark “General Optics”), trademark applications, trade names, service marks, brand names, assumed names, and registered and unregistered copyrights; (iii) General Optics website addresses, domain names and Internet Universal Resource Locators, that are listed on Schedule 2.1(j); (iv) to the extent that any Third Party licensor permits an assignment, a license to all computer programs and other software, and any trade secrets, non-public or confidential information, processes, know how, engineering, drawings, plans and product specifications, processes, know-how and all leasehold improvements other intellectual property, in real property each case to the extent principally used in the Business; and (v) any licenses, license agreements and applications related to any of the foregoing in clause (i), (ii), (iii) or (iv) (the items described in clauses (ii), (iii) and (iv) collectively referred to in this Agreement as the “Leased Real EstateIntellectual Property” and the items described in the foregoing clauses (i), (ii), (iii), (iv) and (v) collectively referred to in this Agreement as the “Intangible Assets”); (ek) all claims, warranties, choses in action, causes of Seller’s action, rights under any leasehold interests and leasehold improvements created by all leases of personal property as set forth on Schedule 1.2(e) attached hereto and incorporated herein; (f) [intentionally omitted]; (g) [intentionally omitted]; (h) all of Seller’s rights under those contracts and agreements listed in Schedule 1.2(h) as well as claims recovery and rights of set-off of any kind against Third Parties to the extent relating to the Purchased Assets, the Assumed Liabilities or the Business (and benefits arising therefrom) with other than to the extent relating to Excluded Assets or against any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under warranties covering any of the Inventory or Equipment; (i) all transferable regulatory, environmental, health and safety permits, licenses, registrationsRetained Liabilities, and governmental approvals the right to receive and authorizations (“Authorizations”), related retain mail and other communications to the operation and use of extent relating to the Purchased Assets as set forth on Schedule 1.2(i) attached hereto and incorporated herein; Assets, the Assumed Liabilities or the Business (j) all transferable licenses, permits, registrations and government approvals other than to the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto and incorporated herein; (k) [intentionally omitted]extent relating to Excluded Assets or Retained Liabilities); (l) all internally developed accounts and externally developed or purchased computer software and SPP’s rights/licenses in and to such software, notes receivable relating to the extent assignableBusiness and all rights to xxxx customers for products shipped or services rendered, which relates to use, management whether before or operation of after the Purchased Assets (including source code, object code, executable code, data, databases and related documentation), together with all translations, adaptations, modifications, derivations, combination and derivative works thereof as set forth on Schedule 1.2(l) attached hereto and incorporated herein (the “Software”);Closing; and (m) all trade secrets, confidential business information (including ideas, research rights of Seller or any Seller Entity in and development, know-how, formulae, compositions, processes and techniques, methods, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) and other proprietary rights in intangible forms of property (the “Intellectual Property”); (n) all customer lists, customer records and mailing lists; (o) all sales, marketing and promotional materials, catalogues and advertising literature; (p) subject to the access rights granted to SPP or its designee in Section 8 below, all books and records relating to the Purchased Assets and agreed to in writing by the parties, including technical papers, insurance records, inventory, maintenance, and asset history records, ledgers, and books of original entry, and any regulatory files including those concerning the Occupational Safety and Health Administration; (q) all telephone numbers; (r) all rebates receivable and Secure Release receivables as set forth on Schedule 1.2(r) attached hereto and incorporated herein; and (s) all insurance benefits including rights and proceeds arising from or related to the Purchased Assets and that accrue after the Closing Datename “General Optics”.

