Common use of Purchase and Sale of Acquired Assets Clause in Contracts

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such Seller’s right, title and interest in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (g) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of terms and subject to the Effective Dateconditions set forth in this Agreement, each at the Closing, Seller shall sell, transfer, deliverassign, convey and assign transfer to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire, assume and accept acquire from such Seller, upon the terms free and conditions stated hereinclear of Liens other than Permitted Liens, all of such Seller’s right, title and interest in and to the following:following properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Business (collectively, the “Acquired Assets”): (a) All hardwareThe real property, third-party software licensesImprovements thereon, documentationeasements, third-party trademark licenses, fixtures, furniture, equipment licenses and other assets of such Sellerrights in real property described in Schedule 2.1(a), in each case, which is necessary but subject to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto Permitted Liens (the “Transferred ResourcesReal Property”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All rightThe leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), title, and interest of such Seller in and but subject to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products Permitted Liens (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&Pthe “Leased Real Property”), and all of such Seller’s software leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, subroutinesfurniture, vehicles, Inventories and other components, whether completed tangible and intangible personal property owned by Seller and located at or under development, all prior or unreleased versions thereof, and all tangible embodiments in transit to the Facilities (and all copies, extracts, or analyses thereofif related primarily to any of the Acquired Assets) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933without limitation the items of personal property described on Schedule 2.1(c)), and any related or, in the case of intangible personal property (other than Intellectual Property Rights (as defined Property), otherwise used primarily in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development operation of any of the foregoingFacilities or the other Acquired Assets, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any Prepayments and all confidentiality and non-disclosure agreements in favor applicable warranties of a Seller and all agreements similar manufacturers or vendors to the foregoingextent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period, in each case in accordance with Section 5.5; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the fullest extent ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by such Seller to Purchaser Buyer by assignment or otherwise under applicable Law and that are identified as “Transferable Permits” on Schedule 3.5(b) or Schedule 3.11(a) (the “Transferable Permits”); (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or if not at lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that are material to the ownership or operation of the Acquired Assets and that are set forth in Schedule 2.1(e) (the “Material Contracts”) and (ii) all transferableother Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or otherwise in connection with the Business, a mutually acceptable arrangement shall copy of each Seller will provide to Buyer during the Interim Period and each of which will be structured as provided subject to Buyer’s agreement to assume in accordance with Section 8.45.6(a) (collectivelythe “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that subject to and to the extent it does not interfere with Buyer’s rights under any Assigned Contract, including Buyer’s right to exculpation and indemnification, Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, subject to the applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (ch) All rightSubject to Section 2.2(f), title, and interest (including the rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to use of the Business prior to names of the Closing Date (the “Contract Rights”)Facilities set forth in Schedule 1; (di) Cash Those Environmental Attributes set forth in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”Schedule 2.1(i), which amount represents prepaid but undelivered maintenance obligations under excluding such Environmental Attributes or portions thereof disposed of by Seller in the Assumed Contracts ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in the operation of the Facilities in the ordinary course of business during the Interim Period, in each case in accordance with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceSection 5.5; and (gj) All goodwill rights of Seller in and other intangible assets associated with the foregoing; in each case wherever locatedto any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but specifically excluding those assets described in Section 1.2any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom; provided however, if any such insurance proceeds relate to equipment or other tangible property to be transferred to Buyer and such equipment or tangible property is not repaired or otherwise restored to its condition as of the Effective Date on or prior to Closing, Seller will transfer such proceeds to Buyer at the Closing.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective DateThe Company hereby sells, each Seller shall sellconveys, transfertransfers, deliver, convey assigns and assign delivers to PurchaserBuyer, and Purchaser shall purchase, acquire, and accept Buyer hereby purchases from such Seller, upon the terms and conditions stated hereinCompany, all of such Sellerthe Company’s right, title and interest in and to all the following: (a) All hardwareCompany’s property and assets, third-party software licensesreal, documentationpersonal or mixed, third-party trademark licensestangible and intangible, fixturesof every kind and description, furniture, equipment wherever located and other assets whether or not any of such Sellerassets have any value for accounting purposes or are carried or reflected on or specifically referred to in either the Company’s books of account or financial statements, in each case, which is necessary to satisfy such Seller’s obligations under excluding only the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights Excluded Assets (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4below) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations free and clear of any and all Encumbrances other than Permitted Encumbrances. The Acquired Assets shall include all of the assets of the Company on the Balance Sheet (as defined in Section 3.6 hereof) and all assets acquired by the Company since the Balance Sheet Date (as defined in Section 3.6 hereof), except to the extent disposed of in the ordinary course of business since the Balance Sheet Date or except to the extent specifically identified herein as an Excluded Asset, including all of the following: (i) all of the Company’s rights under contracts, agreements and purchase and sale orders, including all of the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); Company’s rights under any of its customer contracts and Page One (in an amount equal to $43,081.52)any contract renewal rights; (eii) All receivables all of the Company’s rights under leases for real or personal property other than the Affiliate Leases; (iii) all of the Company’s vehicles, trailers, mowers, snow blowers, snow plows, spreaders, hand and power tools, parts and supplies, and all other items of machinery and equipment, wherever located, in each case with any transferable warranty and service rights to payment arising of the Company with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any such Acquired Assets; (fiv) Copies all of those the Company’s furniture, fixtures, office equipment and supplies, computer hardware and software, stored data, communication equipment, trade fixtures and leasehold improvements (subject to any applicable lease terms), wherever located, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets; (v) all of the Company’s inventory of raw materials, work in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on the Company’s books of account, in each case with any transferable warranty and records service rights of the Company with respect to such Seller directly related Acquired Assets; (vi) all of the Company’s trade and other notes and accounts receivable, advance payments, deposits, prepaid items and expenses, deferred charges, rights of offset and credits and claims for refund; (vii) all of the Company’s books, records, manuals, documents, books of account relating primarily to the operation of the Company or to the Acquired AssetsAssets or Assumed Liabilities, sales and credit reports, customer lists, literature, brochures, advertising or promotional material and the like; (viii) all of the Company’s claims, choses in action, causes of action and judgments relating to the Acquired Assets arising after the Closing Date; (ix) all of the Company’s goodwill and rights in and to the name “Groundmasters, Inc.,” “Groundmasters, LLC” and “Ground Masters” and in any other tradename, trademark, domain names, logo, design, slogan, tag line, fictitious name or service xxxx, or any variant of any of them, and any applications therefor or registrations thereof, and all any other forms of intellectual property or industrial property rights, including, any patents, copyrights, trade secrets or proprietary manufacturing processes, and any licenses, consents and other agreements relating thereto; (x) any governmental licenses, permits and approvals issued to the Company to the extent their transfer is permitted by applicable law; (xi) all insurance policies and benefits, including invoicesinsurance rights and proceeds, purchase orders, and vendor and customer correspondenceunder the Assumed Benefit Contracts relating to periods after the Closing; and (gxii) All goodwill and other intangible assets associated with all insurance proceeds or claims under insurance policies relating to property or equipment not repaired, replaced or restored by the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2Company prior to the Closing Date.

Purchase and Sale of Acquired Assets. On Upon the Closing Date but effective as terms and subject to the conditions of the Effective Datethis Agreement, each Seller shall sell, convey, transfer, deliver, convey and assign to PurchaserBuyer at the Closing, and Purchaser Buyer shall purchase, acquire, and accept from such Seller, upon Seller at the terms and conditions stated hereinClosing, all of such Seller’s right, title and interest in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to only the source codefollowing assets that Seller owns or uses in connection with the Business: (a) all Inventory of Spinal Products, object codewhether or not consigned, schematicsincluding the Finished Goods, design tools, and all associated documentation for all of such Seller’s past or present software products intermediate inventory (including inspected but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRMunpackaged silicon nitride spinal implants), and EBP&P)packaging material and all related instruments, components, kits, and caddies listed on Schedule 3.11; (b) the FDA 510(k) regulatory clearances and approvals for all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoingSpinal Products, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”related design history files listed on Schedule 1.1(b); (c) All right, title, and interest (including rights the right to payment for customer services which services were rendered on or following reference the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”)Master File; (d) Cash the domestic and foreign regulatory clearances, approvals, permits, licenses, registrations, orders, and other authorizations issued to, or required to be obtained or maintained by, Seller or any of its Affiliates by a Governmental Authority in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together connection with the Transferred Resourcesdevelopment, Intellectual Propertyproduction, sale, distribution, or marketing of the Spinal Products listed on Exhibit B, all pending applications therefor, and Contract Rightsall amendments, modifications, and renewals thereof (collectively, the “Acquired AssetsApprovals”), all of which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52are listed on Schedule 1.1(d); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired all Intellectual Property Assets; (f) Copies of those books all molds, designs, technical information, engineering data, and records of such Seller directly other information, proprietary or otherwise, relating to the Spinal Products and all production and process specifications, trade secrets, and know how related to the Acquired AssetsMetal-Based Products and PEEK Products; (g) the names “Amedica” and “US Spine,” all derivatives thereof, and all domain names, social media accounts and website addresses that incorporate either name including invoiceswxx.xxxxxxx.xxx; (h) the Contracts, open purchase and sales orders, and vendor Intellectual Property Agreements listed on Schedule 1.1(h) (the “Assigned Contracts”) and customer correspondenceall rights Seller has or may have thereunder; (i) all claims of Seller against third parties relating to the Acquired Assets or any Assumed Liability, whether cxxxxx or inchoate, known or unknown, contingent or non-contingent; (j) all Customer records, lists, and files relating to the Spinal Products for the three (3) years preceding the Closing Date; (k) all records, lists, files, and agreements for all vendors, manufacturers, and suppliers relating to the manufacture, sale, and distribution of Spinal Products for the three (3) years preceding the Closing Date; (l) electronic and, if available, hard copies of all catalogs, brochures, and other marketing and sales materials relating in whole or in part to the Spinal Products; and (gm) All goodwill originals, or when not available, copies of all books and other intangible records relating to the sale and distribution of Spinal Products; and (n) the Contracts with physicians related to the Business and the Spinal Products that are listed on Schedule 1.1(n), including the obligations thereunder to pay royalties to such physicians, to the extent such payment obligations arise after the Closing. The assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described listed in Section 1.21.1(a) through (o) are collectively, the “Acquired Assets.”

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of terms and subject to the Effective Dateconditions set forth in this Agreement, each at the Closing, Seller shall sell, transfer, deliverassign, convey and assign transfer to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire, assume and accept acquire from such Seller, upon the terms free and conditions stated hereinclear of Liens other than Permitted Liens, all of such Seller’s right, title and interest in and to (i) the following:ARCO Shares and (ii) all properties, rights and assets owned by Seller constituting, or used in and necessary for the operation of, the Facilities and the Business (collectively, the “Acquired Assets”): (a) All hardwareThe real property, third-party software licensesImprovements thereon, documentation, third-party trademark licenses, fixtures, furniture, equipment easements and other assets of such Sellerrights in real property described in Schedule 2.1(a), but subject to the exceptions and encumbrances set forth in each case, which is necessary the title policy commitments provided to satisfy such Seller’s obligations under the Assumed Contracts, as identified Buyer and described on Schedule 1.1 attached hereto 2.1(a) (the “Transferred ResourcesTitle Commitments”), ) and subject to the fullest extent transferable by such Seller to Purchaser Permitted Liens (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4the “Real Property”); (b) All rightThe leasehold interests and rights thereunder relating to real property with respect to which Seller is lessee set forth in Schedule 2.1(b), title, and interest of such Seller in and but subject to the source code, object code, schematics, design tools, exceptions and all associated documentation for all of such Seller’s past or present software products encumbrances set forth in the Title Commitments and subject to the Permitted Liens (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&Pthe “Leased Real Property”), and all of such Seller’s software leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, subroutinesfurniture, boats, vehicles, Inventories and other components, whether completed tangible and intangible personal property owned by Seller and located at or under development, all prior or unreleased versions thereof, and all tangible embodiments in transit to the Facilities (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and if related solely to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller Acquired Assets) (including without limitation those assignments contained in subcontractor agreementsthe items of personal property described on Schedule 2.1(c)), covenants to cooperate with such Seller’s obtaining protections or, in the case of intellectual propertyintangible personal property (other than Intellectual Property), otherwise used exclusively for the Facilities or the other provisions for ownership by such Seller of a work-for-hireAcquired Assets, including any Prepayments and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar applicable warranties against manufacturers or vendors to the foregoingextent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of by Seller in the ordinary course of business during the Interim Period and including such additional items as may be acquired by Seller for use in connection with the Acquired Assets in the ordinary course of business during the Interim Period; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the fullest extent ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by such Seller to Purchaser Buyer by assignment or otherwise under applicable Law including those that are identified as Transferable Permits on Schedule 3.5(b) or Schedule 3.11(a) (or if the “Transferable Permits”); provided that Seller shall, during the Interim Period, amend such Schedules to account for applicable changes arising during the Interim Period, to the extent such changes are not at all transferable, a mutually acceptable arrangement shall be structured as provided in violation of any applicable covenants in Section 8.45.5; (e) Excluding the Assigned Leases addressed in Section 2.1(b), but including personal property leases (whether Seller is lessor or lessee thereunder), real property leases with respect to which Seller is lessor thereunder and railroad crossing licenses and side-track agreements for the benefit of Seller, (i) those Contracts that relate to, and are material to, the ownership or operation of the Acquired Assets or the Business and that are set forth in Schedule 2.1(e) (collectivelythe “Material Contracts”) and (ii) all other Contracts that relate exclusively to the ownership or operation of the Acquired Assets or otherwise relate to the operation of the Business and in either case are not, individually, or in the aggregate, material to Business (the “Other Assigned Contracts” and, together with the Material Contracts, the “Assigned Contracts”); provided that Seller shall retain the rights and interests under any Assigned Contract to the extent such rights and interests provide for indemnity and exculpation rights for pre-Closing occurrences for which Seller remains liable under this Agreement; and provided further, that Seller shall, during the Interim Period, amend such Schedule to set forth any amendments to any Material Contract, or any additional Contracts entered into during the Interim Period that are material to the ownership or operation of the Acquired Assets, in each case that are not in violation of any applicable covenants in Section 5.5; (f) All Transferred Books and Records, subject to the right of Seller to retain copies for its use to the extent and subject to the conditions set forth herein; (g) All Intellectual Property that is owned by Seller and primarily used in connection with the operation of the Facilities set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); (ch) All rightSubject to Section 2.2(f), title, and interest (including the rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to use of the Business prior to names of the Closing Date (the “Contract Rights”)Facilities set forth in Schedule 1; (di) Cash Those Environmental Attributes set forth in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”Schedule 2.1(i), which amount represents prepaid but undelivered maintenance obligations under excluding such Environmental Attributes or portions thereof disposed of by Seller in the Assumed Contracts with Bresnan (ordinary course of business during the Interim Period and including such additional Environmental Attributes as may be acquired by Seller for use in an amount equal to $7,760); Xxxxxxxxxx (the operation of the Facilities in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following ordinary course of business during the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceInterim Period; and (gj) All goodwill rights of Seller in and other intangible assets associated with the foregoing; in each case wherever locatedto any claims, causes of action, rights of recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but specifically excluding those assets described in Section 1.2any such rights of Seller in, to or under any insurance policies of Seller or any insurance proceeds therefrom.

Purchase and Sale of Acquired Assets. On At the Closing Date but effective as of and on the Effective Dateterms and subject to the conditions set forth in this Agreement, each Seller shall the Company agrees to sell, transfer, deliverconvey, convey assign and assign deliver to PurchaserBuyer, and Purchaser shall purchaseBuyer agrees to buy from the Company, acquire, free and accept from such Seller, upon the terms and conditions stated hereinclear of all Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in, to and under the assets, properties, goodwill and other rights of every nature, kind and description, tangible and intangible, whether or not carried on the books of the Company or required to be reflected on a balance sheet prepared in and accordance with GAAP, located at or related to the Facility or related to or used in the Business (other than the Excluded Assets) or otherwise agreed to be conveyed herein (the “Acquired Assets”), including the following, in each case, located at or related to the Facility or related to or used in the Business: (a) All hardware(i) the Owned Real Property, third-party software licensesincluding all improvements and fixtures thereon, documentationall rights and easements appurtenant thereto; and (ii) all of the Company’s rights under all lease agreements, third-party trademark licenses, fixtures, furniture, equipment license agreements and any other assets of arrangements pursuant to which a person or entity other than the Company occupies or uses or enjoys rights to occupy or use any such Seller, Owned Real Property (such agreements and arrangements referred to in each case, which is necessary this Section 2.1(a)(ii) collectively are referred to satisfy such Seller’s obligations under the Assumed Contracts, herein as identified on Schedule 1.1 attached hereto (the “Transferred ResourcesAcquired Leases”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and the leasehold interest of such Seller in and the Real Property leased to the source codeCompany listed on Schedule 3.9, object code, schematics, design tools, including all improvements and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, fixtures thereon and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”)easements appurtenant thereto; (c) All right, title, all fixed assets and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Dateother tangible personal property, including that listed on Schedule 3.9(e), together with any successor agreements express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any other rights of the Company relating to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date these items (the “Contract RightsTangible Personal Property”); (d) Cash (i) all Seller Contracts set forth on Schedule 2.1(d)(i), (the Seller Contracts referred to in an amount, when all such payments made by Sellers Section 2.1(d)(i) collectively are aggregated, equal referred to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, herein as the “Acquired AssetsContracts”)) and (ii) all rights of Company in, which amount represents prepaid but undelivered maintenance obligations to, under or related to each of the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)Acquired Contracts; (e) All receivables the following written materials, data and rights to payment arising with respect to records (in whatever form or medium) (collectively, the “Records”): (i) customer services provided on or after the Effective Date or Software for periods on or following the Effective Date lists and records; (ii) equipment logs, (iii) service, warranty and claim records, (iv) maintenance records and other documents relating to the Real Property and the Tangible Personal Property, (v) safety data sheets, (vi) operating guides and manuals and (vii) those related to any of the Acquired AssetsAssets or Assumed Liabilities; (f) Copies the Intellectual Property and Intellectual Property Rights listed on Schedule 3.10 (collectively, the “Acquired Intellectual Property”) and all rights that the Company may have to institute or maintain any action to protect the same and recover damages for any infringement thereof; (g) all performance and other bonds, security and other deposits, advances, advance payments, prepaid credits and deferred charges, including those listed on Schedule 2.1(g); (h) all of those books and records of such Seller directly the Company’s claims related to the Acquired AssetsAssets or Assumed Liabilities, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; (i) all Governmental Authorizations (and pending applications therefor), to the extent transferable; (j) all emission reduction credits, permits and rights, including invoices, purchase orders, and vendor and customer correspondencethose listed on Schedule 2.1(j); (k) all assets listed on Schedule 2.1(k); and (gl) All goodwill all other assets, properties, rights and other intangible assets associated with claims related to the foregoing; operations or conduct of the Business or which arise in each case wherever located, but specifically excluding those assets described in Section 1.2or from the conduct thereof.

