Common use of Included Assets Clause in Contracts

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property; (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any cash or cash equivalents held by or on behalf of Seller; (d) all securities; (e) all office and other supplies; (f) all inventory; (g) all rights under any written or oral contract, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization; (h) all rights under any patent, trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications therefore; (i) all technologies, methods, formulations, data bases, trade secrets, knowhow, inventions and other intellectual property used in the Business or under development; (j) all rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (k) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all information, files, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, include without limitation, limitation the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Xxxxxx Circuits Business, except as otherwise expressly set forth in this AgreementSection 1.3 hereof: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinerygoods, vehicles, furnishings and equipment and those items of personal property and other tangible personal propertyproperty used in the Xxxxxx Circuits Business; (b) all cash in the corporate sealsfollowing bank accounts: Imperial Bank - Account #00-000-000 (general disbursement account), certificates Bank of incorporationAmerica - Account #09294-11871 (payroll account), minute books, stock books, tax returns, books and "all cash in the imperial Bank lockbox account #00-000-000 shared with other XIT divisions either on or after the closing date which is received in payment of account and/or other records having to do with corporate organization of Sellerany invoice resulting from any shipment from the La Habra facility"; (c) any cash or cash equivalents held by or on behalf of Sellerall prepaid items, unbilled costs and fees, and accounts, notes and other receivables; (d) all securitiessupplies, raw materials, work-in-process, finished goods and other inventories; (e) all office and other supplies; (f) all inventory; (g) to the extent permitted by applicable law, all rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, operating permit or other permit, certification, authorization permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization; (hf) all right, title and interest of Seller in, to and under all purchase orders, including, but not limited to, all purchase orders from Motorola; (g) all rights under any patentwritten or oral distribution, dealer, sales agency or sales representative agreements, including, but not limited to any agreements with Xxxxxx and Associates ("Xxxxxx") or Xxxxxxxxx Xxxxxxxx ("Xxxxxxxx"); (h) all of Seller's right, title and interest in and to the name "Xxxxxx Circuits, Inc."; (i) all rights under any trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications thereforetherefor; (ij) all technologies, methods, formulations, data bases, trade secrets, knowhowknow-how, inventions and other intellectual property used in the Xxxxxx Circuits Business or under development; (jk) all rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (k) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests;and (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all information, files, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists lists, related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014foregoing.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, include without limitation, limitation the following assets, properties and rights of Seller as of the Closing Date used directly or indirectly in the conduct of, or generated by or constituting, or owned by the Business, except as otherwise expressly set forth in this AgreementSection 1.1.2 hereof: (a) all the land, structures, improvements and fixtures and all water lines, rights of way, uses, licenses, easements, hereditaments, tenements and appurtenances belonging or appertaining thereto, as more fully described on attached Disclosure Schedule 3.1.30; (b) Transferred Employees (as defined in Section 7.1(a)) of the Business; (c) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinerygoods, vehicles, furnishings and equipment and those items of personal property and other tangible personal property; (bd) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any all cash or cash equivalents held by in transit, in hand or on behalf of Seller; (d) all securitiesin bank accounts; (e) all prepaid items, unbilled costs and fees, and accounts, notes and other receivables; (f) all supplies and inventories and office and other supplies; (f) all inventory; (g) to the extent permitted by applicable law, all rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization; (h) all rights under any patent, trademark, service xxxxmxxx, trade name, domain name or copyright, whether registered or unregistered, unregistered and any applications thereforetherefore that are used in the Business; (i) all technologies, methods, formulations, data bases, product designations, trade secrets, knowhowknow-how, inventions inventions, websites, and other intellectual property used in the Business or under development; (j) all computer software owned by the Business (including documentation and related object and source codes) and transferable computer software used in the Business; (k) all rights or choices choses in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (k) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to assets and properties reflected on the Closing and billed by the Seller;Balance Sheet as defined in Section 1.5; and (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all information, files, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists lists, related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014foregoing.