Description of Purchased Assets. The Purchased Seller shall sell, assign, transfer and deliver, and Buyer shall purchase and accept, certain operating assets used or useful in the Business, as the same exist upon Closing hereof (collectively hereinafter sometimes referred to as the "Assets"), which Assets shall include the following assets owned by SPPinclude: (a) prepaid all of the fixed assets defined shown on Schedule 1.2(athe December 31, 1995 balance sheet of Seller previously delivered to Buyer and as listed on SCHEDULE 1.1(A) attached hereto and incorporated herein, and all rights and obligations associated therewith made part hereof (the “Prepaid "Purchased Fixed Assets”"), subject to such changes in the Purchased Fixed Assets as shall arise in the ordinary course of business through the date of Closing; (b) SPP’s all of Seller's inventory as set forth on Schedule 1.2(b) attached hereto and incorporated herein (including, but not limited to, medical equipment, medical/surgical supplies, pharmacy products and health-related of products, packing materials and supplies; but excluding those medications with an expiration date within ninety (90) days of April 30, 2007) all supplies on hand (the “Inventory”"Purchased Inventories"); (c) to all customer lists, supplier lists, catalogs, price lists, marketing and promotional materials, credit files, operating data, patents, copyrights, know how, show how, trademarks, service marks and trade names (including the extent of Seller’s ownership interestmarks and name incorporating the phrases "Natural Baby" or "The Natural Baby Company, if anyInc."), trade secrets, licenses, all of Seller’s fixed assetsoperating, furniture, fixtures, equipment (including office equipment, communications equipment and pharmacy equipment), computer hardware and softwaresales, and all other tangible personal property other than marketing data used or useful in, or pertaining to, the Inventory, including any of Business and the foregoing which has been fully depreciated, as set forth on Schedule 1.2(c) attached hereto and incorporated herein Assets (the “Equipment”"Purchased Rights"); (d) all of Seller’s rights in leasehold interests under the contracts and all leasehold improvements in real property other agreements, if any, set forth on SCHEDULE 4.13) attached hereto and made part hereof (the “Leased Real Estate”"Purchased Contracts"), as well as open purchase orders outstanding at Closing, subject to such changes in the Purchased Contracts as shall arise in the ordinary course of business through the date of Closing; ; (e) all of Seller’s rights under any leasehold interests accounts and leasehold improvements created by all leases of personal property as notes receivable, excluding the receivables set forth on Schedule 1.2(e) attached hereto and incorporated herein; (f) [intentionally omitted]; (g) [intentionally omitted]; (h) all of Seller’s rights under those contracts and agreements listed in Schedule 1.2(h) as well as claims and rights (and benefits arising therefrom) with or against any natural individual, corporation, partnership, limited liability company, joint venture, association, bank, trust company, trust or other entity, whether or not legal entities, or any governmental entity, agency or political subdivision (each a “Person”) as set forth on Schedule 1.2(h) attached hereto and incorporated herein, including all rights against suppliers under warranties covering any of the Inventory or Equipment; (i) all transferable regulatory, environmental, health and safety permits, licenses, registrations, and governmental approvals and authorizations (“Authorizations”), related to the operation and use of Purchased Assets as set forth on Schedule 1.2(i) attached hereto and incorporated herein; (j) all transferable licenses, permits, registrations and government approvals other than the Authorizations (“Permits”) as set forth on Schedule 1.2(j) attached hereto and incorporated herein; (k) [intentionally omitted]; (l) all internally developed and externally developed or purchased computer software and SPP’s rights/licenses in and to such software, to the extent assignable, which relates to use, management or operation of the Purchased Assets (including source code, object code, executable code, data, databases and related documentation), together with all translations, adaptations, modifications, derivations, combination and derivative works thereof as set forth on Schedule 1.2(l) attached hereto and incorporated herein (the “Software”); (m) all trade secrets, confidential business information (including ideas, research and development, know-how, formulae, compositions, processes and techniques, methods, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information and business and marketing plans and proposals) and other proprietary rights in intangible forms of property (the “Intellectual Property”); (n) all customer lists, customer records and mailing lists; (o) all sales, marketing and promotional materials, catalogues and advertising literature; (p) subject to the access rights granted to SPP or its designee in Section 8 below, all books and records relating to the Purchased Assets and agreed to in writing by the parties, including technical papers, insurance records, inventory, maintenance, and asset history records, ledgers, and books of original entry, and any regulatory files including those concerning the Occupational Safety and Health Administration; (q) all telephone numbers; (r) all rebates receivable and Secure Release receivables as set forth on Schedule 1.2(r) attached hereto and incorporated herein; and (s) all insurance benefits including rights and proceeds arising from or related to the Purchased Assets and that accrue after the Closing Date.SCHEDULE 1.1