Purchase and Sale of Acquired Assets. On At the Closing Date but effective as of and on the Effective Dateterms and subject to the conditions set forth in this Agreement, each Seller shall sell, transfer, deliver, convey and assign agrees to Purchasersell to each Buyer, and Purchaser shall purchase, acquire, and accept each Buyer agree to buy from such Seller, upon the terms as set forth on Schedule 2.1, free and conditions stated hereinclear of all Encumbrances other than Permitted Encumbrances, all of such Seller’s right, title and interest in and related to the following:following assets (the “Acquired Assets”): (a) All hardwarethe Fee Property, third-party software licensesUnpatented Mining Claims and Water Rights listed in Schedule 2.1(a)(i), documentationand all improvements and fixtures thereon and all rights and easements appurtenant thereto, third-party trademark licensesincluding, without limitation, those improvements, fixtures, furniture, equipment rights and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified easements set forth on Schedule 1.1 attached hereto 2.1(a)(ii) (collectively, the “Transferred ResourcesReal Property”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, the machinery and interest of such Seller equipment listed in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRMSchedule 2.1(b), and EBP&P), and all items of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) personal property located at the Shootaring Canyon Mill except for those excluded items listed in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dressSchedule 2.2, and any applications therefor (including U.S. patent application number 12055933)express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all other rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments Sellers relating to such Seller, covenants to assign inventions to such Seller these items (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Tangible Personal Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following all inventories associated with the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective DateAcquired Assets, including all finished goods, work in process, raw materials, ingredients, spare parts, packaging and all other materials and supplies to be used, consumed, sold, resold or distributed by the Sellers, together with any successor agreements express or implied warranty by the manufacturers or sellers of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and the Sellers’ rights related to any of the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date foregoing (the “Contract RightsInventories”); (d) Cash all Material Contracts listed in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 Schedule 3.8 except those Material Contracts or portions of Material Contracts that Schedule 3.8 identifies as “Excluded Contracts” ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired AssetsContracts”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables subject to the procedures set forth in Article VII related to Required Consents, all Governmental Authorizations related to the Acquired Assets held by the Sellers, including the Governmental Authorizations listed on Schedule 3.11(b), and rights all pending applications for or renewals of Governmental Authorizations related to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly all Software; (g) all insurance benefits related to the Acquired AssetsAssets or the Assumed Liabilities, including invoicesrights and proceeds, purchase ordersarising from or relating to the Acquired Assets or the Assumed Liabilities with respect to events and occurrences prior to the Closing Date; (h) all of the Sellers’ claims against third parties related to the Acquired Assets or the Assumed Liabilities, and vendor and customer correspondenceknown or unknown, contingent or noncontingent; (i) all of the Sellers’ accounts receivable from UPC; (j) all Records; (k) all Data related to the Acquired Assets specified in Section 2.1(a) through Section 2.1(i); and (gl) All goodwill and other intangible assets associated with all Data related to the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2Non-Compete Zone.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as terms and subject to the conditions of this Agreement, at the Effective DateClosing, each Seller Sellers shall sell, transferconvey, deliver, convey transfer and assign to PurchaserBuyer, and Purchaser Buyer shall purchasepurchase from Sellers, acquire, free and accept clear from such Seller, upon the terms and conditions stated hereinall Encumbrances, all of such Seller’s Sellers’ right, title and interest in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”)in, to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for under all of such Seller’s past the business, properties, assets, goodwill and rights of Sellers of whatever kind or present software products (including but not limited to Connect CCBnature, Connect IXCreal or personal, Access IMtangible or intangible, Connect RTRowned, IPCleased or licensed to, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed used or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made otherwise held by Sellers are aggregatedin operating the Business, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars wherever located and 52/100 whether now existing or hereafter acquired other than the Excluded Assets ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations including the assets specified below (to the extent related to the Business) and any additional assets listed on Schedule 2.1 hereof: (a) (i) the ISO Agreements, (ii) the Residuals and all other payments related to the Sold Merchants regardless of source or ISO Agreement, (iii) the Sold Merchants and their servicing rights, (iv) copies of all Contracts, records and other documents in any form, whether hard copy, resident on computers, or otherwise, in the possession or under the Assumed Contracts control of Sellers relating to the ISO Agreements, the Residuals, and the Sold Merchants, (v) all the BINs and ICAs, if any, under Sellers’ control that are used in connection with Bresnan the Sold Merchants, (vi) all merchant risk reserves or other merchant collateral of any nature related to the Sold Merchants held under the ISO Agreements and ISO Reserves held as a part of the ISO Agreements, (vii) all Residual or payments of any description regardless of its source derived from the ISO Agreements and the Sold Merchants, including, but not limited to, payment gateway fees, PCI fees, check revenues, Discover revenue, American Express revenue, and debit sponsorship revenue and (viii) all future sales rep sales activity; (b) the payments related to the Acquired Assets referred to in clause Section 2.1(a) beginning with the payments made in the month of December 2015, based upon the Residuals earned by Sellers from processing that occurred on or after November 1, 2015; (c) all accounts or notes receivable held by Sellers from Third Parties, and any security, claim, remedy or other right related to any of the foregoing; (d) all bank accounts related to the Business, including those set forth on Schedule 2.1, which shall include cash in an amount equal to no less than $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52);130,000, as well as all restricted cash. (e) All receivables all of Sellers’ inventories, wherever located, including inventories of finished goods, products, supplies, packaging, and other inventories, including any such being held on consignment, bailment or other arrangement; (f) all personal property and interests therein, including all machinery and equipment, computer equipment and systems, software, hardware and other materials, used or held for use in the Business; (g) all Intellectual Property and Software owned by or licensed to a Seller for use in the Business as currently conducted, and the goodwill associated therewith; (h) all of Sellers’ credits, prepaid expenses, deferred charges, advanced payments, security deposits and prepaid items to the extent related to the Business; (i) all of Sellers’ claims, causes of action, defenses and rights to payment arising with respect to customer services provided on of offset or after the Effective Date or Software for periods on or following the Effective Date counterclaim against Third Parties relating to any Acquired Asset or any Assumed Liability; (j) all books and records of the Business, including all product designs and manufacturing drawings and all technical, sales and promotional literature; (k) all insurance benefits to the extent relating to claims arising out of events that occurred prior to Closing (if any) and associated with the Acquired Assets, including such rights and proceeds receivable or hereafter received under any insurance policy written prior to the Closing; (l) all goodwill of Sellers associated with the Business or the Acquired Assets; (fm) Copies customer contracts, databases, sales pipeline, proposals of those books the Business, and records of such Seller directly related to project files associated with the Acquired Assets; (n) all Licenses and Permits of the Business, to the extent transferable to Buyer; (o) all social media accounts used by a Seller in the conduct of the Business, including invoicesall user names and passwords associated with such social media accounts; (p) all Assumed Contracts, purchase ordersincluding but not limited to the accounts with any Third Party provider enabling the Business’ website and/or application, and vendor and customer correspondenceto the extent the Contracts associated with those accounts are assignable; and (gq) All goodwill all rights, IP Claims and causes of action against Third Parties resulting from or relating to the operation of the Business and the Acquired Assets prior to the Closing, including without limitation, any rights, claims and causes of actions arising under warranties from vendors and other intangible assets associated with Third Parties and the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2proceeds of insurance.

Purchase and Sale of Acquired Assets. On With the Closing Date but effective as exception of the Effective DateExcluded Assets, each Seller subject to the terms and conditions set forth in this Agreement, at Closing, Purchaser shall purchase from the City, and the City shall sell, transfer, deliver, convey assign and assign deliver to Purchaser, free and Purchaser shall purchase, acquire, and accept from such Seller, upon clear of all Liens except for the terms and conditions stated hereinPermitted Liens, all of such Seller’s the right, title and interest of the City in, to and under all of the assets, properties and rights of the City, to the extent such assets, properties and rights exist as of the Closing Date and are used, necessary or important in and the operation of the System (whether or not any such asset(s) have any value for accounting purposes or are carried or reflected on the books or financial statements of the Seller) (the assets to be conveyed collectively referred to as the "Acquired Assets"), including without limitation, the following: (a) All hardwareall real and personal property interests owned, third-party software licenseslicensed or leased by Seller and any real or personal property interests that are in the process of being acquired, documentationlicensed or leased by Seller or any of its Affiliates, third-party trademark licensesincluding without limitation, fixturesthe Real Property, furniture, equipment the Public Works Building Lease and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)Occupancy Agreements; (b) All rightexcept for those contracts, titlelicenses and leases listed on Schedule 2.01(b), all contracts, licenses and interest of such Seller in and leases related to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited System to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for which the acquisition or development of any of the foregoingCity is a party, including without limitation assignments to such Sellerleases for Equipment and Machinery, covenants to assign inventions to such Seller vehicles and other items of personal property (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”"Assigned Contracts"); (c) All rightall Supplies, title, and interest (including rights to payment for customer services which services were rendered on except Supplies consumed or following used by Seller between the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (in the “Contract Rights”)ordinary course of business and in accordance with the terms of this Agreement; (d) Cash in an amountall personal property, when all such payments made fixtures, equipment and fixed assets owned, licensed or leased by Sellers are aggregatedSeller, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars including, without limitation, Equipment and 52/100 ($97,374.52) (“Prepaid Customer Funds” andMachinery, together with the Transferred Resourcessystem pipes, Intellectual Property, auxiliary equipment and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)plant equipment; (e) All receivables all Intellectual Property; (f) Seller's other intangible assets, including, without limitation, the benefit of third- party representations, warranties, guarantees, performance bonds, maintenance bonds, correspondence and rights the computer software and programs (whether proprietary or not); (g) Seller's Files and Records; (h) all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating extent related to any Acquired Assets; (fi) Copies of those books subject to Section 2.06, all Licenses and records of such Seller directly related Permits, but only to the extent such Licenses and Permits may be transferred under Applicable Law (the "Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceAuthorizations"); (j) the assets listed on Schedule 2.01(j); and (gk) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2System as a going concern.

Purchase and Sale of Acquired Assets. On Upon the Closing Date but effective as terms and subject to the conditions of the Effective Datethis Agreement, each Seller shall agrees to sell, assign, transfer, deliver, convey and assign deliver to PurchaserPurchaser free and clear of all Encumbrances whatsoever (except Permitted Encumbrances), and Purchaser shall purchase, acquire, agrees to purchase and accept from such Seller, upon at the terms and conditions stated hereinClosing on the Closing Date, all of such Seller’s the right, title and interest of Seller, in, to and under the following assets of Seller insofar as they relate to or are used in and the Business, whether tangible or intangible (collectively, the "Acquired Assets"): (i) each contract or agreement of Seller with End-Users relating to the following: (aBusiness the form of which is set forth on Schedule 2.1(a)(i) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Selleror is otherwise, in each casethe reasonable discretion of the Purchaser, which is necessary essential to satisfy such the provision by Seller’s obligations under the Assumed Contracts's of paid web hosting services, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4"Contracts"); (bii) All rightthe Books and Records relating exclusively to the Business, titleincluding (A) all Existing End-User information (e.g., all customer lists, email addresses, addresses, phone numbers, credit card information, user ID's and passwords) as well as any database or other document or record containing Existing End-User information, and interest of such Seller in and (B) all marketing intelligence or strategies relating to the source code, object code, schematics, design tools, and all associated documentation for all of Business as well as any document or record containing such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar information to the foregoing, in each case extent that such marketing intelligence or strategies relating to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”)Business exist; (ciii) All rightall causes of action, titlelawsuits, judgments, deposits, refunds, rebates, choses in action, rights of recovery, rights of set-off, rights of recoupment, claims and interest (including rights demands of any nature available to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into being pursued by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amountor ownership, when all such payments made by Sellers are aggregateduse, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on function or after the Effective Date or Software for periods on or following the Effective Date relating to value of any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceAssets or Assumed Liabilities; and (giv) All all right, title and interest of Seller in and to the goodwill and other intangible assets associated with incident to the foregoing; Business, including the exclusive right of the Purchaser to hold itself out as carrying on the Business in each case wherever located, but specifically excluding those assets described in Section 1.2succession to the Seller.

Purchase and Sale of Acquired Assets. On (a) Subject to the Closing Date but effective as terms of the Effective Datethis Agreement, each Seller shall agrees to sell, assign, transfer, deliver, convey and assign deliver to PurchaserBuyer, and Purchaser shall purchase, acquire, Buyer agrees to purchase and accept acquire from such Seller, upon the terms free and conditions stated hereinclear of all Liens other than Permitted Liens, all of such Seller’s right, title and interest in and to the following: (a) All hardwaresubstantially all of Seller’s rights, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment properties and other assets of such Sellerevery kind, in each casenature, which is necessary to satisfy such Seller’s obligations under the Assumed Contractscharacter and description (whether real, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”)personal or mixed, to the fullest extent transferable by such Seller to Purchaser (whether tangible or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, titleintangible, and interest of such Seller in wherever located) and whether or not required to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of be reflected on a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) balance sheet (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under including the Assumed Contracts with Bresnan following: (i) all goodwill of the Business as a going concern; (ii) all contracts, agreements, leases, instruments or other understandings (whether written or oral) identified in an amount equal to $7,760Schedule 1.1(a)(ii); Xxxxxxxxxx , including amendments and supplements, modifications, and side letters thereto (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52collectively, the “Assigned Contracts”); (eiii) All receivables all data and databases used in the conduct of the Business or within the possession and control of Seller and relating to the Business; (iv) all accounts receivable, prepaid expenses, deposits and rights to payment arising with respect to customer services provided on refunds, rebates or after other discounts due from clients, suppliers or other third parties, under any of the Effective Date or Software for periods on or following the Effective Date relating to any Acquired AssetsAssets except as specified in Section 1.1(b)(ii); (fv) Copies all rights and interests in and to the bank accounts of those books and records of such Seller directly established after the Closing Date; (vi) all cash collected by Seller or Buyer after the Closing Date that is related to the Acquired Assets, including invoicesall revenues recorded by Buyer under the Assigned Contracts after the Closing Date, purchase orders, and vendor and customer correspondenceincluding such revenues collected by Seller; (vii) all assets set forth on Schedule 1.1(a)(viii); and (gviii) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2all Other Acquired Assets.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as terms and subject to the conditions of this Agreement, at the Effective DateClosing, each Seller shall sell, transfer, deliver, convey and assign sell (or cause to Purchaserbe sold) to Buyer, and Purchaser Buyer shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such Seller’s right, title and interest in of Seller or any Selling Subsidiary in, to and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoingfollowing assets, in each case to the fullest extent transferable by such Seller to Purchaser transferrable or assignable and as in existence as of the Closing (or if not at collectively, the “Acquired Assets”) free and clear of all transferableSecurity Interests (other than Permitted Security Interests): (i) the patents, a mutually acceptable arrangement shall be structured as provided in Section 8.4patent registrations and patent applications set forth on Schedule 1.1(a)(i) (collectively, the “Intellectual PropertyTransferred Patents”); (cii) All rightthe trademarks, titletrademark registrations, trademark applications, trade names and interest domain names set forth on Schedule 1.1(a)(ii) (together with the goodwill associated therewith) (collectively, the “Transferred Trademarks” and, collectively with the Transferred Patents, the “Transferred IP Registrations”)); (iii) all copyrights that are related exclusively to the Product; (iv) all Know-How that is related exclusively to the Product; (v) all agreements (including rights open purchase orders) related exclusively to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective DateProduct, including any successor the agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date set forth on Schedule 1.1(a)(v) (collectively, the “Contract RightsTransferred Contracts”); (dvi) Cash in an amountall Inventory; (vii) all books and records, when including all such payments made laboratory books, batch records and stability studies, that are prepared and maintained by Sellers or on behalf of Seller or any subsidiary of Seller and (A) constitute Regulatory Documentation or (B) are aggregated, equal otherwise related exclusively to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 the Product ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rightscollectively, the “Acquired AssetsTransferred Books and Records”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (eviii) All receivables sales or promotional literature or brochures, advertising materials, art work and rights display units, in each case that are related exclusively to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following Product (collectively, the Effective Date relating to any Acquired Assets“Transferred Promotional Materials”); (fix) Copies of those books and records of such Seller directly all medical or scientific literature, brochures or other materials used for educational or other non-promotional purposes, in each case that are related exclusively to the Acquired Product (collectively, the “Transferred Medical Materials”); (x) the Transferred Regulatory Approvals; (xi) all of the assets, properties, contracts, rights and interests primarily used in, primarily held for use in, or primarily relating to the operation of the Business (other than Excluded Assets, including invoices, purchase orders, and vendor and customer correspondence); (xii) all accounts receivable for purchases from Seller or any of its Affiliates of the Product; and (gxiii) All any goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2the foregoing clauses (i) through (xii).