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreementsubsection 1.1.2 hereof: (a) all cash and cash equivalents in transit, on hand or inand the book balances of all bank accounts; (b) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinerygoods, vehicles, furnishings and equipment and those items of personal property and other tangible personal propertyproperty including, without limitation, the assets shown on Schedule 1.1.1 hereof; (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any cash or cash equivalents held by or on behalf of Sellerall prepaid items, utility and similar deposits, insurance return premiums, if any, unbilled costs and fees, and all accounts receivable, notes and other receivables; (d) all securities; (e) all supplies and inventories and office and other supplies; (f) all inventory; (ge) all rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization; (hf) all rights under any patent, trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications thereforetherefor; (ig) all technologies, methods, formulations, data bases, trade secrets, knowhowknow-how, inventions and other intellectual property used in the Business or under development, if any; (jh) all rights or choices chooses in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (ki) all records, manuals assets and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after properties reflected on the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; Balance Sheet (l) all work as defined in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(jSection 1.7); (oj) all inventory reflected on the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software Inventory Schedule attached as Exhibit A hereof; and (r) the real property; (sk) all information, files, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists lists, related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014foregoing.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except Except as otherwise expressly set forth in this AgreementSection 1.3 hereof, the Assets shall include without limitation the following assets, properties, and rights of Seller: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property; (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any cash or cash equivalents held by or on behalf of Seller; (d) all securities; (e) all office and other supplies; (f) all inventory; (g) all All rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorizationauthorization except for such agreements that Seller has notified Purchaser of in writing that Seller cannot transfer to Purchaser due to Seller's inability to secure the consent to the assignment from the other party to the Agreement; (hb) all All machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and other tangible personal property, including, but not limited to, the Assets set forth on Schedule 1.2 annexed hereto; (c) All technologies, methods, formulations, databases, trade secrets, know-how, inventions, computer software (including documentation and related object codes) and other intellectual property; (d) All office supplies; (e) All rights under any patent, trademark, service xxxx, trade name tradename or copyrightcopyrights, whether registered or unregistered, and any applications thereforetherefor (the "Marks"); (if) all technologies, methods, formulations, data bases, trade secrets, knowhow, inventions and other intellectual property used in the Business or under development; (j) all All rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (kg) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all All information, files, records, data, plans, and contracts and recorded knowledge, including customer client and supplier vendor lists related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requestsforegoing; (th) An irrevocable option for ten (10) years, which is hereby granted (i) to purchase all of the maintenance issued and service contracts; outstanding capital stock of Seller for a purchase price of One Dollar (u) $1.00), provided that Seller shall first divest Seller of all telephone numbers assets other than contracts for the distribution of ice cream and other food products, including but not limited to its Business; distribution agreements with Haagen-Daz, which shall be transferred to Purchaser as an asset of Seller upon exercise of the option, or (vii) to have Seller assign to Purchaser all accounts receivable invoiced by rights under any or all ice cream or other product distribution agreements of Seller relating with its suppliers, including but not limited to Seller's distribution agreements with Haagen-Daz and Xxxxxx-Xxxxxxx. This option shall survive the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014Closing.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property; (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any cash or cash equivalents held by or on behalf of Seller; (d) all securities; (e) all office and other supplies; (f) all inventory; (g) all rights under any written or oral contract, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization; (h) all rights under any patent, trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications therefore; (i) all technologies, methods, formulations, data bases, trade secrets, knowhow, inventions and other intellectual property used in the Business or under development; (j) all rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating except relating to Excluded Assets in 1.1.2; (k) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all information, files, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014.

