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 Time and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in the assets described in this Section 2.1 (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens: (a) the Pipeline; (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”); (c) the real property leased by Seller from a third party (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”); (e) the Records; (f) the Material Contracts; and (g) all other assets or rights used in connection with the Acquired Assets or located at the Acquired Assets other than Excluded Assets or rights associated with the Retained Obligations.

Purchase and Sale of Acquired Assets. 1.1 On the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in this Agreement, Seller shall agrees to sell, convey, assign, transfer and convey deliver to Buyer, and Buyer shall agrees to purchase and acquire from Seller, at the Closing Date, all of Seller’s right, title and interest in and to all of its assets other than the assets described in this Section 2.1 Retained Assets (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted LiensEncumbrances, including without limitation the following: (a) Any and all Contracts (the Pipeline“Assumed Contracts”), other than the Contracts listed as Retained Assets, including but not limited to those Contracts listed on Schedule 1.1(a) of the Seller Disclosure Schedule; (b) the tracts Any and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structuresAcquired Intellectual Property, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating including but not limited to the property described in Intellectual Property listed on Schedule 1.1(b) of the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”)Seller Disclosure Schedule; (c) After repaying the real property leased by Seller from a third party Bridge Advance (excluding the Forgiven Bridge Amount), any and all of Seller’s cash on hand or in Seller’s Bank Accounts, including but not limited to the Bank Accounts listed on Schedule 1.1(c) (the “LeasesTransferred Cash”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights All Accounts Receivable of WaySeller, including such tangible assets described but not limited to those listed in Schedule 2.1(a) (the “Personal Property”)Closing Asset Schedule; (e) the RecordsThe leasehold interests in real property, buildings and improvements thereon, and easements, rights of way and other rights appurtenant thereto; (f) All Inventory and Inventories of work-in-progress, active job orders, and other accessories thereto, of Seller including but not limited to the Material ContractsInventory identified on the Closing Asset Schedule; (g) Any and all furniture, fixtures, equipment, machinery, office and other supplies, computer equipment, and other tangible personal property of Seller (“Tangible Assets”), other than such tangible personal property identified as Retained Assets; (h) The Seller’s current and prospective client list and client data; (i) All Software, including but not limited to the Software listed on Schedule 1.1(i) of the Seller Disclosure Schedule; (j) All books and records used or held for use of the Seller Prepaid Card Business or otherwise relating to the Seller Prepaid Card Business; (k) The name “Allianex” and all derivatives and derivations thereof used by Seller; (l) All goodwill and going concern value of Seller; and (m) All other assets owned by Seller, other than the Retained Assets, whether or not such assets are included in the Seller Disclosure Schedule. 1.2 Anything in Section 1.1 to the contrary notwithstanding, the following assets, properties and rights shall not be Acquired Assets (the “Retained Assets”): (a) The minute books, Charter Documents, stock transfer books and records, and corporate seal of Seller; (b) Payments made and to be made to Seller pursuant to this Agreement and other rights of Seller hereunder; (c) That certain Memorandum of Understanding, dated August 3, 2009, between AdMax Media, Inc. and Seller; (d) Any Contracts between Seller and any of its officers, managers, directors, or members, or between Seller and Equity Holder; (e) Any employment or compensatory agreements of Seller; (f) Any Contracts rejected by Buyer pursuant to Section 1.5; and (g) all other assets or rights used Any tangible personal property listed on Schedule 1.2(f) of the Seller Disclosure Schedule; provided however that Seller agrees to permit the Buyer Parties access and use of such tangible personal property to the extent that such access may be reasonably required by the Buyer Parties in connection with the continuing operation of the business associated with the Acquired Assets or located at Assets. 1.3 Effective on the Closing Date, Seller hereby constitutes and appoints Buyer, its successors and assigns, the true and lawful attorney of Seller with full power of substitution, in Seller’s name and stead, but on behalf and for the benefit of Buyer, its successors and assigns: (i) to collect, demand and receive any and all of the Acquired Assets transferred hereunder and to give receipts and releases for and in respect of the same; (ii) to institute and prosecute in Seller’s name, or otherwise, and at Buyer's costs and expense, for the benefit of Buyer, any and all Proceedings; and (iii) to take any and all other than Excluded reasonable action designed to vest more fully in Buyer the Acquired Assets in order to provide for Buyer the benefit, use, enjoyment and possession of the Acquired Assets. Seller acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable by it or rights associated upon its subsequent dissolution or in any manner or for any reason. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest with the Retained Obligationsrespect thereto.