Purchase and Sale of Acquired Assets. On At the Closing Date but effective (as hereinafter ------------------------------------- defined), on and subject to the terms and conditions of the Effective Datethis Agreement, each Seller shall sell, assign, transfer, deliverconvey, convey and assign deliver to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such the right, title, and interest of Seller in and to (i) the Business (other than the Excluded Assets (as hereinafter defined)), (ii) the name "C.R., Inc." and any other name or names under which Seller has conducted the Business and all goodwill associated therewith, and (iii) all of Seller’s 's right, title and interest in and to the following:following assets, properties, and rights of Seller, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature on Seller's interest in such assets, properties and rights, other than Permitted Encumbrances (as hereinafter defined), as the same shall exist at the Closing Date (as hereinafter defined): (a) All hardwareExcept as set forth in Section 1.3, thirdall of Seller's rights in, to, and under (i) Seller's office leases, together with all of Seller's right, title, and interest in and to the fixtures and improvements, including construction-party software licensesin-progress, documentationand appurtenances thereto, third-party trademark licenseslocated on the real property subject to such leases, fixtures, furniture, equipment and other assets any and all assignable warranties of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto third parties with respect thereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4"Office Leases"); (b) All rightradio paging systems (including network connections to affiliated systems), titlemachinery, equipment, tools, computers, terminals, computer equipment, office equipment, business machines, telephones and telephone systems, parts, accessories, and interest the like, wherever located, reflected on the books and records of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933even if carried at no value), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for assignable warranties of third parties with respect thereto (the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”"Equipment"); (c) All rightof the contracts, titleairtime purchase agreements, leases, warranties, commitments, agreements, arrangements and purchase and sales orders, whether oral or written, pursuant to which Seller enjoys any right or benefit in connection with the Business, whether or not reflected upon the books and records of the Seller, together with the right of Seller to receive income in respect of such contracts, leases, warranties, commitments, agreements, arrangements, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in purchase and under the Assumed Contracts (as hereinafter defined) sales orders on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date but excluding any agreements with the Xxx Xxxxxx Company or Xxxxxx Xxxx, the employment agreement with Xxxxx Xxxxxxx and the agreements listed and described on SCHEDULE 1.1(C) hereto and excluding any leases for automobiles in which the Seller is the named lessee (individually, a "Contract" and collectively, the “Contract Rights”"Contracts"); (d) Cash in an amountAll stock of pagers and spare or replacement parts therefore, when all such payments made by Sellers are aggregatedwherever located, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars reflected on the books and 52/100 records of Seller ($97,374.52the "Inventory") excluding the Obsolete Inventory (“Prepaid Customer Funds” andas hereinafter defined), together with all rights of Seller against suppliers of the Transferred ResourcesInventory including, Intellectual Propertywithout limitation, Seller's rights under express or implied warranties with respect to such Inventory and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts Inventory previously sold by Seller and Seller's rights to receive refunds or rebates in connection with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)its purchase of Inventory; (e) All receivables patents, designs, art work, designs-in progress, formulations, know-how, prototypes, inventions, trademarks, trade names, trade styles, service marks, and copyrights owned or held by Seller and related to the Business; all registrations thereof and applications therefor, both registered and unregistered, foreign and domestic; all trade secrets or processes owned by or belonging to Seller and related to the Business; all computer software (including documentation and related object and, if applicable, source codes) owned by or belonging to Seller and related to the Business; and all confidential or proprietary information that are either (i) owned by Seller and related to the Business, whether or not reflected on the books and records of Seller, or (ii) as to which Seller has rights to payment arising with respect to customer services provided on or after as licensee, constituting all of the Effective Date or Software for periods on or following intellectual property of Seller used exclusively in the Effective Date relating to any Acquired AssetsBusiness (the "Intellectual Property"); (f) Copies of those books All existing data, data bases, books, records, correspondence, business plans and projections, records of such sales, customer and vendor lists, files, and papers in the possession of Seller directly and related to the Business; including without limitation, all manuals and printed instructions of Seller relating to the Acquired Assets, including invoices, purchase orders, Assets (as hereinafter defined) and vendor to the operation of the Business (the "Books and customer correspondence; andRecords"); (g) All goodwill licenses, permits, certificates, and other intangible assets associated with governmental authorizations held by Seller and related to the foregoing; in each case Business (the "Permits"); (h) All furniture, fixtures, and leasehold improvements, wherever located, but specifically excluding those reflected on the books and records of the Seller (even if carried at no value), and any and all assignable warranties covering such furniture, fixtures, and leasehold improvements ("Furniture and Fixtures"); (i) All prepaid expenses (other than prepaid insurance premiums) of Seller reflected on the books and records of Seller; all claims, demands, and causes of action or recoveries from any third party arising from or out of any Acquired Asset being purchased hereunder, including without limitation, rights to returned or repossessed goods and rights as an unpaid vendor; and all other assets used in connection with the Business (other than Excluded Assets of Seller) wherever located, tangible or intangible, provided, however, that the Acquired Assets shall not include, and Purchaser shall not acquire, any right, title, or interest of Seller in or to the Excluded Assets of Seller (as defined in Section 1.2 hereof); (j) All accounts receivable, notes receivable and other monies due to Seller from NationsLink, Ltd. ("NationsLink") for sales and deliveries of goods, performance of services and other business transacted or for monies loaned (the "NationsLink Receivables"); (k) All of Seller's rights and benefits pursuant to that certain Regional Affiliate Agreement, dated August 20, 1990 between Seller and CUE Paging Corporation ("CUE") including all amendments and modifications thereto (the "CUE Regional Affiliate Agreement"); (l) All accounts receivable, notes and other receivables of Seller arising out of the sale and delivery of goods, performance of services and other business transacted where such sale, delivery or performance is to occur on or after the Closing Date (the "Future Services Receivables"); (m) All cash and cash equivalents, whether received before, on, or after the Closing Date, in payment of the NationsLink Receivables or the Future Services Receivables. All of the items described in this Section 1.21.1 to be purchased by Purchaser and which are not Excluded Assets as defined in Section 1.2 are hereinafter collectively referred to as the "Acquired Assets."

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey and assign Subject to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated hereinof this Agreement, the Sellers agree to sell, assign, convey and transfer to Buyer, and Buyer agrees to purchase from the Sellers, at the Closing, all of such Seller’s right, title and interest in and to the followingassets listed below (collectively, the "Acquired Assets") free and clear of any Indebtedness, Liens and obligations other than the Assumed Liabilities, all as contemplated by Section 363 of the Bankruptcy Code, including, without limitation: (a) All hardwareall inventory of the Business, third-party software licenseswherever located, documentationincluding samples, third-party trademark licensesfinished goods, fixturesprepaid inventory and any finished goods in transit as of the Closing Date, furniture, equipment and other assets of such Seller, in each case, including any inventory owned by Xxxxxx related to the Business which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified listed on Schedule 1.1 attached hereto 1.5 (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4"Inventory"); (b) All rightall of the Sellers' rights, titletitle and interest, and interest of such Seller if any, in and to the source codetrademarks RoseOx(R), object code, schematics, design tools, Rossential(TM) and Rossential Plus(TM) and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCBtrade names, Connect IXCcorporate names, Access IMlogos, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, URLs and other components, whether completed or under development, all prior or unreleased versions thereof, network and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marksemail identifiers, trade dress, trademarks and any applications therefor (including U.S. patent application number 12055933)service marks, and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, brand names and all rights under any registrations and applications therefore associated with the names "BI Nutraceuticals," "Botanicals International," and "Botanicals International Extracts," together with all contracts for goodwill symbolized thereby (the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such "Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”"); (c) All rightall billed and unbilled accounts receivable, titlenotes receivable and other rights to payment, except insurance proceeds, in connection with the Business existing as of the Closing, including, without limitation, any payments received with respect thereto after the Closing Date, unpaid interest accrued on any such accounts receivable and any security or collateral relating thereto, and interest (including rights any unbilled receivable for work in progress, except any and all accounts receivable, intercompany debt or other liabilities owed to payment for customer services which services were rendered on BIE by Xxxxxx or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) any of such Seller in Xxxxxx'x Subsidiaries, and under the Assumed Contracts (as hereinafter defined) on any billed and after the Effective Date, including any successor agreements unbilled accounts receivable related to the Assumed Contracts which are entered into sale of xxxxxxxx product by such Seller with respect to the Business prior to the Closing Date Xxxxxx (the “Contract Rights”"Accounts Receivable"); (d) Cash in an amount, when all such payments made by rights of the Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal Assigned Purchase Orders listed on Schedule 2.5(a) to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)this Agreement; (e) All receivables all lists (including, without limitation, customer and rights supplier lists), files, documents, books and records, manuals, cost and pricing information, and plans and specifications related to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired AssetsBusiness; (f) Copies all catalogues, brochures, sales literature, promotional material and other selling material relating to the Business; (g) all of those books the Sellers' rights, claims, defenses, or causes of action against third parties in respect of the Acquired Assets (including, without limitation, the Inventory, Accounts Receivable and records the Seller Intellectual Property) arising out of such Seller directly transactions prior to the Closing, except all claims and causes of action of the Sellers against third parties under sections 544 through 550 of the Bankruptcy Code, inclusive, and against the account debtor parties to any Returned Accounts Receivable related to collecting such Returned Accounts Receivable; (h) to the extent transferable, all Licenses and Permits relating to the conduct of the Business; (i) all goodwill (including, without limitation, all goodwill associated with the Assigned Purchase Orders) and going concern value of the Business; (j) to the extent transferable, all guarantees, warranties, indemnities and similar rights from third parties in favor of any Seller with respect to any Acquired Assets, including invoices, purchase orders, Asset and vendor all letters of credit and customer correspondenceperformance bonds issued to the extent the Business is a beneficiary; and (gk) All goodwill and all other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2.set forth on Schedule 1.1

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each The Seller shall sell, transfer, deliver, convey cause the sale and assign transfer to Purchaserthe Buyer, and Purchaser the Buyer shall purchase, acquireat the Closing, subject to and accept from such Seller, upon the terms and conditions stated contained herein, free and clear of any Liens (except Permitted Encumbrances), all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”): (a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business, including, but not limited to, those fixed assets reflected on Schedule 2.1(a); (b) all notes and accounts receivable (billed and unbilled, all net of allowances for bad debts) of the Seller relating to the Business or arising from the Seller’s operations; (c) all inventory, including all materials and supplies, of the Seller relating to the Business or resulting from the operation of the Business; (d) the prepaid expenses of the Seller; (e) all of the Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of the Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of the Seller; (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and Tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property of the Seller relating to the Business, including, without limitation, all proprietary and/or branded products of the Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of the Seller’s right, title and interest in and to the following:names “Zero2Ten” and “Adopt2Win,” or any other names which are derivative thereof or similar thereto, and all trade names or trade expressions utilized by the Seller in the course of the operation of the Business; (ai) All all of the Seller’s right, title and interest in and to the website xxx.xxxx0xxx.xxx, including any and all computer hardware, third-party computer software licenses(including source code, object code and documentation) and all other equipment, third-party trademark licenses, fixtures, furniture, equipment and other assets or property of such Seller, the Seller relating thereto or used in each case, which is necessary to satisfy such connection with the Business; (j) all of the Seller’s obligations under right, title and interest in and to all telephone numbers used by the Assumed ContractsSeller in the course of the Business and any and all right, title and interest of the Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by the Seller in the course of the Business, all as identified on set out in Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.42.1(j); (bk) All all of the Seller’s rights under the Contracts to which the Seller is a party and which are in effect on the Closing Date, including, but not limited to, all Contracts entered into by the Seller during the Interim Period (if any), unless the Buyer has notified the Seller that it elects not to acquire or assume any Contracts and such Contracts are listed on Schedule 2.2(e) (in which event such Contracts which the Buyer has elected to exclude shall not be transferred to the Buyer and shall be retained by the Seller), in each instance provided that any consent required in connection with the transfer of each such Contract to the Buyer is obtained prior to the Closing Date; (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to the Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title, title and interest in the Permits relating to the operation of such the Business, to the extent transferable; (n) all of the Seller’s catalogs, manuals, marketing materials and advertisements and promotional materials; (o) all other properties and assets of the Seller of every nature, kind and description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Business, as the same may exist on the Closing Date except only for the Excluded Assets; (p) all of the Seller’s right, title and interest in and to the source code, object code, schematics, design tools, equity securities of the Subsidiary and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCBminute books, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), organizational documents and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any share records of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceSubsidiary; and (gq) All all goodwill of the Seller relating to the Acquired Assets and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2Business.

Purchase and Sale of Acquired Assets. On (a) Upon the terms and subject to the conditions of this Agreement, on the Closing Date but effective (as of the Effective Datehereinafter defined), each Seller Purchaser shall purchase from Sellers, and Sellers shall irrevocably sell, convey, transfer, deliver, convey assign and assign deliver to Purchaser, free and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated hereinclear of all Encumbrances (other than Permitted Encumbrances), all of such Seller’s Sellers’ right, title and interest in and to the following: (a) All hardwarefollowing assets, third-party software licensesproperties and rights, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoingwherever situated, in each case to the fullest extent transferable by such Seller existing as of the Closing Date and relating solely to Purchaser the PCS Business (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4except to the extent constituting an Excluded Asset) (collectivelythe “Acquired Assets”): (i) The tangible personal property of the PCS Business including without limitation that property set forth on Schedule 1.1(a)(i) (the “Equipment”); (ii) The inventory related to the PCS Business (excluding finished goods inventory of products that are the subject of the Transition Buyback Agreement), including that set forth on Schedule 1.1(a)(ii) (the “Inventory”); (iii) The technical information, patents, trademarks and other intellectual property set forth on Schedule 1.1(a)(iii) (the “Intellectual Property”)) and all goodwill associated therewith; (civ) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements The contracts related to the Assumed Contracts which are entered into by such Seller with respect to the PCS Business prior to the Closing Date set forth on Schedule 1.1(a)(iv) (the “Contract RightsContracts”); (dv) Cash To the extent transferable, all Permits used in an amount, when all such payments made by Sellers are aggregated, equal the PCS Business and related solely to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 Acquired Assets or Assumed Liabilities ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired AssetsPermits”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (gvi) All goodwill customer lists, part number lists, design drawings, design specifications, product engineering designs and engineering documents, business and financial records, files, books and records relating solely to the PCS Business, to the extent related to Acquired Assets or Assumed Liabilities (“Books and Records”). (b) Sellers may retain copies of any Contracts, documents or records which are required to be retained pursuant to any legal requirement or are subject to the attorney-client privilege, for financial reporting purposes, for tax purposes, for legal defense or prosecution purposes or otherwise. Any such documents shall be subject to the confidentiality provisions of Section 12.4 of the Master Purchase Agreement. (c) To the extent that any of the Acquired Assets are not assignable without the consent, waiver or approval of another Person, this Agreement shall not constitute an assignment or an attempted assignment thereof if such assignment or attempted assignment would constitute a breach thereof. Sellers shall use reasonable efforts to obtain such consents as contemplated by Section 5.1 of the Master Purchase Agreement. If any such consent is not obtained prior to the Closing Date, Sellers shall cooperate with Purchaser in any reasonable arrangement designed to provide for Purchaser the benefits intended to be assigned to Purchaser under the relevant Contract, including enforcement at the cost of and for the account of Purchaser of any and all rights of Sellers against the other intangible party thereto arising out of the breach or cancellation thereof by such other party or otherwise; provided that Purchaser shall undertake to pay or satisfy the corresponding liabilities for the enjoyment of such benefit to the extent that Purchaser would have been responsible therefor hereunder if such consent, waiver or approval had been obtained. Except as set forth in the immediately preceding sentence, Sellers and Purchaser shall share the costs and expenses equally in making such arrangements and taking such actions. (d) Notwithstanding anything to the contrary herein, Sellers shall not contribute, convey, assign, or transfer to Purchaser, and Purchaser shall not acquire or have any rights to acquire, any assets associated with of Sellers (the foregoing; in each case wherever located, but “Excluded Assets”) other than those specifically excluding those assets described referred to in Section 1.21.1.(a) and those set forth on the Schedules identified in Section 1.1(a).

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each The Seller shall sell, transfer, deliver, convey cause the sale and assign transfer to Purchaserthe Buyer, and Purchaser the Buyer shall purchase, acquireat the Closing, subject to and accept from such Seller, upon the terms and conditions stated contained herein, free and clear of any Liens (except Permitted Encumbrances), all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”): (a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business, including, but not limited to, those fixed assets reflected on Schedule 2.1(a); (b) all notes and accounts receivable (billed and unbilled, all net of allowances for bad debts) of the Seller relating to the Business or arising from the Seller’s operations; (c) all inventory, including all materials and supplies, of the Seller relating to the Business or resulting from the operation of the Business; (d) the Prepaid Expenses; (e) all of the Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of the Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of the Seller; (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and Tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property, including, without limitation, all proprietary and/or branded products of the Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of the Seller’s right, title and interest in and to the following:name “Branchbird,” or any other names which are derivative thereof or similar thereto, and all trade names or trade expressions utilized by the Seller in the course of the operation of the Business; (ai) All all of the Seller’s right, title and interest in and to the website xxx.xxxxxxxxxx.xxx, including any and all computer hardware, third-party computer software licenses(including source code, object code and documentation) and all other equipment, third-party trademark licenses, fixtures, furniture, equipment and other assets or property of such Seller, the Seller relating thereto or used in each case, which is necessary to satisfy such connection with the Business; (j) all of the Seller’s obligations under right, title and interest in and to all telephone numbers used by the Assumed ContractsSeller in the course of the Business and any and all right, title and interest of the Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by the Seller in the course of the Business, all as identified on set out in Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.42.1(j); (bk) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such the Seller’s past or present software products (including rights under the Contracts that are in effect on the Closing Date, including, but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under developmentto, all prior Contracts entered into by the Seller during the Interim Period, unless the Buyer shall notify the Seller that it elects not to acquire or unreleased versions thereof, and all tangible embodiments assume any Contracts (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of which event such Seller in and Contracts which the Buyer has elected to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar exclude shall not be transferred to the foregoingBuyer and shall be retained by the Seller), in each case instance provided that any consent required in connection with the transfer of each such Contract to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business Buyer is obtained prior to the Closing Date (the “Contract Rights”)Date; (dl) Cash in an amountall exclusive distribution rights, when marketing rights and similar rights held by or granted to the Seller and any and all Contracts evidencing such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)rights or relating thereto; (em) All receivables all right, title and rights to payment arising with respect to customer services provided on or after interest in the Effective Date or Software for periods on or following the Effective Date Permits relating to any Acquired Assetsthe operation of the Business, to the extent transferable; (fn) Copies all of those books the Seller’s catalogs, manuals, marketing materials and records advertisements and promotional materials; (o) all other properties and assets of such the Seller directly of every nature, kind and description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Acquired Business, as the same may exist on the Closing Date except only for the Excluded Assets, including invoices, purchase orders, and vendor and customer correspondence; and (gp) All all goodwill of the Seller relating to the Acquired Assets and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2Business.