Included Assets. The Assets referred to in Section 1.1(a)(ii) 2.1 shall include, without limitation, the following assets, properties and rights of Seller assets used directly or indirectly useful in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal propertyproperty listed on Schedule 2.2(a); (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or all office and other records having to do with corporate organization of Sellersupplies set forth on Schedule 2.2(b); (c) any cash or cash equivalents held by or all inventory set forth on behalf of SellerSchedule 2.2(c); (d) all securities; (e) all office and other supplies; (f) all inventory; (g) all rights under any written or oral contract, lease, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorizationauthorization set forth on Schedule 2.2(d); (he) all licenses, permits and other governmental authorizations (hereinafter referred to as “Licenses and Permits”) listed on Schedule 2.2 (e); (f) all rights under any patent, trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications thereforetherefor set forth on Schedule 2.2(f); (ig) all technologies, methods, formulations, data bases, trade secrets, knowhowknow-how, inventions and other intellectual property used in the Business Assets or under developmentdevelopment listed on Schedule 2.2(g); (jh) all rights or choices choses in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating except relating to Excluded Assets in 1.1.2Section 2.3; (ki) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s Company and each Subsidiaries’ quality assurance/quality control programs, if any, developed for the BusinessAssets, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (sj) all information, files, records, data, plans, and contracts and recorded knowledge, including customer records, customer prospect lists, customer lists and supplier lists related to the foregoing that the Purchaser Parent or Fusion may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (tk) the maintenance and service contractscontracts (“Maintenance Contracts”) set forth in Schedule 2.2(k), if any; (ul) all telephone numbers to its Businesscustomer lists, customer contracts or supplier contracts set forth on Schedule 2.2(l); (vm) all accounts receivable invoiced by Seller relating to the Businessreceivable, bank accounts, cash, merchant accounts, deposits, security deposits, and other items listed on Schedule 2.2(m); (wn) The Independent Contractor Agreement executed between all customer prospect lists (pipeline opportunities) set forth in Schedule 2.2(n), if any; and (o) all other assets of the Seller Company and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014each Subsidiary, except those excluded under Section 2.3.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property;property listed on Schedule 1.1.1(a). (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any cash or cash equivalents held by or on behalf of Seller; (d) all securities; (e) all office and other suppliessupplies set forth on Schedule 1.1.1(b); (fc) all inventoryinventory set forth on Schedule 1.1.1(c); (gd) all rights under any written or oral contract, agreement, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorizationauthorization set forth on Schedule 1.1.1(d); (he) all rights under any patent, trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications therefore;therefor; name or copyright, whether (if) all technologies, methods, formulations, data bases, trade secretssecre s, knowhowknow ow, inventions and other intellectual property used in the Business or under developmentdevelopment listed on Schedule 1.1.1(f); (jg) all rights or choices choses in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties warra ties relating to the Assets, exceptrelating except relating to Excluded Assets in 1.1.2; (kh) all records, manuals and other documents (collectivelyco lectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (si) all information, filesf les, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (tj) the maintenance and service contracts;contracts (“Maintenance Contracts”) set forth in Schedule 1.1.1(j), if any. (uk) all telephone numbers to its Business; (vl) all accounts receivable invoiced by Seller relating to other assets of the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014Seller, except those excluded under 1.1.2.

