SALE AND ISSUANCE OF SHARES Subject to the terms and conditions of this Agreement, the Trustees agree to sell to the Purchaser, and the Purchaser agrees to purchase from the Trustees 8,028 common shares of beneficial interest, par value $0.001, representing undivided beneficial interests in the Trust (the "Shares") at a price per Share of $14.325 for an aggregate purchase price of $115,001.
Sale and Purchase of the Assets The Seller will sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Buyer or a Buyer Designated Affiliate, and the Buyer or a Buyer Designated Affiliate will purchase from the Seller free and clear of any Encumbrances, other than Permitted Encumbrances, all of the Seller's and the Asset Selling Subsidiaries' rights, title and interest in and to the following assets to the extent used by the Seller and the Asset Selling Subsidiaries in the conduct of the Business (the "Purchased Assets"): (i) all rights in respect of the Leased Real Property leased by the Asset Selling Subsidiaries and listed in Schedule 2.1(j)(i) (to the extent transferable); (ii) all furniture, fixtures, office and other equipment, and other items of tangible personal property, including spare parts, supplies, tools, machinery and vehicles, used by the Seller, the Asset Selling Subsidiaries or any other Affiliate of the Seller at the locations at which the Business is currently conducted, or otherwise owned or held by the Asset Selling Subsidiaries at the Closing and used exclusively in the Business or otherwise reflected on the balance sheet of the Business, including, in particular, if Nutrition Brazil has not been established and such assets are not transferred thereto prior to the Closing Date, the equipment and machinery used in the Business as currently conducted in the Federative Republic of Brazil (the "Tangible Personal Property"); (iii) the Inventory; (iv) the Receivables; (v) the books of account, general, financial and personnel records, invoices, shipping records, product files, product dossiers (including, but not limited to, health economics dossiers), supplier lists, customer lists and files, correspondence, proprietary information and records and other documents, records and files and any rights thereto, and Tax Returns (and supporting schedules, workpapers and related documents) relating exclusively to the Business; (vi) the goodwill of the Seller and the Asset Selling Subsidiaries related exclusively to the Business; (vii) all rights to the Intellectual Property owned, utilized or licensed by or to the Seller, the Asset Selling Subsidiaries or any other Affiliate of the Seller which is used exclusively in or otherwise exclusively related to the Business and the Know-How used primarily in or otherwise primarily related to the Business (the "Separate Intellectual Property"), including the Intellectual Property listed in Schedule 2.1(j)(vii); (viii) the sales and promotional literature, and other sales-related materials; (ix) the rights of the Seller and the Asset Selling Subsidiaries under the contracts, licenses, agreements and commitments of the Seller and the Asset Selling Subsidiaries exclusively related to the Business (to the extent such contracts are transferable); (x) the Governmental Permits, including the Product Registrations (to the extent transferable); (xi) the databases and software programs, source codes and manuals owned or used by, or licensed to, the Seller or the Asset Selling Subsidiaries and used exclusively in the Business (to the extent transferable); (xii) all express or implied warranties from suppliers to the Business to the extent that they relate exclusively to the Purchased Assets (to the extent transferable); (xiii) all prepaid expenses, and lease and utility and similar deposits of the Seller and any Asset Selling Subsidiary and any and all deposits, prepayments and other security held by the Seller and any Asset Selling Subsidiary, which in each case relate exclusively to the Business, together with all claims, causes of action, rights of recovery, rights of set-off and rights of recoupment related exclusively to the Business, other than any of the foregoing related to the Excluded Assets or the Excluded Liabilities; and (xiv) all other assets of the Seller and the Asset Selling Subsidiaries used exclusively in the Business, other than the Excluded Assets and the assets, properties and rights owned or held by the Seller or the Asset Selling Subsidiaries that are required to be retained by the Seller or the Asset Selling Subsidiaries for the purpose of providing Transitional Services to the Buyer and its Affiliates after the Closing Date pursuant to the Transitional Services Agreement. The Purchased Assets shall include all assets, properties and rights of the Seller and the Asset Selling Subsidiaries reflected on the September 2006 Statement of Net Assets. Purchased Assets shall not include assets sold, disposed of or depleted in the ordinary course of business or as required, permitted or contemplated by this Agreement.