Purchase and Sale of Acquired Assets. On Subject to the Closing Date but effective as of the Effective Dateterms and conditions set forth in this Agreement, each at Closing, Buyer shall purchase from Seller and Seller shall sell, transfer, deliverassign and deliver to Buyer, convey free and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated hereinclear of all Liens except for Permitted Liens, all of such Seller’s right, title and interest in and to all assets, facilities, business, goodwill, properties and rights of Seller of every kind and description, whether tangible or intangible, real, personal or mixed, wherever situated, in each case used in, held for use in, or acquired or developed for use in, the followingSystem, or otherwise related to, or arising out of the operation or conduct of the System (whether or not any such assets have any value for accounting purposes or are carried or reflected on the books or financial records of Seller), but in all cases other than the Excluded Assets (the foregoing collectively referred to as the “Acquired Assets”), including: (a) All hardwareall real property and appurtenant interests, third-party software licensesEasements, documentationproperty rights and privileges owned, third-party trademark licensesheld, fixtureslicensed or leased by Seller and used in the operation of the System, furnitureincluding the Real Property, equipment leases, licenses and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), arrangements by or between Seller and third Persons with respect to the fullest extent transferable by such Seller to Purchaser (Real Property or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)other Acquired Assets and fixtures; (b) All rightall sanitary sewer related treatment, titlecollection, mains (including laterals from main to curb-line and interest edge of such Seller in road or edge of easement, where collection facilities are located within private property) interceptors, metering locations and to the source codemeters as well as conveyance facilities, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCBto: (i) Seller’s sewer treatment plant, Connect IXCincluding cogeneration facilities, Access IMlocated at 0000 Xxxxx Xxxxxx xx Xxxx, Connect RTRXX; and (ii) Seller’s pumping stations, IPCmanholes, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM)pipelines, and EBP&P), billing and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and collections related assets necessary to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for run the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”)System; (c) All rightall contracts, titlelicenses, agreements, orders and interest (including rights leases identified on Schedule 4.15 as contracts to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date be assigned (the “Contract RightsAssigned Contracts”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)Supplies; (e) All receivables all personal property and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assetsfixed assets, including all Equipment and Machinery, auxiliary equipment and plant equipment; (f) Copies all prepaid expenses and security deposits; (g) all Files and Records; (h) all Authorizations and Permits of those books and records of such or held by Seller directly related (to the Acquired Assetsextent transferrable to Buyer under applicable Law), including invoiceslisted or described on Schedule 4.14 hereto; (i) any accounts receivable to the extent attributable to services or products to be sold, purchase orders, delivered or provided from and vendor and customer correspondenceafter the Closing; and (gj) All all goodwill and other intangible assets associated with of the foregoing; in each case wherever locatedSystem. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, but specifically excluding those assets described in Section 1.2(A) THE ACQUIRED ASSETS SHALL BE SOLD, TRANSFERRED, ASSIGNED AND DELIVERED TO BUYER “AS IS”, “WHERE IS”, AND “WITH ALL FAULTS”, AND (B) SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER, INCLUDING ANY REPRESENTATION AS TO THE PHYSICAL CONDITION OR VALUE OF ANY OF THE ACQUIRED ASSETS OR THE SYSTEM, OR THE FUTURE PROFITABILITY OR FUTURE EARNINGS PERFORMANCE OF THE ACQUIRED ASSETS OR THE SYSTEM OR ANY FUTURE RATEMAKING THAT MAY BE ALLOWED BY THE PAPUC FOR ANY OF THE ACQUIRED ASSETS. ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY EXCLUDED.

Purchase and Sale of Acquired Assets. On (a) Subject to and upon the terms of this Agreement, at the Closing Date but effective (as of the Effective Datedefined herein), each Seller shall agrees to sell, assign, transfer, deliver, convey and assign deliver to PurchaserBuyer, and Purchaser shall purchase, acquire, Buyer agrees to purchase and accept acquire from such Seller, upon the terms free and conditions stated hereinclear of all Liens other than Permitted Liens, all of such Seller’s right, title and interest in and to the following: (a) All hardwaresubstantially all of Seller’s rights, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment properties and other assets of such Sellerevery kind, in each casenature, which is necessary to satisfy such Seller’s obligations under the Assumed Contractscharacter and description (whether real, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”)personal or mixed, to the fullest extent transferable by such Seller to Purchaser (whether tangible or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, titleintangible, and interest of such Seller in wherever located) and whether or not required to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of be reflected on a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) balance sheet (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under including the Assumed Contracts with Bresnan following: (i) all goodwill of the Business as a going concern; (ii) all contracts, agreements, leases, instruments or other understandings (whether written or oral) identified in an amount equal to $7,760Schedule 1.1(a)(ii); Xxxxxxxxxx , including amendments and supplements, modifications, and side letters thereto (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52collectively, the “Acquired Contracts”); (eiii) All receivables all data and databases used in the conduct of the Business or within the possession and control of Seller and relating to the Business; (iv) all accounts receivable, prepaid expenses, deposits and rights to payment arising with respect to customer services provided on refunds, rebates or after other discounts due from clients, suppliers or other third parties, under any of the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets, except as specified in Section 1.1(a)(iv); (fv) Copies all cash collected by Seller, any Seller Principal, or any of those books and records of such Seller directly their Affiliates or by Buyer after the Closing Date that is related to the Acquired Assets, including invoicesall revenues recorded by Buyer under the Acquired Contracts after the Closing Date, purchase ordersincluding such revenues collected by Seller, and vendor and customer correspondenceany Seller Principal, or any of their Affiliates; (vi) all assets set forth on Schedule 1.1(a)(vi); (vii) all Seller Owned IP; and (gviii) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2all Other Acquired Assets.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each The Seller shall sell, transfer, deliver, convey cause the sale and assign transfer to Purchaserthe Buyer, and Purchaser the Buyer shall purchase, acquireat the Closing, subject to and accept from such Seller, upon the terms and conditions stated contained herein, free and clear of any Liens (except Permitted Encumbrances), all of the right, title and interest that the Seller possesses, in and to the following assets (collectively, the “Acquired Assets”): (a) all fixed assets, including vehicles, machinery, equipment and furniture and other personal property owned or used by the Seller in the operation of the Business, including, but not limited to, those fixed assets reflected on Schedule 2.1(a) (the “Fixed Assets Schedule”); (b) all Accounts Receivable; (c) all inventory, including all materials and supplies, of the Seller relating to the Business or resulting from the operation of the Business; (d) all Prepaid Expenses; (e) all of the Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of the Seller, in existence as of the Closing Date; (f) the sole and exclusive right, title and interest in and to any and all customer and vendor lists of the Seller; (g) all business files and records of the Seller relating to the Acquired Assets and/or the Business, including, without limitation, all sales order files, systems order files, purchase order files, customer lists and records and copies of all legal, accounting and Tax records relating to the Acquired Assets and/or the Business; (h) all Intellectual Property, including, without limitation, all proprietary and/or branded products of the Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of the Seller’s right, title and interest in and to the following:name “M2 Dynamics,” or any other names which are derivative thereof or similar thereto, and all trade names or trade expressions utilized by the Seller in the course of the operation of the Business; (ai) All all of the Seller’s right, title and interest in and to the website xxx.x0-xxxxxxxx.xxx, including any and all computer hardware, third-party computer software licenses(including source code, object code and documentation) and all other equipment, third-party trademark licenses, fixtures, furniture, equipment and other assets or property of such Seller, the Seller relating thereto or used in each case, which is necessary to satisfy such connection with the Business; (j) all of the Seller’s right, title and interest in and to all telephone numbers used by the Seller in the course of the Business and any and all right, title and interest of the Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by the Seller in the course of the Business, all as set out in Schedule 2.1(j) (the “Telephone, Domain Name & Email Schedule”); provided, however, that, subject to the obligations of the Stockholders set forth in Section 5.5(d) below, the foregoing will not include the personal telephone numbers, such as mobile and home telephone numbers, and personal email addresses, such as Yahoo! or Google Gmail email addresses, of the employees or Stockholders of the Company; (k) subject to the provisions of Section 2.10, all of the Seller’s rights under the Assumed ContractsContracts that are in effect on the Closing Date, as except for any Contract identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.42.2(k); (bl) All rightall exclusive distribution rights, title, marketing rights and interest of such Seller in and similar rights held by or granted to the source code, object code, schematics, design tools, Seller and any and all associated documentation for all of Contracts evidencing such Seller’s past rights or present software products relating thereto; (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereofm) in any medium whatsoever, and all right, title, title and interest of such Seller in and the Permits relating to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any operation of the foregoingBusiness, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (cn) All rightall of the Seller’s catalogs, titlemanuals, marketing materials and interest advertisements and promotional materials; (including rights o) all other properties and assets of the Seller of every nature, kind and description, tangible or intangible, whether accrued, contingent or otherwise, related to payment or used or held for customer services which services were rendered use in connection with the Business, as the same may exist on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (except only for the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Excluded Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (gp) All all goodwill of the Seller relating to the Acquired Assets and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2Business.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey Subject to and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated hereinset forth in this Agreement, on the Closing Date the Seller Parties agree to sell, transfer, convey, assign and deliver to the Buyer Subsidiary, free and clear of all Liens, other than Permitted Liens, and the Buyer Subsidiary hereby agrees to purchase and accept from the Seller Parties, the LLC Interests and all of such the Seller’s 's right, title and interest in and to all the assets, properties, rights and interests, of every kind and nature, whether real or personal, tangible or intangible, and wherever located and by whomever possessed, owned by the Seller as of the Closing, including without limiting the generality of the foregoing, the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment all cash and other assets cash equivalents and all accounts and notes receivable (whether current or noncurrent) as of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)Closing Date; (b) All rightall prepayments, titleprepaid expenses, and interest of such Seller in and to the source codedeferred charges, object codeadvance payments, schematicsutility, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, security and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (security deposits as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”)Closing Date; (c) All rightall raw materials, titleworks-in-process, inventory and other materials of the Seller wherever located (and, to the extent applicable, all inventory in transit or on order and not yet delivered), and interest (including all rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior processing and completion of any works-in-process of the Seller, including the right to collect and receive charges for services performed by the Closing Date (the “Contract Rights”)Seller with respect thereto; (d) Cash in an amountall supplies, when all such payments made by Sellers are aggregatedproperty, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” andplant, together with the Transferred Resourcesequipment, Intellectual Propertyfurniture, fixtures, machinery, fittings, automobiles, trucks, and Contract Rightsother motor vehicles, the “Acquired Assets”)tools, spare parts, leasehold improvements and other tangible property, whether owned or leased (including, without limitation, items which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52have been fully depreciated or expensed); (e) All receivables and rights to payment arising with respect to customer services provided on or after all other current assets of the Effective Date or Software for periods on or following the Effective Date relating to any Acquired AssetsSeller; (f) Copies all of those the Seller's right, title and interest in and to its contracts, leases, licenses, agreements, permits, supply and distribution arrangements, endorsement agreements, agreements with media, sales and purchase agreements and orders, consignment arrangements, warranties, consents, orders, registrations, privileges, franchises, memberships, certificates, approvals or other similar rights, and all other agreements, arrangements and understandings, whether or not documented in writing, including, without limitation, all rights under each of the Contracts listed or required to be listed on Schedule 4.10(a); (g) the right to receive all mail and other communications addressed to the Seller (including, without limitation, mail and communications from customers, suppliers and agents); (h) all intangible assets and Intellectual Property of the Seller, and all continuations, renewals and extensions, and all income and royalties for any of the Intellectual Property, and all damages, payments and rights to sue for or relating to past, present or future infringements thereof, xxx all other general intangibles; (i) all lists and records pertaining to the Seller's customers, suppliers, distributors, media buyers, inventors, endorsers, vendors and related databases; (j) the Business (but no part of the business of the Parent or LBISAT) as a going concern and all goodwill with respect thereto and the Seller's Permits and other authorizations of governmental authorities (to the extent such Permits and other authorizations of governmental authorities are transferable) and third parties, world wide web addresses, URLs, email addresses, domain names, websites, licenses, telephone numbers, property addresses, listings pertaining to the Seller in all telephone books and records other directories and other communications media, customer lists, vendor lists, referral lists and contracts, advertising materials and data, restrictive covenants, choses in action, claims, refunds, causes of such Seller directly related action, rights of recover, rights of set-off and similar obligations owing to the Acquired Seller from their present and former members, officers, employees, agents and others, together with all books, databases, operating data and records (including financial, accounting and credit records), files, papers, records and other data of the Seller; (k) all rights of the Seller as lessee under the real property leases listed on Schedule 4.15; (l) all initiatives and planned projects (the "Initiatives") that have been, are being or will be developed by the Seller or the Parent in relation to the Business (provided that Shared Initiatives (as defined below) shall be treated as set forth in the last paragraph of this Section 2.1); (m) subject to approval of the FCC, the FCC Licensed Assets and the licenses granted by the FCC associated with the FCC Licensed Assets, including invoices, purchase orders, and vendor and customer correspondence; and (gn) All goodwill all other property and rights of every kind or nature, other than the Excluded Assets, that are owned or leased by the Subject Companies, or that are owned by the Parent and are used by the Subject Companies. It is specifically understood and agreed by the parties hereto that the Buyer Subsidiary is acquiring, and the Seller is transferring, all of the tangible and intangible assets that are owned or leased by the Seller or that are owned by the Parent and are used by the Seller, except the Excluded Assets. The aforesaid assets and properties to be transferred to the Buyer Subsidiary hereunder are hereinafter collectively referred to as the "Acquired Assets." Notwithstanding the foregoing, the following assets (the "Excluded Assets") are expressly excluded from the transfer and acquisition contemplated hereby and, as such, are not included in the Acquired Assets purchased hereunder: (1) the minute books, charter documents and by-laws of the Seller; (2) the assets specifically identified on the Excluded Assets Schedule attached hereto as Schedule 2.1; (3) all tax records and all rights to refunds relating to federal, state, or local income taxes of the Seller attributable to taxable periods ending on or before the Closing Date; (4) all monies and other intangible consideration to be received by the Seller from the Buyer Subsidiary and all other rights of the Seller under this Agreement; (5) the assets associated with of LBISAT, (6) all rights related to Excluded Liabilities, and (7) all rights of Seller Parties under this Agreement. The parties hereto acknowledge that certain Initiatives (such Initiatives, the foregoing; in each case wherever located"Shared Initiatives") constitute both: (i) an Initiative that relates to the Business and (ii) an Initiative that relates to the business of the Parent and LBISAT. Notwithstanding anything to the contrary contained herein, but specifically excluding those assets described subject to the covenant not to compete and the covenant not to solicit provided in Section 1.26.7, following the Closing, (x) the Buyer Parties shall have the right to develop, pursue or implement the Shared Initiatives in the conduct of the Business and/or business of the Buyer Parties and (y) the Parent and LBISAT shall have the right to develop, pursue or implement the Shared Initiatives in the conduct of the business of the Parent or LBISAT. Except to the extent that a party's use or other exploitation of the Shared Initiatives violates the provisions of Section 6.7, none of the parties hereto shall have any duty to account to the other parties with regards to their use or other exploitation of the Shared Initiatives.

Purchase and Sale of Acquired Assets. On At the Closing Date but effective (as ------------------------------------- hereinafter defined), on and subject to the terms and conditions of the Effective Datethis Agreement, each Seller shall sell, assign, transfer, deliverconvey, convey and assign deliver to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such Seller’s the right, title title, and interest of Seller in and to (i) the following:Business, (ii) except as set forth in Section 1.2(f) hereto the name "Message World" and any other name or names under which Seller has conducted the Business and all goodwill associated therewith, and (iii) the following assets, properties, and rights of Seller, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature, as the same shall exist at the Closing Date (as hereinafter defined): (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets computer software utilized in billing the customers and the like, wherever located, reflected on the books and records of such SellerSeller (even if carried at no value) and related to the Business, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto and any and all assignable warranties of third parties with respect thereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4"Equipment"); (b) All of Seller's right, title, title and interest of such in that certain Lease dated November 10, 1994, between Seller in and Norwest Equipment Finance related to the source codeMVP Voice Messaging System (the "MVP Lease"), object codetogether with all of Seller's right, schematics, design tools, title and interest in the MVP Voice Messaging System and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) related equipment described in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”);MVP Lease. (c) All rightof the contracts, titleairtime purchase agreements, leases, warranties, commitments, agreements, arrangements and purchase and sales orders, whether oral or written, pursuant to which Seller enjoys any right or benefit in connection with the Business, whether or not reflected upon the books and records of the Seller, together with the right of Seller to receive income in respect of such contracts, leases, warranties, commitments, agreements, arrangements, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in purchase and under the Assumed Contracts (as hereinafter defined) sales orders on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (individually, a "Contract" and collectively, the “Contract Rights”"Contracts"); (d) Cash in an amountAll stock of pagers and spare or replacement parts therefore, when all such payments made by Sellers are aggregatedwherever located, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars reflected on the books and 52/100 records of Seller ($97,374.52) (“Prepaid Customer Funds” andthe "Inventory"), together with all rights of Seller against suppliers of the Transferred ResourcesInventory including, Intellectual Propertywithout limitation, Seller's rights under express or implied warranties with respect to such Inventory and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts Inventory previously sold by Seller and Seller's rights to receive refunds or rebates in connection with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)its purchase of Inventory; (e) All receivables trademarks and service marks owned or held by Seller and related to the Business; all registrations thereof and applications therefor, both registered and unregistered, foreign and domestic; all computer software utilized for customer billing (including documentation and related object and, if applicable, source codes) owned by or belonging to Seller and related to the Business; and all confidential or proprietary information that are either (i) owned by Seller and related to the Business, whether or not reflected on the books and records of Seller, or (ii) as to which Seller has rights to payment arising with respect to customer services provided on or after as licensee, constituting all of the Effective Date or Software for periods on or following intellectual property of Seller used exclusively in the Effective Date relating to any Acquired AssetsBusiness (the "Intellectual Property"); (f) Copies of those books All existing data, data bases, books, records, correspondence, business plans and projections, records of such sales, customer and vendor lists, files, and papers in the possession of Seller directly and related to the Business; including without limitation, all manuals and printed instructions of Seller relating to the Acquired Assets, including invoices, purchase orders, Assets (as hereinafter defined) and vendor to the operation of the Business (the "Books and customer correspondenceRecords"); andEXECUTION COPY (g) All goodwill licenses, permits, certificates, and governmental authorizations of Seller and related to the Business, including pending applications therefor (the "Permits"); and (h) All accounts, notes and other intangible assets associated with receivables of Seller reflected on the foregoing; in each case wherever located, but specifically excluding those assets books and records of Seller and related to or arising from the Business (the "Accounts Receivable"). All of the items described in Section 1.2this SECTION 1.1 to be purchased by Purchaser and which are not Excluded Assets as defined in SECTION 1.2 are hereinafter collectively referred to as the "Acquired Assets."