Included Assets. The Assets referred to Except as otherwise expressly set forth in Section 1.1(a)(ii) 1.3 hereof, the Assets shall include, include without limitation, limitation the following assets, properties and rights of Seller Sellers used directly or indirectly in the conduct of, or generated by by, or constitutingconstituting a part of, the Business, except as otherwise expressly set forth in this Agreement: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property; (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any cash or cash equivalents held by or on behalf of Seller; (d) all securities; (e) all office and other supplies; (f) all inventory; (g) all All rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization; (b) All machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and other tangible personal property; (c) All technologies, methods, formulations, databases, trade secrets, knowhow, inventions and other intellectual property and intangible personal property; (d) All computer software (including documentation and related object and source codes) developed or under development, to the extent that Sellers have the right to transfer such software to Purchaser; (e) All land, structures, improvements and fixtures, and all water lines, rights of way, uses, licenses, easements, hereditaments, tenements and appurtenances belonging or appertaining thereto; (f) All prepaid items, unbilled costs and fees, accounts, notes and other receivables; (g) All cash or cash equivalents in transit, in hand or in bank accounts relating to client, trust or pettx xxxh accounts maintained by Sellers in connection with the Business; (h) all All supplies and inventories and office and other supplies; (i) All rights under any patent, trademark, service xxxxmark, trade xxade name or copyright, whether registered or unregistered, and any applications therefore; (i) all technologies, methods, formulations, data bases, trade secrets, knowhow, inventions and other intellectual property used in the Business or under developmenttherefor; (j) all All rights or choices in action arising out of occurrences before or after the Closing, including without limitation limitation, all rights to recovery claims and all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (k) all records, manuals All assets and other documents properties reflected on the Final Closing Date Balance Sheet (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance programas hereinafter defined); provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests;and (l) all work in processExcept for the Retained Records (as hereinafter defined), meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all information, files, records, data, plans, and contracts and recorded knowledge, including customer client and supplier lists vendor lists, related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014foregoing.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except Except as otherwise expressly set forth in this AgreementSection 1.3 hereof, the Assets shall include without limitation the following assets, properties, and rights of Seller: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property; (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any cash or cash equivalents held by or on behalf of Seller; (d) all securities; (e) all office and other supplies; (f) all inventory; (g) all All rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, other permit, certification, authorization permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorizationauthorization except for such agreements that Seller has notified Purchaser of in writing that Seller cannot transfer to Purchaser due to Seller's inability to secure the consent to the assignment from the other party to the Agreement; (hb) all All machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and other tangible personal property, including, but not limited to, the Assets set forth on Schedule 1.2 annexed hereto; (c) All technologies, methods, formulations, databases, trade secrets, know-how, inventions, computer software (including documentation and related object codes) and other intellectual property; (d) All office supplies; (e) All rights under any patent, trademark, service xxxxmark, trade name tradename or copyrightcopyrightx, whether registered or unregistered, and any applications thereforetherefor (the "Marks"); (if) all technologies, methods, formulations, data bases, trade secrets, knowhow, inventions and other intellectual property used in the Business or under development; (j) all All rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (kg) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all All information, files, records, data, plans, and contracts and recorded knowledge, including customer client and supplier vendor lists related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requestsforegoing; (th) An irrevocable option for ten (10) years, which is hereby granted (i) to purchase all of the maintenance issued and service contractsoutstanding capital stock of NYIC for a purchase price of One Dollar ($1.00), provided that Seller shall first divest NYIC of all assets other than contracts for the distribution of ice cream and other food products, including but not limited to its distribution agreements with Haagen-Daz, Baskin-Robbins and Friendlixx Xxx Xxxxx, which shall be transferred to Purchaser as an asset of NYIC upon exercise of the option, or (ii) to have NYIC assign to Purchaser all rights under any or all ice cream or other product distribution agreements of NYIC with its suppliers, including but not limited to NYIC's distribution agreements with Haagen-Daz, Baskin-Robbins and Friendlies Xxx Xxxxx. Xxis option shall survive the Closing; (ui) All right, title, licenses and interest in and to all telephone numbers vehicles identified in Schedule 1.2 that are owned by American Classic Ice Cream Corp., a New York Corporation, which hereby agrees to its Business; (v) all accounts receivable invoiced by Seller relating transfer the same to the Business (w) The Independent Contractor Purchaser and shall execute this Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014for such purpose.