Purchase and Sale of Acquired Assets. On the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer and convey to Buyer, and Buyer shall purchase purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to (i) the ARCO Shares and (ii) all properties, rights and assets described owned by Seller constituting, or used in this Section 2.1 and necessary for the operation of, the Facilities and the Business (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens:): (a) the Pipeline; (b) the tracts The real property, Improvements thereon, easements and parcels of other rights in real estate owned in fee by Seller as property described in Schedule 2.1(b2.1(a), but subject to the exceptions and encumbrances set forth in the title policy commitments provided to Buyer and described on Schedule 2.1(a) (the “LandTitle Commitments”) together with (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating subject to the property described in the foregoing clauses Permitted Liens (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”); (cb) the The leasehold interests and rights thereunder relating to real property leased by with respect to which Seller from a third party is lessee set forth in Schedule 2.1(b), but subject to the exceptions and encumbrances set forth in the Title Commitments and subject to the Permitted Liens (the “Leased Real Property”), and all leases set forth in Schedule 2.1(b) with respect to the Leased Real Property (the “Assigned Leases”); (c) The machinery, equipment, tools, furniture, boats, vehicles, Inventories and other tangible and intangible personal property owned by Seller and located at or in transit to the easementsFacilities (if related solely to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), rights or, in the case of wayintangible personal property (other than Intellectual Property), permitsotherwise used exclusively for the Facilities or the other Acquired Assets, licenses including any Prepayments and any other type all applicable warranties against manufacturers or vendors to the extent that such warranties are transferable, in each case as in existence on the Effective Date, but excluding such items disposed of real property use agreement by Seller in which Seller has rights or any interest the ordinary course of business during the Interim Period and which is held including such additional items as may be acquired by Seller for use in connection with respect to the assets described Acquired Assets in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c)ordinary course of business during the Interim Period; (d) All Permits (including all pending applications for Permits or renewals thereof) relating to the tangible assets ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to 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) (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 in violation of any applicable covenants in Section 5.5; (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) (the “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 located on the Real Property or primarily used primarily in connection with the Pipeline which do not constitute Real Property or Rights operation of Way, including such tangible assets described the Facilities set forth in Schedule 2.1(a2.1(g) (the “Personal Assigned Intellectual Property”); (eh) Subject to Section 2.2(f), the Recordsrights of Seller to the use of the names of the Facilities set forth in Schedule 1; (fi) Those Environmental Attributes set forth in Schedule 2.1(i), excluding such Environmental Attributes or portions thereof disposed of by Seller in the Material Contractsordinary 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; and (gj) all other assets All rights of Seller in and to 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 excluding any such rights of Seller in, to or rights used in connection with the Acquired Assets under any insurance policies of Seller or located at the Acquired Assets other than Excluded Assets or rights associated with the Retained Obligationsany insurance proceeds therefrom.