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey and assign Subject to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated hereinhereof, at the Closing, the Company shall sell, convey, transfer, assign and deliver to Buyer, and Buyer shall purchase from the Company, all of such Sellerthe Company’s right, title and interest in and to all the following: (a) All hardwareCompany’s property and assets, third-party software licensesreal, documentationpersonal or mixed, third-party trademark licensestangible and intangible, fixturesof every kind and description, furniture, equipment wherever located and other assets whether or not any of such Sellerassets have any value for accounting purposes or are carried or reflected on or specifically referred to in either the Company’s books of account or financial statements, in each case, which is necessary to satisfy such Seller’s obligations under excluding only the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights Excluded Assets (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4below) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents free and clear of any and all Encumbrances other than Permitted Encumbrances, including all of the following: (i) all of the Company’s trade and other notes and accounts receivable, advance payments, deposits (including deposits on inventory), prepaid but undelivered maintenance obligations under items and expenses, deferred charges, rights of offset and credits and claims for refund (other than Tax refunds to the Assumed Contracts with Bresnan (extent not reflected as current assets in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52the calculation of Final Working Capital); (eii) All receivables all of the Company’s inventory of raw materials, work in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on the Company’s books of account, in each case with any transferable warranty and service rights to payment arising of the Company with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any such Acquired Assets; (fiii) Copies all of those the Company’s vehicles, parts and supplies, and all other items of machinery and equipment, wherever located, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets; (iv) all of the Company’s furniture, fixtures, office equipment and supplies, computer hardware and software, stored data, communication equipment, trade fixtures and leasehold improvements, wherever located, in each case with any transferable warranty and service rights of the Company with respect to such Acquired Assets; (v) all of the Company’s rights under contracts, agreements and purchase and sale orders, including all of the Company’s rights under any of its customer contracts and any contract renewal rights; (vi) all of the Company’s rights under leases for real or personal property other than the Affiliate Lease; (vii) all of the Company’s books, records, manuals, documents, books of account, correspondence, sales and records credit reports, customer lists, literature, brochures, advertising or promotional material and the like; provided that the Company shall retain Tax Returns and shall provide copies of such Seller directly Tax Returns to Buyer; (viii) all of the Company’s claims, choses in action, causes of action and judgments; (ix) all of the Company’s goodwill and rights in and to the name “Petro Steel International, L.P.” and “Petro Steel International, LLC” and in any other tradename, trademark, domain names, logo, design, slogan, tag line, fictitious name or service xxxx, or any variant of any of them, and any applications therefor or registrations thereof, and all any other forms of intellectual property or industrial property rights, including, any patents, copyrights, trade secrets or proprietary manufacturing processes, and any licenses, consents and other agreements relating thereto; (x) any Permits issued to the Company to the extent their transfer is permitted by applicable Law; and (xi) all insurance policies and benefits of the Company arising from or related to the Acquired AssetsAssets or Assumed Liabilities, including invoicesinsurance rights and proceeds and including the Company’s accounts receivable credit insurance policy, purchase orders, rights and vendor and customer correspondence; and (g) All goodwill and other intangible assets associated with proceeds. Without limiting the generality of the foregoing; in each case wherever located, but specifically excluding those the Acquired Assets shall include all of the assets described of the Company on the Balance Sheet (as defined in Section 1.23.6 hereof) and all assets acquired by the Company since the Balance Sheet Date (as defined in Section 3.6 hereof), except to the extent disposed of in the ordinary course of business since the Balance Sheet Date or except to the extent specifically identified herein as an Excluded Asset.

Purchase and Sale of Acquired Assets. On Subject to the Closing Date but effective as terms and the conditions set forth in this Agreement and on the basis of the Effective Daterepresentations, warranties and agreements contained herein, each Seller hereby sells, assigns, transfers, conveys and delivers, and shall cause the each of the Assure Neuromonitoring Subsidiaries to sell, assign, transfer, convey and deliver, convey and assign to Purchaser, and Purchaser shall purchasehereby purchases, acquireacquires, and accept accepts from such SellerSeller and each of the Assure Neuromonitoring Subsidiaries, upon the terms free and conditions stated hereinclear of all Liens, other than Permitted Liens, all of such Seller’s or Assure Neuromonitoring Subsidiary’s right, title and interest in and to all of its assets, properties and rights of any kind and nature, tangible or intangible, other than the following:Excluded Assets, including, by way of example, the following items (collectively, the “Acquired Assets”): (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment all Inventory and other assets clinical supplies of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All all Tangible Personal Property of such Seller; (c) subject to Section 2.9, all right, title, title and interest of such Seller in and in, to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter definedset forth on Schedule 2.1(c) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract RightsTransferred Contracts”); (d) Cash to the extent their transfer is permitted under Applicable Law, all Permits utilized by such Seller in an amount, when the conduct of the Business and all correspondence and records in respect of such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)Permits; (e) All receivables all intangible assets of such Seller, including Intellectual Property, goodwill and going concern value, all other intangible rights of such Seller, all rights of such Seller to payment arising the names “Assure Neuromonitoring”, “NervePro”, “Innovation Neuromonitoring”, “Sentry Neuromonitoring” and/or all other relevant, related and/or derivative names and all telephone or facsimile numbers, domain names, websites, website content, e-mail addresses, social media accounts and passwords used or held for use in connection with respect the Business; (f) all data related to customer services all surgical cases covered by such Seller and data related to all accounts receivable of the Business (including, without limitation, all Explanation of Benefits and Health Care Financing Administration forms), including such Seller’s Books and Records (provided on that the Accounts Receivable shall be an Excluded Asset); (g) all express or after the Effective Date implied guarantees, warranties, representations, covenants, indemnities and similar rights received or Software for periods on or following the Effective Date owing to such Seller from third parties relating to any the Assumed Liabilities or the Acquired Assets, including third party warranties and guarantees and all related claims, credits, rights of recovery and set-off as to third parties which are held by or in favor of such Seller and relate to the Assumed Liabilities or the Acquired Assets; (fh) Copies all rights, causes of those books actions and records claims of such Seller directly related against third parties relating to the Acquired AssetsAssets or the Business, including invoiceswhether xxxxxx or inchoate, purchase ordersmatured or unmatured, and vendor and customer correspondenceknown or unknown, contingent or non-contingent; and (gi) All goodwill and any other intangible assets associated used or held for use exclusively in connection with the foregoing; in each case wherever located, but Business on either Closing Date that are not specifically excluding those assets described in Section 1.2listed above and are not Excluded Assets.

Purchase and Sale of Acquired Assets. On Subject to Section 2.2, Seller hereby agrees to sell, transfer and assign the following assets and properties and deliver to Buyer, on the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey free and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated hereinclear of any Encumbrance, all of such Seller’s right, title and interest as of the Closing Date in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment contracts and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), rights to the fullest extent transferable by such Seller to Purchaser (used or if not at all transferable, a mutually acceptable arrangement shall be structured held for use primarily in connection with the Business as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) set forth below (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under ): (a) the Acquired Inventory; (b) the Acquired Purchase Orders; (c) the Assumed Contracts with Bresnan Purchase Contracts; (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)d) the Assumed Contracts; (e) All receivables the Assigned Intellectual Property; (f) the Patterns and rights Samples; (g) to payment arising with respect the extent assignable or transferable, all guarantees and warranties, of or made by suppliers of the Business, in favor of Seller and the benefit of any claims against such suppliers (including, without limitation, any claim for breach of the suppliers’ guarantees and warranties); (h) the Books and Records; (i) all brochures, marketing and sales literature, advertising catalogues, photographs, display materials, media materials, packaging materials and other similar items which have been produced by or for Seller related to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (fj) Copies all goodwill and going concern value and other intangible assets, if any, of those books and records of such Seller directly the Business related to the Acquired Assets; (k) to the extent assignable or transferable, including invoicesall certifications, purchase franchises, approvals, permits, licenses, orders, registrations, certificates, variances and other similar permits or rights, if any, obtained from any Governmental Entity or professional or trade organization to the extent such permits or rights are used in operating the Business and are related to the Acquired Assets and all pending applications therefor; (l) to the extent assignable, all of Seller’s vendor identification numbers, and customer correspondencecompany prefixes issued by the Uniform Code Council, Inc., or GSI-US and any analogous foreign entity regarding international product codes (e.g., the EAN and JAN), exclusively related to the Business and any bar codes containing any such prefixes that identify Seller or any Acquired Inventory and are exclusively related to the Business; and (gm) All goodwill and other intangible assets associated with all claims, causes of action, counterclaims, defenses or rights to set-off against third parties relating to the foregoing; in each case wherever located, but specifically excluding those assets Acquired Assets described in Section 1.2clauses (b)-(e) above for which Buyer is not entitled to, or for which it is never asserting a claim for, indemnification under Article VIII.

Purchase and Sale of Acquired Assets. On At the Closing Date but effective (as hereinafter ------------------------------------- defined), on and subject to the terms and conditions of the Effective Datethis Agreement, each Seller shall sell, assign, transfer, deliverconvey, convey and assign deliver to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated herein, all of such Seller’s the right, title title, and interest of Seller in and to (i) the following:Business, (ii) the name "Call One" and any other name or names under which Seller has conducted the Business and all goodwill associated therewith, and (iii) the following assets, properties, and rights of Seller, free and clear of all liens, claims, charges, security interests, and encumbrances of any kind or nature, as the same shall exist at the Closing Date (as hereinafter defined): (a) All Except as set forth in SECTION 1.2(A), all hardware, third-party software licensesand interconnection facilities utilized in the provision and maintenance of voice messaging services located at ONEOK, documentationTulsa, third-party trademark licensesOklahoma, fixturesincluding any and all network switching equipment, furnitureperipheral computer and telecommunications hardware and software, equipment parts and other assets accessories, furniture and the like wherever located, whether or not reflected on the books and records of such SellerSeller (even if carried at no value) and related to the Business, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto and any and all assignable warranties of third parties with respect thereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4"Equipment"); (b) All rightof the contracts, titleairtime purchase agreements, leases, warranties, commitments, agreements, arrangements and purchase and sales orders, whether oral or written, pursuant to which Seller enjoys any right or benefit in connection with the Business, whether or not reflected upon the books and records of the Seller, together with the right of Seller to receive income in respect of such contracts, leases, warranties, commitments, agreements, arrangements, and interest of such Seller in purchase and to sales orders on and after the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products Closing Date (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferableindividually, a mutually acceptable arrangement shall be structured as provided in Section 8.4) ("Contract" and collectively, the “Intellectual Property”"Contracts"); (c) All rightpatents, titledesigns, art work, designs-in progress, formulations, know-how, prototypes, inventions, trademarks, trade names, trade styles, service marks, and interest copyrights owned or held by Seller and related to the Business; all registrations thereof and applications therefor, both registered and unregistered, foreign and domestic; all trade secrets or processes owned by or belonging to Seller and related to the Business; all computer software (including rights documentation and related object and, if applicable, source codes) owned by or belonging to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements related to the Assumed Contracts which Business; and all confidential or proprietary information that are entered into either (i) owned by such Seller with respect and related to the Business, whether or not reflected on the books and records of Seller, or (ii) as to which Seller has rights as licensee, constituting all of the intellectual property of Seller used exclusively in the Business prior (the "Intellectual Property"), excluding however, all Intellectual Property related to the Closing Date (the “Contract Rights”assets described in SECTION 1.2(A); (d) Cash in an amountAll existing records of sales, when all such payments made by Sellers are aggregatedcustomer and vendor lists, equal manuals and printed instructions of Seller relating to Ninety Seven Thousand Three Hundred Seventy-Four Dollars the Acquired Assets (as hereinafter defined) and 52/100 to the operation of the Business ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, "Books and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52Records"); (e) All receivables licenses, permits, certificates, and rights governmental authorizations of Seller and related to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following Business, including pending applications therefor (the Effective Date relating to any Acquired Assets"Permits"); (f) Copies of those All furniture, fixtures, and leasehold improvements, wherever located, reflected on the books and records of such the Seller directly (even if carried at no value) and related to the Acquired Assets, including invoices, purchase ordersBusiness, and vendor any and customer correspondenceall assignable warranties covering such furniture, fixtures, and leasehold improvements ("Furniture and Fixtures"); and (g) All goodwill contracts and other intangible assets associated agreements relating to interconnection facilities with the foregoingLocal Exchange Carrier (Southwestern Xxxx) and the Interexchange Carrier (MCI Telecommunications) for the provision of local and long distance telephone service including monthly recurring fees, usage charges and 800 Access Numbers in active service necessary or desirable for the conduct of the Business (the "Telephone Contracts"); and (h) All of Seller's rights in, to, and under Seller's office lease, together with all of Seller's right, title, and interest in each case wherever locatedthe buildings, but specifically excluding those assets fixtures and improvements, including construction-in-progress, and appurtenances thereto, located on the real property subject to such lease, and any and all assignable warranties of third parties with respect thereto (the "Office Lease"). All of the items described in Section 1.2this SECTION 1.1 to be purchased by Purchaser and which are not Excluded Assets as defined in SECTION 1.2 are hereinafter collectively referred to as the "Acquired Assets."

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey and assign Subject to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated hereinof this Agreement, Seller hereby agrees to sell, transfer and assign the following assets and properties and deliver to Buyer, on the Closing Date, free and clear of any Encumbrance, all of such Seller’s right, title and interest in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment assets and other assets of such Seller, in each case, rights which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extractsrelate to, or analyses thereof) are used or held for use primarily in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (connection with the Business as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) set forth below (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under ): (a) the Acquired Inventory; (b) the Acquired Purchase Orders; (c) the Assumed Contracts with Bresnan Purchase Contracts; (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)d) the Assumed Contracts; (e) All receivables the Assigned Intellectual Property; (f) the Patterns and rights Samples; (g) the Advances; (h) the Books and Records; (i) all brochures, marketing and sales literature, advertising catalogues, photographs, display materials, media materials, packaging materials and other similar items which have been produced by or for Seller related to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (fj) Copies all goodwill and going concern value and other intangible assets, if any, of those books and records of such Seller directly the Business related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (gk) All goodwill to the extent assignable or transferable, all certifications, franchises, approvals, permits, licenses, orders, registrations, certificates, variances and other intangible assets associated with similar permits or rights, if any, obtained from any Governmental Entity or professional or trade organization to the foregoing; extent such permits or rights are used in each case wherever locatedoperating the Business and are related to the Acquired Assets and all pending applications therefor (collectively, but specifically excluding those assets described in Section 1.2the “Permits”).