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, include without limitation, limitation the following assets, properties and rights of Seller T-Com used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this AgreementSection 1.3 hereof: (a) all machinery, equipment, tools, vehicles, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinerygoods, vehicles, furnishings and equipment and those items of personal property and other tangible personal propertyproperty used in the Business; (b) all cash in all of T-Com's bank accounts, except for the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of SellerExcluded Account (as defined herein); (c) any cash or cash equivalents held by or on behalf of Sellerall receivables; (d) all securitiesprepaid items, unbilled costs and fees, and accounts, notes and other receivables; (e) all office supplies, raw materials, work-in-process, finished goods and other suppliesinventories; (f) all inventory; (g) to the extent permitted by applicable law, all rights under any written or oral contract, agreement, lease, plan, instrument, registration, license, certificate of occupancy, operating permit or other permit, certification, authorization permit or approval of any nature, or other document, commitment, arrangement, undertaking, practice or authorization; (g) all right, title and interest of T-Com in, to and under all purchase orders; (h) all rights under any patentwritten or oral distribution, dealer, sales agency or sales representative agreements; (i) all of T-Com's right, title and interest in and to the name "T-Com"; (j) all rights under any trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications thereforetherefor; (ik) all technologies, methods, formulations, data bases, trade secrets, knowhowknow-how, inventions and other intellectual property used in the Business or under development; (jl) all rights or choices in action arising out of occurrences occurences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (k) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller;and (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all information, files, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists lists, related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014foregoing.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, --------------- the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this AgreementSection 1.1.2 hereof: (a) all machineryappliances, kitchen equipment, office equipment and other equipment, tools, spare parts, vehicles, signage, decor items, furniture, furnishings, leasehold improvements, goods and any rights under lease to use such machinerydinnerware, vehiclesglassware, furnishings and equipment and those items of personal property flatware, linens and other tangible personal property; (b) the corporate seals, certificates of incorporation, minute books, stock books, tax returns, books of account and/or other records having to do with corporate organization of Sellerall prepaid expenses and similar items; (c) all food and beverages, including all wine and other liquor and whether opened or unopened, cigars, all other raw materials and ingredients, packing materials and all other inventories, including any cash or cash equivalents held by or on behalf of Seller; unused glassware, flatware, linens and similar items in boxes (dtogether, the "Inventory") all securities; (e) and all office and other supplies; (f) all inventory; (gd) all rights of Seller under any written or oral contract, agreement, planlease, including the Lease (as hereinafter defined), instrument, registrationlicense agreement or other agreement (the "Contracts") relating to the Business (all such Contracts, licenseincluding, certificate without limitation, the Material Contracts (as hereinafter defined), but excluding the Excluded Contracts (as hereinafter defined) and the matters listed on SCHEDULE 3.1.17, being the "Assigned Contracts"); (e) All transferable governmental licenses, registrations, certificates of occupancy, occupancy or other permit, certification, authorization permits or approval approvals of any nature, but not including any liquor license or other document, commitment, arrangement, undertaking, practice or authorizationtobacco permit ("Permits"); (hf) all rights under any patent, trademark, service xxxx, trade name dress, trade name, copyright or copyrightslogan, whether registered or unregistered, and any similar or equivalent rights to the foregoing anywhere in the world, and any applications thereforetherefor including, without limitation, those items set forth on SCHEDULE 3.1.18 hereto; (ig) all technologies, methods, formulations, data bases, trade secrets, knowhowknow-how, inventions manufacturing and other processes, inventions, formulae, recipes, process sheets and mixing instructions and other intellectual property used or usable in the Business or under development; (jh) all computer hardware, software (including documentation and related object and source codes), software licenses and peripherals; (i) all rights or choices choses in action arising out of occurrences before or after the ClosingClosing including, including without limitation all rights under express or implied warranties relating to the Assets; (j) all right, exceptrelating to Excluded Assets title and interest, if any, of Seller in 1.1.2artwork held on consignment at the Business; (k) all records, manuals and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(j); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all information, files, records, data, plans, and contracts plans and recorded knowledge, including customer customer, "VIP" and supplier lists lists, related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to all other books and copies records of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business; (l) all rights to any current or planned web site of Seller, including all information contained or to be contained therein, and all uniform resource locators (e-mail addresses) related thereto; (wm) The Independent Contractor Agreement executed between all sales, marketing, advertising and promotional materials and plans and all business plans relating to the Seller Business; (n) all telephone numbers and telephone listings of Seller; and (o) all goodwill of the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014Business.