Purchase and Sale of Acquired Assets. On (a) At the Closing DateClosing, but effective as of upon the Effective Time terms and subject to the terms and conditions set forth in this Agreement, Buyer agrees to purchase, acquire and accept from Seller, and Seller shall agrees to sell, assign, transfer transfer, convey and convey deliver to Buyer, free and Buyer shall purchase and acquire from Seller, clear of all Liens (other than Permitted Liens) all of Seller’s right, title and interest in, to and under the assets owned, used or held for use primarily in the assets described in this Section 2.1 operation of the Facility (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liensincluding the following: (a) the Pipeline; (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings deposits and other structuresexpenses that have been prepaid by Seller, facilities including security deposits with third-party suppliers or improvements currently vendors, prepaid lease and rental payments, prepaid Property Taxes, postage, utility deposits, and expenses attributable to the ownership or hereafter located thereon operation of the Facility, including as set forth or described in Section 2.01 (a)(i) of the Seller Disclosure Schedule, but excluding any such prepaid deposits and permanently affixed thereto; expenses attributable to Excluded Assets or that constitute Excluded Assets; (ii) all fixtures, systems, owned Inventories located in or leased equipment on the Owned Real Property or the Transferred Easements or otherwise used or held for use primarily in the operation of the Facility (including any Inventory stored at the common facilities of the Rock Springs Generation Facility) and other items as set forth or disclosed in Section 2.01(a)(ii) of tangible personal property situated thereon or attached thereto; and the Seller Disclosure Schedule; (iii) the Owned Real Property and all easementsImprovements located therein or thereon (including any partial interest therein); (iv) the Leases and all Improvements located in or on the Leased Real Property; (v) the Transferred Easements and all Improvements located in or on the Easement Real Property (including any partial interest therein); (vi) Except as set forth in Section 2.01(b)(x), licensesall items of Tangible Personal Property (including equipment and capital spare parts) located in or on the Owned Real Property, the Leased Real Property or the Transferred Easements or otherwise used or held for use primarily in the operation of the Facility, including any partial interests therein, and including (A) as set forth or disclosed in Section 2.01(a)(vi) of the Seller Disclosure Schedule and (B) any Option Capital Spares identified in an Option Capital Spares Notice delivered by Buyer in accordance with Section 2.02(c), if any; (vii) all rights and appurtenances of Seller under the Contracts primarily relating to the property described Acquired Assets, Assumed Liabilities or the Facility, including those set forth in Section 2.01(a)(vii) of the foregoing clauses Seller Disclosure Schedule (the Landcollectively, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real PropertyAssumed Contracts”); (cviii) to the real property leased extent transferable pursuant to applicable Law (including upon request or application to a Governmental Entity or which will pass to Buyer as successor in title to any other Acquired Assets by operation of Law), all Permits (including Environmental Permits) related to the ownership or operation of the Facility, including as set forth or described in Section 2.01(a)(viii) of the Seller from a third party Disclosure Schedule (the “LeasesTransferred Permits”); (ix) all documents, books, records and the easementsfiles, rights of wayincluding all documents, permitsinstruments, licenses papers, electronic correspondence, records and files stored on computer disks or tapes or any other type of real property use agreement in which Seller has rights or any interest storage medium, studies, reports, drawings, microfilms, photographs, letters, journals, title policies, regulatory filings, purchase orders, invoices, shipping records, operating records, operating, safety and which is held by Seller for use with respect maintenance manuals, engineering design plans relating to the assets described current operation of the Facility, blueprints and as-built plans, user documentation (including installation guides, user manuals, training materials, release notes, working papers, etc.), equipment repair, safety, maintenance or service records, technical data, financial and operating data, environmental records, final versions of plans and studies, accounting and Tax records (including Tax Returns), ledgers, filings or other documentation relating to any litigation or other Liability, external correspondence arising in this Section (the “Rightslast three years and other books and records, whether in paper, e-of-Way”)mail, digital or other tangible form, in each case, includingto the extent material to and used in or associated with the ownership or operation of the Facility, without limitation, those certain Leases and Rights-of-Way including as set forth or described