Purchase and Sale of Acquired Assets. On At the Closing Date but effective as of and on the Effective Dateterms and subject to the conditions set forth in this Agreement, each the Seller shall agrees to sell, transfer, deliverconvey, convey assign and assign deliver to Purchaserthe Buyer, or cause to be sold, transferred, conveyed, assigned and delivered to the Buyer, free and clear of all Liens (other than Permitted Liens), and Purchaser shall the Buyer agrees to purchase, acquireaccept, buy and accept acquire from such the Seller, upon the terms free and conditions stated hereinclear of all Liens (other than Permitted Liens), all of such Sellerthe Seller Group’s right, title and interest in, to and under (a) all of the assets, properties and any other rights of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned, leased, licensed, used or held for use in and connection with or in relation to the following:Business and (b) without limiting the generality of clause (a) of this Section 2.1, all of the following assets, properties and rights of any Person of the Seller Group (in each case, other than the Excluded Assets, the “Acquired Assets”): (a) All hardwareall of the Units, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets including the Units set forth on Section 2.1(a) of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)Disclosure Schedules; (b) All rightall rights under all lease agreements, titlelicense agreements and any other arrangements which consist of Real Property used in the Business pursuant to which (A) a Person other than any Person of the Seller Group occupies or uses or enjoys rights to occupy or use any such Real Property and (B) any Person of the Seller Group occupies or uses or enjoys rights to occupy or use any Real Property (such agreements and arrangements referred to in this Section 2.1(b), but subject to Section 7.14, collectively are referred to herein as the “Acquired Real Property Leases”); (c) all fixed assets and interest other tangible personal property, including all furniture, furnishings, improvements, fixtures, machinery, Vehicles, Equipment (including process equipment and electrical equipment), computer hardware, supplies, construction in progress, spare parts and tools, together with any express or implied warranty of any Person covering any item or component part thereof or with respect to any Unit, rights of return, rebate rights, over-payment recovery rights and any other rights relating to these items (the “Tangible Personal Property”); (d) all Inventory; (e) all current assets that comprises a part of Net Working Capital, including all accounts receivable relating to the Business (whether or not considered a current asset); (f) all Contracts (other than the Excluded Contracts and Excluded Leases), which, for the avoidance of doubt, shall include all Contracts relating to the Business or the Acquired Assets, including all Contracts in process or under negotiation at the time of Closing (the “Acquired Contracts”) and all rights in, to, under or related to each of the Acquired Contracts; provided, that “Acquired Contracts” shall not include Contracts entered into between the date hereof and Closing if Seller entered into such Contracts in breach of this Agreement absent prior written consent of Buyer; (g) to the extent not exclusively related to the Excluded Assets, the Records (subject to redaction of credit card information under privacy protections required by applicable Law); provided that copies of any such Records will, to the extent permitted by Law, be retained by Seller following the Closing subject to the ongoing obligations of the Seller in and respect thereof contained in Section 7.6; (h) all Intellectual Property owned by or licensed or otherwise used in connection with or in relation to the source codeBusiness, object codeincluding the Intellectual Property set forth in Section 5.12(a), schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRMSection 5.12(b), and EBP&P)Section 5.12(c) of the Disclosure Schedules, together with all income, royalties, damages and all payments due or payable as of such Seller’s software toolsthe Closing or thereafter (including damages and payments for past, subroutinespresent or future infringements, misappropriations or other violations thereof) and the right to institute or maintain any Legal Proceeding to protect the same and recover damages for any past, present, or future infringements, misappropriations or other components, whether completed or under developmentviolations thereof, all prior goodwill associated with or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, in or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Sellerand any corresponding, covenants to assign inventions to such Seller (including without limitation those assignments contained equivalent or counterpart rights, title or interest that now exist or may be secured hereafter anywhere in subcontractor agreements)the world, covenants to cooperate together with such Seller’s obtaining protections all tangible embodiments of intellectual property, other provisions for ownership by such Seller of a work-for-hire, the foregoing in any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (form or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) medium (collectively, the “Acquired Intellectual Property”); (ci) All rightall IT Assets; (j) all advances, titleadvance payments, Prepaid Expenses and interest credits and deferred charges; (including k) all Claims related to the Acquired Assets or Assumed Liabilities, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; (l) all Permits (and pending applications therefor) relating to the Business, but only to the extent that any such Permit may be assigned and transferred by the Seller Group to Buyer (such Permits, the “Acquired Permits”); (m) except with respect to any Person of the Seller Group’s rights to payment for customer services which services were rendered recovery arising out of any Legal Proceeding that is currently pending and listed on or following Section 5.13 of the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective DateDisclosure Schedules, including any successor agreements to the Assumed Contracts which are entered into by such Seller all rights against third Persons with respect to the Business or the Acquired Assets; (n) the goodwill of the Business as a going concern; (o) all telephone numbers, other than to the extent set forth on Section 2.1(o) of the Disclosure Schedules, facsimile numbers, and electronic mail addresses set forth on Section 2.1(o) of the Disclosure Schedules, as well as all directory listings, client and customer lists and databases for all of the Seller’s current and past (to the extent such past customer data remains in the possession of the Seller Group) Unit clients and customers (subject to redaction of credit card information under privacy protections required by applicable Law), all open orders or open quotations for contemplated rentals, leases or sales and other similar contract information in respect of the Business and the Acquired Assets; (p) all advertising, marketing and promotional materials, studies, reports and all other printed or written materials related to or otherwise necessary for the operation of the Business, including building specifications and representations; (q) all rights to any recoveries or monies with respect to any insurance policies, including the Insurance Policies, relating to the Business or the Acquired Assets, including insurance recoveries thereunder to the extent not paid by the Closing Date and rights to assert claims with respect to any such insurance recoveries to the extent such recoveries and rights to asset claims arise from and after the date hereof and all condemnation awards or other compensation in respect of loss or damage to any Acquired Asset or the Business and all rights to assert such claims to the extent not paid by the Closing Date; provided, however, that Buyer shall not acquire any rights to recoveries where the Seller has, prior to the Closing Date Date, expended a material amount of out-of-pocket Cash to repair or restore an insurable loss under the Insurance Policies and has not yet obtained recovery under such Insurance Policy (the “Contract RightsExcluded Recoveries”); (dr) Cash all other assets shown or reflected on the Financial Statements and all property and assets acquired by any Person of the Seller Group in an amountrespect of the Business between the date of the Latest Balance Sheet and the Closing Date, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together except for current assets disposed of in the Ordinary Course of Business after the date of the Latest Balance Sheet in accordance with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)Section 7.2 of this Agreement; (es) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceTax Refunds that are not described in Section 2.2(e); and (gt) All goodwill and other intangible the assets associated with listed on Section 2.1(s) of the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2Disclosure Schedules.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as basis of the Effective Daterepresentations, warranties, covenants and agreements set forth herein, and subject to the satisfaction or waiver of the conditions set forth herein and the terms hereof, at the Closing, subject to Section 2.1(b) hereof, the Purchaser shall purchase from each Seller, and each Seller shall sell, transferassign, deliver, convey transfer and assign deliver to the Purchaser, free and Purchaser shall purchaseclear of any Liens, acquireall business, properties, assets, rights and interests of every kind and nature used in or primarily related to the Acquired Business and owned by such Seller (or in which such Seller has another interest) on the Closing Date, whether tangible or intangible, and accept from such Sellerwherever located and by whomever possessed (collectively, upon the terms and conditions stated herein"Acquired Assets"), all of such Seller’s rightincluding, title and interest in and to the followingwithout limitation: (ai) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto all Accounts Receivable (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (whether current or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4noncurrent); (bii) All rightall Proprietary Rights, titlealong with all income, royalties, damages and interest payments receivable in respect of any such Seller in and to the source codeProprietary Right, object codeincluding, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under developmentwithout limitation, all prior damages and payments for past, present or unreleased versions future infringements or misappropriations thereof, the right to xxx and all tangible embodiments (recover for past infringements or misappropriations thereof and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all corresponding rights that, now or hereafter, may be secured throughout the world with respect to any such Proprietary Right; (iii) all rights existing under leases, contracts, licenses, permits, distribution arrangements, sales and purchase agreements, accounts receivable, other agreements and business arrangements, including, without limitation, all contracts and agreements described on the Contracts Schedule attached hereto; (iv) all of the Assumed Leases and Leasehold Improvements with respect to the Assumed Leases; (v) all transportation and office equipment, furniture and computer equipment; (vi) all inventories of work in process, semi-finished and finished goods, stores, replacement and spare parts, packaging materials, operating supplies and fuels; (vii) all office supplies, production supplies, other miscellaneous supplies and other tangible property of any kind; (viii) all prepayments, security deposits and prepaid expenses; (ix) the right to receive and retain mail, accounts receivable payments and other communications relating to the Acquired Business; (x) the right to xxxx and receive payment for products shipped or delivered and services performed but unbilled or unpaid as of the Closing; (xi) all lists, records and other information pertaining to accounts, personnel (including, without limitation, any lists and information contained in data bases containing names of all past, present and potential consultants and employees) and referral sources, all lists and records pertaining to suppliers and customers, and copies of all books, ledgers, files and business records (including, without limitation, all accounting records for the acquisition fiscal years ended March 31, 2000, 1999 and 1998 and for the period between April 1, 2000 and the Closing Date) used in or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar primarily related to the foregoingAcquired Business, in each case to the fullest extent transferable whether evidenced in writing, electronically (including, without limitation, by such Seller to Purchaser (computer) or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”)otherwise; (cxii) All rightall advertising, title, marketing and interest (including rights to payment for customer services which services were rendered on promotional materials and all other printed or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”)written materials; (dxiii) Cash in an amountall permits, when licenses, certifications and approvals from all such payments made by Sellers are aggregatedpermitting, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars licensing, accrediting and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Propertycertifying agencies, and Contract Rightsthe rights to all data and records held by such permitting, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); licensing and Page One (in an amount equal to $43,081.52)certifying agencies; (exiv) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assetsall telephone numbers (e.g. "800" numbers); (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (g) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as terms of and subject to the Effective Dateconditions set forth in this Agreement, each Seller shall sell, transfer, deliver, convey and assign agrees to PurchaserTransfer to Buyer, and Purchaser shall purchase, acquire, Buyer agrees to purchase from Seller and accept from such Seller, upon the terms and conditions stated hereindelivery of, all of such Seller’s right, title and interest in and to all of the assets of Seller set forth below, other than the Excluded Assets, all as the same shall exist on the Closing Date (collectively, the “Acquired Assets”). The Acquired Assets shall include the following: (a) All hardwareexcept as set forth in Section 2.1(a) of the Disclosure Schedule, third-party software licensesall trade accounts receivable and rights to payment for goods sold by Seller existing on the date of Closing and resulting from sales made by the Seller to its customers, documentationincluding, third-party trademark licenseswithout limitation, fixturesall instruments pertaining thereto, furnitureall guaranties and security therefor, equipment all goods giving rise to such accounts and other assets the rights pertaining to such goods, including rights of such Seller, stoppage in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto transit and all related insurance proceeds (collectively the “Transferred ResourcesAccounts Receivable”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All rightexcept as set forth in Section 2.1(b) of the Disclosure Schedule, titleall inventories, including packaging materials, supplies, raw materials, manufactured and purchased parts, work-in-progress and finished products, including but not limited to such inventories set forth in Section 2.1(b)(1) of the Disclosure Schedule (collectively, the “Inventory”); (c) except as set forth in Section 2.1(c) of the Disclosure Schedule, all tooling, molds, machinery, equipment, spare parts, and interest office equipment owned by Seller, including but not limited to such tooling, molds, machinery, equipment, spare parts, and office equipment set forth in Section 2.1(c)(1) of such Seller the Disclosure Schedule (collectively, the “Equipment”); (d) except as set forth in Section 2.1(d) of the Disclosure Schedule, all automobiles, trucks, tractors, trailers and other motor vehicles (collectively, the “Motor Vehicles”); (e) except as set forth on Schedule 2.1(e) of the Disclosure Schedule, (i) all inventions (whether patentable or unpatentable and whether or not reduced to the source codepractice), object code, schematics, design toolsall improvements thereto, and all associated documentation for patents, patent applications, and patent disclosures, together with all reissuances, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof, (ii) all trademarks, service marks (including all of such Seller’s past right to use the name “New England Molders” or present software products any derivative thereof), trade dress, logos, domain names (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM“xxx.xxxxxxxxxxxxxxxxx.xxx”), trade names, and EBP&P)corporate names, together with all translations, adaptations, derivations, and combinations thereof and including all goodwill associated therewith, and all of such Seller’s software toolsapplications, subroutinesregistrations, and other componentsrenewals in connection therewith, whether completed or under development(iii) all copyrightable works, all prior or unreleased versions thereofcopyrights, and all applications, registrations, and renewals in connection therewith, (iv) all mask works and all applications, registrations, and renewals in connection therewith, (v) all trade secrets and confidential business information (including ideas, research and development, know-how, formulas, compositions, manufacturing and production processes and techniques, technical data, designs, drawings, specifications, customer and supplier lists, pricing and cost information, and business and marketing plans and proposals), (vi) all computer software (including data and related documentation), (vii) all other proprietary rights, and (viii) all copies and tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) thereof (collectively, the “Intellectual Property”); (cf) All rightthe following books, titlerecords, and interest (including rights to payment other data of Seller: originals or copies of all customer lists and data, vendor, and supplier lists and data, Accounts Receivable schedules and records, Inventory schedules and records, sales data for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business two-year period prior to the Closing Date and all plant operating manuals and machinery and equipment procedure manuals (collectively, the “Contract RightsRecords”); (dg) Cash except as set forth in an amountSection 2.1(g) of the Disclosure Schedule, when all such payments made by Sellers are aggregatedclaims, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars deposits, prepayments, causes of action, choses in action, rights of recovery, rights of set off and 52/100 rights of recoupments; ($97,374.52h) except as set forth in Section 2.1(h) of the Disclosure Schedule, all rights of Seller under all leases of personal property (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired AssetsPersonal Property Leases”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (ei) All receivables subject to obtaining the lessor’s consent to the assumption and amendment of said lease, all rights of Seller as lessee under a certain Commercial Lease, dated June 4, 1997, between Neon Realty Trust and Seller (the “Shrewsbury Lease”) for land and building at 000 Xxxxxxxx Xxxxxxxx, Xxxxxxxxxx, XX; (j) all of Seller’s right, title and interest in and to payment arising the agreements, contracts and instruments set forth on Section 2.1(j) of the Disclosure Schedule (the “Assigned Contracts”); (k) all right, title and interest of Seller in and to all Approvals, to the extent they are transferable, including, without limitation, applications therefor, which are held by or have been granted to, or have been applied for, by Seller (the “Transferred Approvals”) set forth on Section 2.1(k) of the Disclosure Schedule; (l) all of the Seller’s rights with respect to customer services provided on or after all tooling, molds, machinery, equipment, and spare parts owned by customers of the Effective Date or Software for periods on or following Seller which, in the Effective Date relating to any Acquired AssetsOrdinary Course, are in the possession of the Seller and used in the Seller’s business; (fm) Copies of those books all right, title and records of such Seller directly related interest in and to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceinsurance policies set forth on Section 2.1(m) of the Disclosure Schedule (the “Included Insurance Policies”); and (gn) All goodwill all right, title and other intangible assets associated with interest in and to the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2telephone number (000) 000-0000.

Purchase and Sale of Acquired Assets. On With the Closing Date but effective as exception of the Effective DateExcluded Assets, each Seller subject to the terms and conditions set forth in this Agreement, at Closing, Purchaser shall purchase from the City, and the City shall sell, transfer, deliver, convey assign and assign deliver to Purchaser, free and Purchaser shall purchase, acquire, and accept from such Seller, upon clear of all Liens except for the terms and conditions stated hereinPermitted Liens, all of such Seller’s the right, title and interest of the City in, to and under all of the assets, properties and rights of the City, to the extent such assets, properties and rights exist as of the Closing Date and are used, necessary or important in and the operation of the System (whether or not any such asset(s) have any value for accounting purposes or are carried or reflected on the books or financial statements of the Seller) (the assets to be conveyed collectively referred to as the "Acquired Assets"), including without limitation, the following: (a) All hardwareall real and personal property interests owned, third-party software licenseslicensed or leased by Seller and any real or personal property interests that are in the process of being acquired, documentationlicensed or leased by Seller or any of its Affiliates, third-party trademark licensesincluding without limitation, fixturesthe Xxxxx, furniturethe Real Property, equipment the Public Works Building Lease, the Public Safety Training Academy Property, rights to draw water from the Aquifer and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)Occupancy Agreements; (b) All rightexcept for those contracts, titlelicenses and leases listed on Schedule 2.01(b), all contracts, licenses and interest of such Seller in and leases related to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited System to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for which the acquisition or development of any of the foregoingCity is a party, including without limitation assignments to such Sellerleases for Equipment and Machinery, covenants to assign inventions to such Seller vehicles and other items of personal property (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”"Assigned Contracts"); (c) All rightall Supplies, title, and interest (including rights to payment for customer services which services were rendered on except Supplies consumed or following used by Seller between the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (in the “Contract Rights”)ordinary course of business and in accordance with the terms of this Agreement; (d) Cash in an amountall personal property, when all such payments made fixtures, equipment and fixed assets owned, licensed or leased by Sellers are aggregatedSeller, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars including, without limitation, Equipment and 52/100 ($97,374.52) (“Prepaid Customer Funds” andMachinery, together with the Transferred Resourcessystem pipes, Intellectual Property, auxiliary equipment and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)plant equipment; (e) All receivables all Intellectual Property; (f) Seller's other intangible assets, including, without limitation, the benefit of third- party representations, warranties, guarantees, performance bonds, maintenance bonds, correspondence and rights the computer software and programs (whether proprietary or not); (g) Seller's Files and Records; (h) all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating extent related to any Acquired Assets; (fi) Copies of those books subject to Section 2.06, all Licenses and records of such Seller directly related Permits, but only to the extent such Licenses and Permits may be transferred under Applicable Law (the "Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceAuthorizations"); (j) the assets listed on Schedule 2.01(j); and (gk) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2System as a going concern.

Purchase and Sale of Acquired Assets. On Subject to the terms and conditions set forth in this Agreement, at the Closing Date (but effective as of the Effective DateTime), each Seller shall sell, assign, transfer, delivergrant, convey and assign deliver to Purchaser, and Purchaser Purchase shall purchase, acquire, acquire and accept from such Seller, upon the terms and conditions stated hereinaccept, all of such Seller’s rightthe assets, title properties, rights, and interest contracts (but not the Liabilities thereunder, except as provided in Section 2.6) in the following paragraphs (a) through (i) (the "Acquired Assets"), free and to clear of all liens, security interests, pledges, mortgages, deeds of trust, servitudes, charges, and encumbrances (other than the following:Permitted Encumbrances): (a) All hardwarethe machinery, third-party software licensesequipment, documentation, third-party trademark licenses, fixturesinventories, furniture, equipment lighting fixtures, trucks, automobiles, cranes, tools, spare parts and other assets of such Sellertangible personal property or fixtures related to or used in connection with the Facilities, including, without limitation, all the personal property and fixtures listed or referenced in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.42.1(a); (b) All rightTo the extent assignable, titleall rights of Seller under or pursuant to all warranties, representations and interest of such Seller guarantees made by suppliers, licensors, vendors and contractors in and connection with Acquired Assets to the source codeextent that such warranties, object coderepresentations and guarantees (i) relate to claims that accrue or arise on or after the Effective Time, schematics(ii) create an obligation to repair or replace Acquired Assets (or refund the purchase price therefor), design tools, and all associated documentation (iii) constitute warranties of title for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extractspersonal property, or analyses thereof(iv) in any medium whatsoever, relate to claims which have not been asserted prior to the Effective Time and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for which affect the acquisition nature or development value of any of the foregoing, including without limitation assignments to Acquired Asset (whether or not such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar claims accrued or arose prior to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”Effective Time); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amountTo the extent assignable, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual PropertyPermits, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)any pending applications therefor; (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets;all Accounts (Prepaid); and (f) Copies of those books and records of such Seller directly related Subject to Section 13.4, rights to insurance proceeds, if any, or claims against third parties resulting from damage, destruction or loss to the Acquired Assets, including invoices, purchase orders, Assets occurring between the date of this Agreement and vendor and customer correspondence; and (g) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2Closing Date.

Purchase and Sale of Acquired Assets. On At the Closing Date but effective as Closing, pursuant to Sections 105, 363, 365 and 1146 of the Effective DateBankruptcy Code and on the terms and subject to the conditions precedent of this Agreement, each Seller Sellers shall sell, transfer, deliverassign, convey and assign deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquireaccept and acquire from Sellers, free and accept from such Seller, upon the terms clear of any and conditions stated hereinall Liens and Claims (other than Permitted Encumbrances), all of such Seller’s Sellers' right, title and interest in and to the following:following (such right, title and interest collectively, the "ACQUIRED ASSETS"): (ai) All hardwareExcept as set forth in Section 2(b), third-party software licensesall equipment (but, documentationin the case of Disputed Equipment, third-party trademark licenses, fixturesonly to the extent set forth in clause (ii) below), furniture, equipment furnishings, automobiles, tools, parts, Inventories and other assets of such Sellerpersonal property owned by Sellers and located within the United States; (ii) Any asset listed on SCHEDULE E, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed ContractsSCHEDULE OF DISPUTED EQUIPMENT, as identified on Schedule 1.1 attached hereto to which the Court determines that Sellers own such asset free any clear of Lien; (the “Transferred Resources”)iii) The Assumed Agreements, to the fullest extent transferable the same are assignable under Section 365 of the Bankruptcy Code or to the extent assignment is consented to by the counter party or counter parties to such Seller agreements, to Purchaser the extent the same pertain to periods from and after the Effective Time, or the time at which any such Assumed Agreement is actually assumed by Buyer during the Transition Period, as the case may be, including any right (A) to receive payment for products sold or if not services rendered from and after any such Assumed Agreement's actual assumption by Buyer; and (B) to assert Claims and take other rightful actions in respect of breaches, defaults and other violations of such contracts, arrangements, licenses, leases and other agreements to the extent such violations occur from and after the time at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)which any such Assumed Agreement is actually assumed by Buyer; (biv) All right, titleAny leasehold improvements related to an Assumed Agreement; (v) To the extent the same are assignable under Section 365 of the Bankruptcy Code or assignment is otherwise consented to, and interest of such Seller in and to the source codeexcept as set forth on SCHEDULE H, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under developmentSCHEDULE OF INTELLECTUAL PROPERTY EXCEPTIONS, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined used by Sellers in Section 2.2) of such Seller, and all rights under any and all contracts for connection with the acquisition or development of any of the foregoingBusiness, including without limitation assignments (but subject to such Sellerlicenses or other rights of use, covenants written or unwritten, granted in favor of certain third parties listed on the SCHEDULE OF INTELLECTUAL PROPERTY EXCEPTIONS) the Intellectual Property set forth on SCHEDULE J, SCHEDULE OF INTELLECTUAL PROPERTY, the U.S. rights to assign inventions to such Seller the name "PSINet" and any derivatives thereof, and any associated trademarks, tradenames, logos and tradedress and all related income, royalties, damages and payments due or payable after the Effective Time (including including, without limitation those assignments contained in subcontractor agreementslimitation, damages and payments for future infringements or misappropriations thereof), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller corresponding rights that, now or hereafter, may be secured and all agreements similar copies and tangible embodiments of any such Intellectual Property; and, except to the foregoingextent that it is employed solely in connection with Excluded Assets, goodwill and contact telephone numbers associated therewith, licenses and sublicenses granted and obtained with respect thereto, remedies against infringement thereto and rights to protection of interest therein under the laws of all jurisdictions, including any Intellectual Property arising after the date hereof; (vi) Originals or copies of all books, records, manuals and other materials (in each case any form or medium) relating to the fullest extent transferable by Acquired Assets, Assumed Liabilities, Assumed Agreements and Transferred Employees (subject to any necessary consents of such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4Transferred Employees) (collectively, "BOOKS AND RECORDS"), including any computerized data bases and files, and including advertising matter, catalogues, price lists, correspondence, mailing lists, Customer lists, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, operating records, Tax records, manufacturing and quality control records and procedures, blueprints, research and development files and records, data books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Sellers including books of account, all Customer telephone numbers, addresses and other contact information, lock box account numbers, billing records and other Customer correspondence relating to the “Intellectual Property”)Business, all regulatory filings and other Books and Records relating to the rates and services provided by Sellers in connection with the operation of the Business; (cvii) All right, title, and interest (including rights to payment for customer services which services were rendered on To the extent the same are assignable under Section 365 of the Bankruptcy Code or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into extent assignment is consented to by such Seller the grantor or issuer thereof, all manufacturer warranties and similar rights in favor of Sellers with respect to the Business prior to the Closing Date (the “Contract Rights”)any Acquired Asset; (dviii) Cash in an amountAll Accounts Receivable, when all such payments made by Sellers to the extent the same (aa) are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Propertyoutstanding as of Closing, and Contract Rights(bb) are in excess of any counterclaims or offsets, but without prejudice to Sellers' rights to continue to collect Accounts Receivable in accordance with Section 3(e) prior to Closing for their own account or benefit; all guaranties and security therefor, and all goods and services giving rise thereto; the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts rights pertaining to such goods and services and all related insurance and insurance proceeds with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)respect thereto; (eix) All receivables security deposits and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books prepayments, prepaid expenses, deposits and records of such Seller directly advances related to the Acquired Assets, including invoiceswhether or not reflected on Sellers' Books and Records and pertaining to the period following the Closing Date; (x) To the extent the same are assignable under Section 365 of the Bankruptcy Code or to the extent assignment is consented to by the third party or third parties to such agreements, purchase ordersall confidentiality, noncompete or nondisclosure agreements executed by vendors, suppliers or employees of Sellers or other third parties, in each case, relating to the Business; (xi) Except as set forth on SCHEDULE I, SCHEDULE OF EXCLUDED CLAIMS AND RIGHTS and vendor subject to Section 2(b)(iv), all of the rights, Claims, causes of action, choses in action, rights of recovery, rights of set off and customer correspondencerights of recoupment of any of Sellers against a third party and relating to the Acquired Assets and the Assumed Liabilities arising out of transactions occurring subsequent to the Closing Date, net of any offsets or counterclaims (unless such liabilities are assumed by Buyer) and PROVIDED THAT where such rights, Claims or causes of action relate to both Assumed Liabilities (or Acquired Assets) and Excluded Liabilities (or Sellers' assets that are not Acquired Assets), Buyer and Sellers shall share such rights, Claims or causes of action in the same proportion as their respective Liabilities (or assets, as applicable) bear to the total liability relating to those rights, Claims or causes of action (or the expected value thereof, as applicable); and (gxii) All goodwill and other intangible assets associated with To the foregoing; in each case wherever locatedextent the same are assignable under Section 365 of the Bankruptcy Code or to the extent assignment is consented to by the counterparty, all Customer lockbox accounts (but specifically excluding those assets described in Section 1.2any cash deposited therein prior to 5 PM on the Closing Date, which cash shall be the property of Sellers).