Included Assets. The Assets referred to in Section 1.1(a)(ii) shall include, include without limitation, limitation the --------------- following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this AgreementSection 2(b) hereof: (ai) all machineryAll of the Seller's processing agreements, equipmentsales contracts, toolsaccounts and accounts receivable, vehiclesincluding, furniturewithout limitation, furnishings, leasehold improvements, goods and any rights under lease to use such machinery, vehicles, furnishings and equipment and those items of personal property and other tangible personal property;listed on Schedule 2(a); ------------- (bii) Customer lists; technical bulletins; product literature; regulatory records; quality control test methods; all records relating to products and customers since inception; all files relating to contact with customers; all records related to or used in connection with the corporate sealsoperation or ownership of the Assets by Seller including, certificates without limitation, copies of incorporationrecords and data maintained on Seller's computer system; all contract rights, minute booksother rights or choses in action related to the Assets and arising out of occurrences before or after the date hereof, stock books, tax returns, books of account and/or other records having to do with corporate organization of Seller (c) any cash or cash equivalents held by or on behalf of Seller; (d) all securities; (e) all office and other supplies; (f) all inventory; (g) including without limitation all rights under any written express or oral contractimplied warranties relating to the Assets; all other transferable rights of Seller in and to intangible assets used or held for use in the Business, agreementincluding goodwill and general intangibles; and all information, planfiles, instrumentrecords, registrationdata, licenseplans, certificate contracts and recorded knowledge related to the foregoing. (iii) All of occupancySeller's equipment and goods used in the Business, other permitincluding without limitation, certification, authorization or approval the equipment identified on Schedule 2(a) hereto ------------- (the "Equipment") and all rights under and proceeds of any nature, insurance policies with respect to the Equipment or any other document, commitment, arrangement, undertaking, practice or authorization;Assets; and (hiv) all All rights under any patent, trademark, service xxxx, trade name or copyright, whether registered or unregistered, and any applications therefore; (i) therefor; all technologies, methods, formulations, data bases, trade secrets, knowhowknow-how, inventions and other intellectual property used in the Business or under development; ; all computer software (j) all rights or choices in action arising out of occurrences before or after the Closing, including without limitation all rights under express or implied warranties relating to the Assets, exceptrelating to Excluded Assets in 1.1.2; (k) all records, manuals documentation and other documents (collectively, the “Records”) relating to or used in connection with the Seller’s quality assurance/quality control programs, if any, developed for the Business, records relating to personnel qualifications in connection with the quality assurance/quality control program related object and administration of any quality assurance program; provided, however, that after the Closing the Purchaser will promptly provide Seller with access to and copies of any original documents comprising the Records which Seller or the Shareholder requests; (l) all work in process, meaning all claims for services performed or goods sold prior to the Closing and billed by the Seller; (m) all notes receivable owing to the Seller; (n) all Maintenance Contracts, except those set forth on Schedule 1.1.1(jsource codes); (o) all the rights that accrue or will accrue to Seller under this Agreement; (p) all the rights to any of Seller’s claims for any federal, state, local, or foreign tax refunds; (q) the computer, computer lease and software and (r) the real property; (s) all information, files, records, data, plans, and contracts and recorded knowledge, including customer and supplier lists related to the foregoing that the Purchaser may request; provided, however, that after the Closing the Purchaser will promptly provide Seller and Shareholder with access to and copies of any original of the foregoing documents comprising the Records which Purchaser requests; (t) the maintenance and service contracts; (u) all telephone numbers to its Business; (v) all accounts receivable invoiced by Seller relating to the Business (w) The Independent Contractor Agreement executed between the Seller and the contractor Xxx. Xxxxxxx Xxxx dated 12/23/2014.