in Section 2.01(a)(ix) of the Seller Disclosure Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Waycollectively, including such tangible assets described in Schedule 2.1(a) (the “Personal PropertyRecords”); (ex) all right, title and interest of Seller in and to the RecordsIntellectual Property set forth or described in Section 2.01(a)(x) of the Seller Disclosure Schedule, and all other Intellectual Property owned or licensed by Seller that is primarily used by Seller in connection with or in support of the ownership or operation of the Facility, and the rights of Seller to the use of the name of the Facility; (fxi) the Material ContractsTransferred Allowances, which Seller shall deliver to and Buyer shall accept in the Emission Allowance Accounts designated by Buyer within five (5) Business Days after Closing, and which shall be subject to gross up in accordance with Section 5.08(g); (xii) all causes of action (including counterclaims), defenses, claims, credits, demands, remedies or rights of set-off of any kind against Third Parties to the extent relating to or arising from any Assumed Liability or the ownership or operation of the Facility, including all such rights under or pursuant to warranties, representations, covenants, agreements, indemnities or guarantees made or provided in any Assumed Contracts or otherwise; (xiii) all applicable warranties from manufacturers or vendors, to the extent that such warranties are transferable, and all rights, including the right to make a claim, under applicable warranties, in each case, as in existence on the date hereof, and including such additional claims as may be initiated by Seller or its Affiliates in connection with the ownership or operation of the Facility in the ordinary course of business prior to the Closing in accordance with this Agreement; (xiv) all goodwill relating to the ownership or operation of the Facility; (xv) all PJM capacity supply obligations, rights and revenues associated with the Facility for any period of time subsequent to the Closing; and (gxvi) all the assets listed on Section 2.01(a)(xvi) of the Seller Disclosure Schedule. (b) Notwithstanding any other assets provision of this Agreement, Seller shall not sell, assign, transfer, convey or deliver to Buyer, and Buyer shall not purchase, acquire or accept, any right, title and interest in or to any of the following (collectively, the “Excluded Assets”): (i) any assets, properties, goodwill or rights, including rights used under Contract, of Seller or any of its Affiliates not primarily related to the Facility; (ii) Seller’s rights under this Agreement (including the right to receive the Purchase Price) and under any of the ancillary agreements to be entered into in connection with the transactions contemplated hereby; (iii) except as set forth in Section 2.01(a), all Current Assets; (iv) all documents, books, records and files of Seller other than the Records (copies of which may be retained by Seller); (v) the organizational documents, qualifications to do business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller or any of its Affiliates, whether before, on or after the Closing Date; (vi) Contracts that are not Assumed Contracts, Permits that are not Transferred Permits and Intellectual Property or Intellectual Property licenses not included among the Acquired Assets; (vii) all shares of capital stock or other equity interests of Seller or any of its Affiliates or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of Seller or any of its Affiliates; (viii) all claims that Seller may have against any Third Party primarily with respect to any Excluded Assets or Excluded Liabilities; (ix) Tax refunds, credits, abatements or similar offsets against Taxes of Seller (other than pre-paid Property Taxes as provided in Section 2.01(a)(i) and any refunds or credits of Property Taxes allocated to the Post-Closing Tax Period that are borne by Buyer) including, for the avoidance of doubt, any refunds or credits of Taxes relating to the Acquired Assets or located the Facility that are allocable to the Pre-Closing Tax Period that are borne by Seller; (x) any Option Capital Spares not identified in an Option Capital Spares Notice delivered by Buyer in accordance with Section 2.02(c), if any; (xi) insurance proceeds; (xii) condemnation awards with respect to acts of condemnation occurring prior to the Closing Date; (xiii) Claims of Seller in Old Dominion Elec. Coop., 151 FERC ¶ 61,207 (2015), reh’g denied, 154 FERC ¶ 61,155 (2016), appeal docketed, Xx. 00-000 (X.X. Xxx. 2016), and any recovery thereon or proceeds thereof; (xiv) all revenues relating to Seller’s Reactive Service Tariff; (xv) all PJM rights and revenues associated with the Facility for any period on or prior to the Closing, including transactions under the PJM Tariff for the sale of ancillary services (as defined in the PJM Tariff) or day-ahead or intra-day sales of electrical energy; (xvi) with respect to the Existing O&M Agreement, all deposits, expenditures and expenses that have been prepaid by Seller, including security deposits, less all accrued liabilities or other amounts payable by Seller thereunder, in each