Purchase and Sale of Acquired Assets. On the Closing Date but effective as terms and subject to the conditions of this Agreement, at the Effective DateClosing, each the Seller Parties shall grant, sell, convey, transfer, deliver, convey assign and assign deliver to Purchaser, and Purchaser shall purchase, acquire, agrees to purchase and accept from such Sellerthe Seller Parties, upon the terms in each case free and conditions stated hereinclear of all Encumbrances other than Permitted Encumbrances, all of such Seller’s the Seller Parties’ right, title and interest in in, under and to the following:assets, properties and rights of the Seller Parties (other than the Excluded Assets), and including without limitation the following assets (all such assets, collectively, the “Acquired Assets”): (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)The Owned Real Property; (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past The contracts set forth or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in described on Section 2.22.01(b) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller Disclosure Schedule (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual PropertyAssumed Contracts”); (c) All right, title, fixtures and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Dateequipment, including any successor agreements to spares, stores and consumables used in the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date maintenance or repair of equipment (the “Contract RightsFixed Equipment Assets”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, All Intellectual Property, and Contract Rightsincluding all related goodwill, owned by or licensed to the Company or the Subsidiary (the “Acquired AssetsCompany Intellectual Property”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after open purchase orders (the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets“Purchase Orders”); (f) Copies All Qualified Current Assets, including all inventory; (g) All prepayments, refunds, deposits (other than deposits in bank accounts), over-payments and prepaid expenses; (h) All of those the Seller Parties’ books and records, including all operational, manufacturing and plant site documentation but excluding the books and records referenced in Section 2.02(i)); (i) All owned computer hardware, all rights in leased computer hardware, and all software and related documentation (including source code, object code and systems documentation) and all rights in licensed software (to the extent that such licenses are freely assignable); (j) All websites, domain names and registrations therefor owned by the Company, except for and excluding the name “MuscleDog”, together with all variations thereof and all trademarks, service marks, domain names, trade names, trade dress, corporate names and other identifiers of such source containing, incorporating or associated with any of the foregoing; (k) All rights of the Seller directly related Parties to claims, actions, causes of action, lawsuits, judgments, rights to setoff and demands against third parties relating to the Acquired Assets, including invoicesthe Assumed Liabilities or the Business, purchase orderswhether arising by way of counterclaim or otherwise, excluding rights under this Agreement or the other Ancillary Agreements. (l) The vehicles and vendor vehicle leases listed on Section 2.01(l) of the Disclosure Schedule; (m) All Permits and customer correspondenceany applications for Permits to the extent such Permits may be transferred under applicable Law; (n) All insurance policies of the Seller Parties and all rights to applicable claims and proceeds thereunder, other than the rights to claims and proceeds thereunder with respect to Excluded Liabilities; (o) All employee personnel files for the Transferred Employees; (p) The assets of Seller’s health and welfare plans to the extent contemplated under Section 7.07; and (gq) All goodwill and other intangible The assets associated with of the foregoing; in each case wherever located, but specifically excluding those assets described in Seller Parties listed on Section 1.2.2.01(q) of the Disclosure Schedule;

Purchase and Sale of Acquired Assets. On Upon the Closing Date but effective as terms and subject to the conditions of the Effective Datethis Agreement, each Seller shall agrees to sell, assign, transfer, deliver, convey and assign deliver to PurchaserPurchaser (except the Shares which are being sold, assigned, transferred, conveyed and delivered to Holding), free and clear of all Encumbrances whatsoever (except as expressly provided herein), and Purchaser shall purchase, acquire, agrees to purchase and accept from such Seller, upon on the terms and conditions stated hereinClosing Date, all of such Seller’s the right, title and interest in of Seller, as of the close of business on the day immediately preceding the Closing Date, in, to and to under all of the following:assets and Business comprising the Division including, without limitation, the following assets (collectively the "Acquired Assets"): (ai) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)Inventories; (bii) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Tangible Personal Property”); (ciii) All rightthe Intangible Personal Property; (iv) the Shares and all other shares of capital stock or equity interests, titleif any, in the Division Subsidiary; (v) the Owned Real Property and Seller's interest in the Leased Real Property; (including rights to payment for customer services which services were rendered on or following vi) the Effective Date or for Software Division Books and Records; (as hereinafter definedvii) for periods on or following all prepaid expenses of the Effective Date) of such Seller in Division and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements security deposits with respect to the Assumed Contracts which are entered into Leases or any other Acquired Assets; (viii) the Receivables; (ix) the GTI-Ireland Receivables; (x) causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by such Seller with respect to the Business prior to Division or ownership, use, function or value of any of the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (fxi) Copies of those books and records of such Seller directly related cash held by GTI-Ireland in an amount at least equal to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence$250,000; and (gxii) All goodwill and to the extent not described above, all other intangible assets associated with comprising the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2Division.

Purchase and Sale of Acquired Assets. On Subject to the Closing Date but effective as of terms and conditions hereof, at the Effective DateClosing, each Seller shall sell, convey, transfer, deliver, convey assign and assign deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire, and accept purchase from such Seller, upon the terms and conditions stated herein, all of such Seller’s right, title and interest in and to the following: (a) All hardwareall of Seller’s property and assets, thirdreal, personal or mixed, tangible and intangible, short-party software licensesterm or long-term of every kind and description, documentation, third-party trademark licenses, fixtures, furniture, equipment wherever located and other assets whether or not any of such Seller, assets have any value for accounting purposes or are carried or reflected on or specifically referred to in each case, which is necessary to satisfy such Seller’s obligations under books of account or financial statements, excluding only the Assumed Contracts, as identified on Schedule 1.1 attached hereto Excluded Assets (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (foregoing collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents free and clear of any and all Encumbrances other than Permitted Encumbrances, including all of the following: (i) all trade and other notes and accounts receivable, advance payments, deposits (including customer deposits), prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); items and Page One (in an amount equal to $43,081.52)expenses, deferred charges, rights of offset and credits and claims for refund; (eii) All receivables all inventory of raw materials, work in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on Seller’s books of account, in each case with any transferable warranty and service rights to payment arising of Seller with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any such Acquired Assets; (fiii) Copies all personal property and interests therein, wherever located, including all vehicles, tools, parts and supplies, fuel, machinery, equipment, tooling, furniture, furnishings, appliances, fixtures, office equipment and supplies, owned and licensed computer hardware and software and related documentation (including any source code or systems documentation associated therewith), stored data, communication equipment, trade fixtures and leasehold improvements, in each case with any transferable warranty and service rights of those Seller with respect to such Acquired Assets; (iv) all rights under the Contracts set forth on Schedule 1.1(a)(iv) (the “Assumed Contracts”); (v) telephone and fax numbers, including the ones identified on Schedule 1.1(a)(v); (vi) all books and records of such Seller directly related records, except as specifically provided by Section 1.1(b)(v); (vii) all Tax Returns to the extent of, or to the extent maintained for, the Acquired Assets, but excluding any such items if (A) they are included in, or to the extent related to, any Excluded Assets or Retained Liabilities or (B) any Law prohibits their transfer; (viii) any claims or causes of action of Seller (except those claims or causes of action that are specifically related to and arise in connection with the Retained Liabilities) against any third party relating to the Business or the Acquired Assets, whether cxxxxx or inchoate, known or unknown, contingent or non-contingent; (ix) all trademarks, service marks and trade names of Seller (including invoicesthe trademarks and trade names “PeriShip”) and any logos, purchase ordersdesigns, symbols, trade dress or other source indicators associated therewith, any fictitious names, d/b/a’s or similar filings related thereto, or any variant of any of them, all business goodwill associated therewith and any applications therefor or registrations thereof, and vendor any other forms of technology, intangibles, know-how, Intellectual Property or industrial property rights, including any patents, trade secrets, proprietary manufacturing processes, copyrights, rights of publicity, and customer correspondenceany licenses, consents or other agreements relating thereto; (x) any Permits to the extent their transfer is permitted by applicable Law; (xi) all of Seller’s intangible assets related to the Business, including Seller’s goodwill related to the Business; (xii) all lists, documents, records and information, in all formats (tangible and intangible) used by Seller and its Affiliates in connection with or otherwise related to the Business, concerning past, present or prospective clients, customers, suppliers, vendors or other business relations of the Business; and (gxiii) All goodwill all insurance benefits of Seller (except those insurance benefits that are specifically related to and other intangible assets associated arise in connection with the Retained Liabilities), including rights to make claims and proceeds, arising from or relating to the Business, the Acquired Assets or the Assumed Liabilities prior to the Closing. Without limiting the generality of the foregoing; , the Acquired Assets shall include all of the assets of Seller reflected on the Interim Financial Statements and all assets acquired by Seller since the Balance Sheet Date, except to the extent disposed of in each case wherever located, but the Ordinary Course of Business since the Balance Sheet Date or except to the extent specifically excluding those assets described in Section 1.2identified herein as an Excluded Asset.

Purchase and Sale of Acquired Assets. On Subject to the terms and conditions set forth in this Agreement, at the Closing Date (but effective as of the Effective DateTime), each Seller shall sell, assign, transfer, delivergrant, convey and assign deliver to Purchaser, and Purchaser shall purchase, acquire, assume and accept from such Selleraccept, upon the terms free and conditions stated hereinclear of all liens and security interests, but subject to all Permitted Exceptions, all of such Seller’s 's right, title and interest in and to the following:assets, properties, rights, obligations and contracts described in the following paragraphs (a) through (l) (the "Acquired Assets"): (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4)The Real Estate; (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”)The Improvements; (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”)The Tanks; (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)The Docks; (e) All receivables the machinery, equipment, furniture, fixtures, boats, trailers, trucks, automobiles, cranes, tools, spare parts and other tangible personal property owned by Seller at the Terminal including without limitation all the personal property listed or referenced in Schedule 2.1(e); (f) The Inventory; (g) All assignable rights of Seller, if any, under or pursuant to payment arising all warranties, representations and guarantees made by suppliers, licensors, manufacturers and contractors in connection with respect Terminal Assets to customer services provided the extent that such warranties, representations and guarantees (i) relate to claims that accrue or arise on or after the Effective Date Time, (ii) create an obligation to repair or Software for periods on replace Terminal Assets (or following refund the purchase price therefor), (iii) constitute warranties of title or (iv) relate to claims which have not been asserted prior to the Effective Time (whether or not such claims accrued or arose prior to the Effective Time); (h) All rights, obligations and interests of Seller as of the Closing Date in, to and under all Assigned Contracts that are assigned to Purchaser (including without limitation all customer deposits and prepayments), and all obligations of Seller as of the Closing Date under the Assigned Contracts that are subcontracted to Purchaser; (i) All of Seller's records directly relating to any Acquired the ownership, operation and maintenance of the Terminal Assets, including without limitation all training, safety, and maintenance manuals, environmental records, guidelines, procedures and manuals, and all records relating to the Permits or the Assigned Contracts, but excluding the Retained Assets; (fj) Copies of those books and records of such Seller directly related All Permits, but only to the Acquired Assets, including invoices, purchase ordersextent assignable, and vendor and customer correspondenceany pending applications therefor; (k) the Assumed Liabilities; and (gl) All goodwill the rights and other intangible assets associated with benefits in favor of Purchaser under the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2General Release and Indemnity Agreement.

Purchase and Sale of Acquired Assets. On Upon the Closing Date but effective as of terms and subject to the Effective Dateconditions set forth in this Agreement, each Seller at the Closing, CCS shall sell, transfer, deliver, convey assign and assign deliver to PurchaserFUTURETECH, and Purchaser shall purchaserelinquish to FUTURETECH in perpetuity, acquire, free and accept from such Seller, upon the terms and conditions stated hereinclear of all Encumbrances, all of such Seller’s right, title and interest in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCBthe Acquired Assets of OptiCon. As used in this Agreement, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and the term Acquired Assets means all of the assets, properties, goodwill and rights of CCS in OptiCon identified as follows, but excluding, however, such Seller’s software toolsassets, subroutines, rights and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights properties that constitute the Excluded Assets (as defined in Section 2.21.2): A. all right, title and interest of CCS in the OptiCon and OptiCon Network Manager brand name; B. all of the tangible personal property of CCS related to OptiCon as listed in Section 1.1.B of the Disclosure Schedule; C. all rights of CCS in OptiCon, to the extent transferable, under all Federal, state, local and foreign governmental licenses, consents, approvals, authorizations, permits, orders decrees and other compliance agreements relating in any manner to, or used in connection with the operation of, OptiCon, including those listed in Section 1.1.C of the Disclosure Schedule; D. all OptiCon Intellectual Property Rights and Licensed Software (as defined in Sections 3.1.H and 3.1.I, respectively), and the goodwill associated therewith, licenses and sublicenses granted in respect thereto and rights thereunder, together with all claims against third parties for profits and all costs, losses, claims, liabilities, fines, penalties, damages and expenses (including interest which may be imposed in connection therewith), court costs, and reasonable fees and disbursements of counsel, consultants and expert witnesses (collectively, Damages) incurred by reason of the past infringement, alleged infringement, unauthorized use or disclosure or alleged unauthorized use or disclosure of any OptiCon Intellectual Property Rights, together with the right to xxx for, and collect the same, or to xxx for injunctive relief, for OptiCon’s own use and benefit, and for the use and benefit of its successors, assigns or other legal representatives; E. all customer, supplier, advertiser and mailing lists of CCS in OptiCon, including all copies thereof (in whatever media such Sellercopies may exists), relating in any manner to, or used in connection with, the operation of OptiCon, and all rights under any in and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”)information contained therein; (c) All rightF. all business and financial records, titlebooks, ledgers, files, plans, documents, correspondence, lists, plats, architectural plans, drawings, notebooks, specifications, creative materials, advertising and promotional materials, marketing materials, studies, and interest (including rights to payment for customer services which services were rendered on reports relating in any manner to, or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller used in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together connection with the Transferred Resourcesoperation of, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (e) All receivables and rights to payment arising with respect to customer services provided on OptiCon or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired Assets; (f) Copies of those books and records of such Seller directly related to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondencein whatever media they exist; G. all goodwill of CCS relating to OptiCon; and (g) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described H. all Inventory relating to OptiCon as listed in Section 1.21.1.H of the Disclosure Schedule.

Purchase and Sale of Acquired Assets. On Upon the terms and subject to the conditions of this Agreement, on the Closing Date but effective as of the Effective Date, each Seller Sellers shall sell, transfer, deliverassign, convey and assign deliver to PurchaserBuyer, and Purchaser Buyer shall purchase, acquire, accept and accept acquire from such Seller, upon the terms and conditions stated herein, Sellers all of such Seller’s Sellers’ right, title and interest as of the Effective Time in and to the following: assets relating to the Business (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under but excluding the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”Excluded Assets), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferableincluding, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCBto, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) following (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”): (i) all loan accounts, including, but not limited to, all charged off accounts (the “Accounts”), the Receivables Amount and all promissory notes, sales finance contracts and other instruments or agreements from which amount represents prepaid but undelivered maintenance obligations under the Assumed Receivables Amount is derived, and all related documentation (including documents creating or perfecting security interests and Liens to secure the indebtedness due on the Accounts, guarantees and arbitration agreements), and all fees, charges and other sums owing on the Accounts; (ii) all Customer Contracts Books and Records, including all original loan documents, folders, credit reports and analyses, records, financial information and computer generated information, and Sellers’ complete electronic database of payment histories related to the Accounts and the Receivables Amount; (iii) all of Sellers’ rights as beneficiary under, and all other rights of Sellers in or to, all credit health, credit life, property, unemployment, and non-file insurance policies and car club memberships written in connection with Bresnan the Accounts and all proceeds, refunds or benefits due thereon arising after the Effective Time and Sellers’ interest in the reserves related thereto; (iv) all of the furniture, furnishings and equipment owned by Sellers located at the Corporate Office and Branch Offices, including those identified on Schedule 2(a)(iv)(A), and all automobiles owned by Sellers used in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52the Business including those identified on Schedule 2(a)(iv)(B); (ev) All receivables and rights to payment arising with respect to customer services provided on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired AssetsAssumed Leases; (fvi) Copies the Assumed Contracts (including all Licensed Software); (vii) all regulatory deposits and lease deposits; (viii) all Intellectual Property Rights; (ix) all of those books the membership interests in ABS Acquisition, LLC (“ABS”) held by Xxxxxxx Group and records its Affiliates, (A) including the prepayment to ABS (which was reflected on the Balance Sheet as a receivable in the amount of such Seller directly related to approximately $34,500), (B) Xxxxxxx Group’s interest, if any, in the Acquired AssetsAllied Business Systems Customer Agreement, including invoicesdated August 24, purchase orders2005, between Allied Business Systems LLC and vendor Southern Management Corp. and customer correspondence(C) Xxxxxxx Group’s interest, if any, in the Computer Software Maintenance Agreement, dated August 24, 2005, between Allied Business Systems LLC and Southern Management Corp.; and (gx) All goodwill and other intangible assets associated with the foregoing; in each case wherever locatedsubject to Section 8(o), but specifically excluding those assets described in Section 1.2all Sellers’ prepaid expenses.

Purchase and Sale of Acquired Assets. On Upon the Closing Date but effective as terms and subject to the conditions of this Agreement, and for the Effective Dateconsideration set forth in Section 2.1, each at the Closing, Seller shall (and shall cause its appropriate Affiliates to) sell, transferconvey, deliver, convey transfer and assign to Purchaser, and Purchaser shall purchase, acquire, purchase from Seller and accept from such Seller, upon the terms and conditions stated hereinits Affiliates, all of such Seller’s right, title and interest of Seller and its Affiliates in and to the following: (a) All hardware, third-party software licenses, documentation, third-party trademark licenses, fixtures, furniture, equipment and other assets of such Seller, in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other componentsfollowing Assets, whether completed or under development, all prior not in the possession or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, control of Seller or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) Affiliates (collectively, the “Intellectual Property”); (c) All right, title, and interest (including rights to payment for customer services which services were rendered on or following the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts (as hereinafter defined) on and after the Effective Date, including any successor agreements to the Assumed Contracts which are entered into by such Seller with respect to the Business prior to the Closing Date (the “Contract Rights”); (d) Cash in an amount, when all such payments made by Sellers are aggregated, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under free and clear of all Liens. (a) (i) raw materials located at the Assumed Contracts with Bresnan Owned Real Property; (ii) raw materials located elsewhere in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533)the Territory and used exclusively for the manufacture of the Transferred Products; and Page One (iii) work-in-process, finished goods inventories and related packaging of the Transferred Products, in an amount equal each case located in the Territory (collectively, the “Inventory”); (i) U.S. and foreign patents (including all reissues, divisions, continuations and extensions thereof), patent applications and Trademark Rights, in each case as listed on Schedule 1.1(b), and (ii) without limitation of clause (i), all other Intellectual Property Rights related exclusively to $43,081.52the Transferred Products within the Territory (collectively, “Transferred Intellectual Property”), together with the goodwill of the Primary FTG Business in the Territory in connection with which all such Trademark Rights are used; (c) (i) all formulas for the Transferred Products, and (ii) without limitation of clause (i), all Technology related exclusively to the Transferred Products, including products under development exclusively for FTG Applications, including those products under development listed on Schedule 1.1(c), and testing procedures and analytical techniques used exclusively in support of the Transferred Products (“Transferred Technology”); (d) all customer lists, files and records relating to the sale of (x) the Transferred Products in the Territory, (y) the Dual Products for FTG Applications in the Territory and (z) the Supplied Products to the Supplied Products Customers; (e) All receivables and rights to payment arising all supplier lists with respect to customer services provided on or after regarding the Effective Date Primary FTG Business and all other books, records, files and papers with respect to or Software regarding the Business, the Use of the Transferred Products or the Dual Products for periods on FTG Applications or following the Effective Date Use of the Supplied Products by the Supplied Products Customers, in each case in the Territory (including sales reports, cost sheets, bills of material, production data, information with respect to product development, inventory data, business development plans; all documents evidencing Transferred Technology or Transferred Intellectual Property; product formulations with respect to the Transferred Products and batch tickets; specifications of raw materials used in the manufacture of the Transferred Products in the Territory; marketing and other advertising and promotional materials, catalogs, correspondence, mailing lists, sales materials and records, sales order files; copies of information from accounting and employee records related to the Business Employees); provided, however, Seller may keep copies of all such information to the extent relating to any Retained Business; (f) subject to Section 1.2(b)(iv), all Contracts listed on Schedule 1.1(f) and all open customer purchase orders of the Business (the “Assumed Contracts”); (g) the real property (including easements, rights of way and other privileges relating thereto) and associated fixtures and improvements described on Schedule 1.1(g) (the “Owned Real Property”); (i) all machinery, installations, equipment, office equipment, laboratory, research and development and technical service equipment, tools, furniture, raw materials, packaging, spare parts, supplies and other fixed Assets or tangible personal property used or held by or acquired for the Business, in each case that are located at the Owned Real Property, including those items described on Schedule 1.1(h)-1, (ii) all laboratory, research and development and technical service equipment, vehicles and field equipment listed on Schedule 1.1(h)-2, and (iii) any machinery, equipment and other tangible personal property of the Primary FTG Business owned by Seller or any of its Affiliates that is (x) related exclusively to the production of Transferred Products in the Territory and (y) held by customers; (i) all Approvals of the Business related to the ownership or operation of the Owned Real Property to the extent currently in effect, including the Approvals listed on Schedule 1.1(i) (“Permits”); (j) all warranties in favor of Seller or its Affiliates with respect to any of the Acquired Assets; (fk) Copies of those books the right to (i) produce (or have produced), market, distribute and records of such Seller directly related sell the (x) the Transferred Products (subject to the Acquired AssetsLicense Agreement) and (y) the Dual Products within the Territory and, including invoicesin the case of the Dual Products, purchase ordersbeing limited to FTG Applications and being subject to the terms of the licenses granted by Seller to Purchaser pursuant to Sections 1.6(a) and 1.7, and vendor (ii) market, distribute and customer correspondencesell the Supplied Products subject to the terms of the Distribution Agreement; and (gl) All the goodwill and other intangible assets associated with the foregoing; Assets listed above in each case wherever located, but specifically excluding those assets described in this Section 1.21.1.

Purchase and Sale of Acquired Assets. On Upon the Closing Date but effective as of terms and subject to the Effective Dateconditions and provisions contained herein, each at the Closing, the Seller shall sell, convey, transfer, deliver, convey assign and assign deliver to Purchaserthe Buyer, and Purchaser the Buyer shall purchase, acquire, acquire and accept from such the Seller, upon the terms free and conditions stated hereinclear of any and all Encumbrances of any kind or nature whatsoever, all of such Seller’s right, title and interest of the Seller in and to the following:following properties and assets owned by the Seller (but not its subsidiaries) and used in, relating to the Business, whether tangible or intangible, whether real, personal or mixed, whether owned or leased, and wherever located (collectively, the "Acquired Assets"): (a) All hardwareall tangible personal property used in connection with the Business, third-party software licensesincluding, documentation, third-party trademark licenseswithout limitation, fixtures, furnishings, furniture, office equipment and other assets of such Sellersupplies, computer and telecommunication equipment, vehicles, rolling stock, tools, tooling and dies, machinery and equipment, including those set forth in each case, which is necessary to satisfy such Seller’s obligations under the Assumed Contracts, as identified on Schedule 1.1 attached hereto (the “Transferred Resources”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.42.1(a); (b) All right, title, and interest of such Seller in and to the source code, object code, schematics, design tools, and all associated documentation for all of such Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (as defined in Section 2.2) of such Seller, and all rights under any and all contracts for the acquisition or development of any inventories of the foregoingBusiness, including without limitation assignments to such Sellerlimitation, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements)raw materials, covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-forin-hireprocess, any finished goods, packaging materials, spare parts and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser supplies (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4) (collectively, the “Intellectual Property”"Inventory"); (c) All rightall intangible properties and rights used in connection with the Business, titleincluding, without limitation, those intangible properties and rights set forth on Schedule 2.1(c), including all United States and foreign patents and patent applications, trade names (including without limitation, the exclusive right to use the names "Aerovox," "Aeromet", "Supermet" and "Blue Xxxx" and all simulations and variations thereof (except "CGE Aerovox"), subject only to the Seller's right to grant the Temporary License to certain third party purchasers of other assets of the Seller and/or its Affiliates pursuant to Section 6.9 hereof) trademark and service xxxx registrations and applications, common law trademarks and copyright registrations, and interest (including rights to payment for customer services which services were rendered on or following all other intellectual property and rights, proprietary information, know-how, trade secrets, inventions, processes, formulas, specifications, technical data, engineering and production designs, mask work, computer discs and tapes, spreadsheets, plans, diagrams and schematics, and any unregistered intellectual property used in connection with the Effective Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in Business, and under the Assumed Contracts (as hereinafter defined) on Seller's proprietary computer programs and after the Effective Dateother software and firmware, including any successor agreements to Seller's data bases, websites, accounting and reporting formats, systems and procedures used in connection with the Assumed Contracts which are entered into by such Seller Business, together with the licenses with respect to the Business prior to the Closing Date thereto and all common law rights and goodwill appurtenant thereto (the “Contract Rights”"Intellectual Property"); (d) Cash in an amountall rights under any of any contracts, when all such payments made by Sellers are aggregatedagreements, equal leases and licenses to Ninety Seven Thousand Three Hundred Seventy-Four Dollars which the Seller is a party that relate to the Business and 52/100 ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”), which amount represents prepaid but undelivered maintenance obligations under constitute the Assumed Contracts with Bresnan (as set forth in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52)Schedule 2.3 hereto; (e) All receivables all business licenses and rights to payment arising permits of the Seller (including any certifications or approvals of Underwriters Laboratories or other substantially similar organization in the United States, Canada, Mexico or any other applicable jurisdiction) used in connection with respect to customer services provided the Business, including, without limitation, those licenses and permits listed on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired AssetsSchedule 2.1(e); (f) Copies of those books all books, records, files and papers, whether in hard copy or computer format, including, without limitation, plans and specifications, surveys, customer lists, credit information, supplier lists, purchase and sale orders, cost and pricing information, employment and personnel records of such Seller directly related and files, sales and promotional materials and other operating data and information, wherever located, relating to the Acquired Assets and the Business; (g) all claims and rights of the Seller against third parties under contracts, warranties and guaranties received from vendors, suppliers or manufacturers in respect of the Business and/or Acquired Assets, including invoices, purchase orders, and vendor and customer correspondence; and (gh) All all goodwill appurtenant to the foregoing Acquired Assets, and other intangible assets associated with the foregoing; in each case wherever locatedright to represent to third parties that Buyer is the successor to the Business, but specifically excluding those assets described excluding, however, the Excluded Assets set forth in Section 1.22.2 hereof and the Excluded Liabilities.

Purchase and Sale of Acquired Assets. On the Closing Date but effective as of the Effective Date, each Seller shall sell, transfer, deliver, convey (a) Subject to and assign to Purchaser, and Purchaser shall purchase, acquire, and accept from such Seller, upon the terms and conditions stated hereinof this Agreement, Purchaser shall purchase from the Seller, and the Seller shall grant, transfer, sell, convey, assign and deliver to the Purchaser, as a good faith purchaser for value within the meaning of Section 363(m) of the Bankruptcy Code, free and clear of all Liens, interests and Encumbrances to the fullest extent of the Bankruptcy Court’s authority to so order, all of such Seller’s rightrights, title and interest of Seller in and to all of the following:assets, properties and business, other than the Excluded Assets, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned or held by Seller in the Business as the same existed immediately prior to the Closing and including without limitation all rights, title and interest of Seller as of the Closing Date, in, to and under such of the foregoing as more specifically described below (collectively, the “Acquired Assets”): (ai) All hardwareall raw materials, third-party software licenseswork in process, documentationfinished goods, third-party trademark licensessupplies and inventory of the Seller, fixtures, furniture, equipment and all computer records and other assets records relating to the foregoing; (ii) all of such Seller, in each case, which is necessary to satisfy such the Seller’s accounts receivable, notes receivable or other obligations under receivable, other than those notes receivable and other receivables outside the Assumed Contracts, Ordinary Course of Business as identified set forth on Schedule 1.1 attached hereto Exhibit 2.1(b) (the “Transferred ResourcesExcluded Receivables”), to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4); (biii) All rightall personal property and interests therein, titleincluding, without limitation, vehicles, machinery, equipment, furniture, office equipment, tools and interest other tangible property; (iv) all rights of such the Seller in under all executory contracts and unexpired leases (including, without limitation, license agreements pursuant to the source code, object code, schematics, design tools, which Intellectual Property and all associated documentation for all of such Material In-Licensed IP is licensed to Seller’s past or present software products (including but not limited to Connect CCB, Connect IXC, Access IM, Connect RTR, IPC, WPM, Marketing Dashboard, Revenue Assurance Suite, Communications Resources Manager (CRM), and EBP&P), and all of such Seller’s software tools, subroutines, and other components, whether completed or under development, all prior or unreleased versions thereof, and all tangible embodiments (and all copies, extracts, or analyses thereof) in any medium whatsoever, and all right, title, and interest of such Seller in and to its copyrights, patents, trademarks, service marks, trade dress, and any applications therefor (including U.S. patent application number 12055933), and any related Intellectual Property Rights (except as defined set forth in Section 2.22.1(b) of such Seller, and all rights under any and all contracts for the acquisition or development of any of the foregoing, including without limitation assignments to such Seller, covenants to assign inventions to such Seller (including without limitation those assignments contained in subcontractor agreements), covenants to cooperate with such Seller’s obtaining protections of intellectual property, other provisions for ownership by such Seller of a work-for-hire, any and all confidentiality and non-disclosure agreements in favor of a Seller and all agreements similar to the foregoing, in each case to the fullest extent transferable by such Seller to Purchaser (or if not at all transferable, a mutually acceptable arrangement shall be structured as provided in Section 8.4Exhibit 2.1(b) (collectively, the “Assigned Contracts and Leases”); (v) all transferable foreign, federal, state or local or other governmental permits (including occupancy permits), certificates, licenses, consents, authorizations, approvals, registrations or franchises held by the Seller to the fullest extent such right, title and interest may be transferred (collectively, the “Assigned Permits”); (vi) all Intellectual Property owned by the Seller (collectively, the “Assigned Intellectual Property”); (cvii) All rightcopies of all books, titlerecords, files and papers, whether in hard copy or computer format, including, without limitation, all books, records, materials, manuals, sales and promotional materials and records, advertising materials, customer lists, supplier lists, mailing lists, distribution lists, business plans, litigation files, credit information, cost and pricing information, and interest all documents embodying the Assigned Intellectual Property, in each case relating to the Acquired Assets, excluding records which are attorney-client privileged or considered attorney work product; (including viii) any telephone and facsimile numbers, websites, e-mail addresses and Internet domain names; and (ix) all rights to payment for customer services which services were rendered on or following of the Effective Seller as of the Closing Date or for Software (as hereinafter defined) for periods on or following the Effective Date) of such Seller in and under the Assumed Contracts non-competition agreements in favor of the Seller set forth in Exhibit 2.1(a)(ix). (as hereinafter definedb) on and after Notwithstanding Section 2.1(a), the Effective Date, including any successor agreements Seller will not be required to sell or transfer to the Assumed Contracts which are entered into by such Purchaser, and the Acquired Assets shall not include, the following assets or any right or interest in or to any of the following assets (collectively, the “Excluded Assets”): (i) all rights of Seller with respect under this Agreement, the Ancillary Agreements and the agreements and instruments executed and delivered to the Business Seller by Purchaser pursuant to this Agreement; (ii) any executory contracts and unexpired leases to which the Seller is a party or otherwise is bound if, after taking into account Section 365 of the Bankruptcy Code, (i) a Consent is required to be obtained from any Person in order to permit the sale or transfer to Purchaser of Seller’s rights under such contract or lease and (ii) such Consent shall not have been obtained prior to the Closing Date (the “Contract RightsUnassigned Contracts and Leases”); (diii) Cash all cash, cash equivalents (including deposits) and securities in an amountentities other than Seller owned by Seller; (iv) all of Seller’s books, when all such payments made by Sellers are aggregatedrecords, equal to Ninety Seven Thousand Three Hundred Seventy-Four Dollars ledgers, files and 52/100 documents ($97,374.52) (“Prepaid Customer Funds” and, together with the Transferred Resources, Intellectual Property, and Contract Rights, the “Acquired Assets”except that Purchaser may obtain copies of certain records described in Section 2.1(a)(vii), which amount represents prepaid but undelivered maintenance obligations under the Assumed Contracts with Bresnan (in an amount equal to $7,760); Xxxxxxxxxx (in an amount equal to $40,000); Westel (in an amount equal to $6,533); and Page One (in an amount equal to $43,081.52); (ev) All receivables Seller’s formal corporate records, including its certificate of incorporation, bylaws, minute books, corporate books, stock transfer records and other records having to do with the corporate organization of Seller; (vi) any Intellectual Property to the extent that the Seller’s rights thereto are subject to payment the Unassigned Contracts and Leases; (vii) all insurance benefits, including rights and proceeds, arising with respect from or relating to customer services provided the Acquired Assets prior to the date of this Agreement; (viii) the Collaboration Agreement dated March 16, 2000 between the Seller and Healtheon/WebMD Corporation, the First Amendment thereto dated January 5, 2001 and the Second Amendment thereto dated February 1, 2002; (ix) the Lease Agreement dated June 5, 2000 between the Xxxx Xxxxxxxxx, Trustee, or his Successor Trustee, UTA dated 7/20/77 as amended, and Xxxxxxx X. Xxxxx, Trustee, or his Successor Trustee, UTA dated 7/20/77 as amended, and the Seller, including all amendments thereto; (x) the Lease Agreement dated October 26, 2000 between Newcourt Communications Finance Corporation and the Seller, and all items leased thereunder; (xi) the Master Lease Agreement dated as of August 26, 2001, between De Xxxx Xxxxxx Financial Services, Inc. and the Seller, and all items leased thereunder; (xii) the Subscription Agreement dated as of May 14, 2001, by and between PE Corporation, doing business through its wholly owned affiliate the Celera Genomics Group, and the Seller and the Amendment No. 1. thereto dated November 18, 2002 by and between Applera Corporation, through Celera Genomics Group, and the Seller; (xiii) Service Agreement and License No. 1, effective as of November 9, 2001, by and between the Seller and the University of Utah; (xiv) the Excluded Receivables; (xv) any Tax attributes of Seller, including, without limitation, any net operating loss carryovers and any right or claim for a Tax refund attributable to the operations or assets of Seller, whether arising before, on or after the Effective Date or Software for periods on or following the Effective Date relating to any Acquired AssetsClosing; (fxvi) Copies of those books all personnel records and other records of such that Seller directly related is required by any Law to the Acquired Assets, including invoices, purchase orders, and vendor and customer correspondenceretain in its possession; and (gxvii) All goodwill and other intangible assets associated with the foregoing; in each case wherever located, but specifically excluding those assets described in Section 1.2specifically identified as “Excluded Assets” on Exhibit 2.1(b).