case, with respect to the period prior to the Closing Date; and (xvii) all cash and cash equivalents of Seller as of the Closing Date, and any revenues, proceeds, accounts and notes receivable relating to the period prior to the Closing Date. (c) Effective at the Closing, upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to assume and become responsible for the following Liabilities to the extent relating to the Acquired Assets (and solely to the extent they do not constitute Excluded Liabilities) (the “Assumed Liabilities”): (i) all Liabilities of Seller under the Assumed Contracts other than relating to breaches by Seller prior to the Closing; (ii) all Liabilities with respect to the Transferred Permits other than relating to breaches by Seller prior to the Closing; (iii) the portion of any Transfer Taxes allocated to Buyer pursuant to Section 5.03(c) and the portion of Property Taxes allocable to the Post-Closing Tax Period; (iv) all other Liabilities to be expressly assumed by Buyer pursuant to this Agreement; (v) Permitted Liens and Claims under Environmental Law, whether arising before, on or after the Closing; (vi) all post-Closing Liabilities and obligations to surrender and retire Emission Allowances to cover or account for the emissions of sulfur dioxide, annual nitrogen oxide, seasonal nitrogen oxide or carbon dioxide by the Facility pursuant to Environmental Laws, including CSAPR, RGGI and Title IV of the Clean Air Act, and associated state programs (the “Transferred Emission Liabilities”); (vii) without limiting the representations and warranties of the Seller set forth in Article ARTICLE 3 and Buyer’s rights under Article 8, all post-Closing Liabilities of any nature whatsoever arising from the ownership or operation of the Acquired Assets and the Facility subsequent to the Closing; (viii) all Liabilities, including fines or penalties, imposed by any Governmental Entity relating to or otherwise arising out of Laws associated with the reliability of the bulk electric system, including NERC Reliability Standards, whether arising before, on or after the Closing, except to the extent resulting from the actions or express directions of Seller; and (ix) all Liabilities set forth or described in Section 2.01(c)(vii) of the Seller Disclosure Schedule. (d) Notwithstanding any other provision of this Agreement, Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for, any of the following Liabilities, whether arising prior to, on or after the Closing Date (the “Excluded Liabilities”): (i) all Current Liabilities (other than the Transferred Emission Liabilities); (ii) all Liabilities of Seller with respect to the ordering or purchasing of capital spare parts; (iii) all (A) Transaction Expenses and (B) Indebtedness of Seller and its Affiliates or that is otherwise secured, directly or indirectly, in whole or in part, by any of the Acquired Assets or to which any of the Acquired Assets are otherwise subject; (iv) all Liabilities (A) relating to or arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets or rights associated with any other assets of Seller or its Affiliates that are not Acquired Assets, or (B) of any nature whatsoever to the Retained Obligationsextent arising from the ownership or operation of the Acquired Assets and the Facility prior to the Closing, except to the extent expressly set forth in Sections 2.01(c)(i), (ii), (iv), (v), (viii) and (ix); and (v) all Taxes of Seller and any Affiliate of Seller (other than the portion of Property Taxes allocable to the Post-Closing Tax Period and all Transfer Taxes allocated to Buyer pursuant to Section 5.03(c)), including any such Taxes imposed on Buyer as a withholding agent or as a transferee.

Purchase and Sale of Acquired Assets. On At the Closing Date, but effective as of and on the Effective Time terms and subject to the terms and conditions set forth in this Agreement, Seller TDK shall sell, assignand shall cause the other Selling Entities to sell, transfer to Imation and convey to Buyerthe other Acquiring Entities, and Buyer Imation shall purchase purchase, and acquire shall cause the other Acquiring Entities to purchase, from SellerTDK and the other Selling Entities, all of Seller’s right, title and interest of the Selling Entities in and to: (a) the issued and outstanding equity interests of each of the Acquired Entities (the “Acquired Shares”); and (b) either directly or through the transfer of the Acquired Shares, all of the following assets primarily related to or primarily used in the assets described in this Section 2.1 Business, to the extent of the Relevant Entities’ interests therein (collectivelysuch assets, together with the Acquired Shares, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens:): (ai) the Pipelinewarehouse and repackaging facility owned by TDK Electronics Corporation located at Anaheim, California, including all buildings, structures, improvements and fixtures appertaining thereto (the “Anaheim Facility”); (bii) leasehold interests in all of the tracts and parcels real property leased or occupied by any of real estate owned in fee by Seller the Relevant Entities pursuant to a lease, as described in set forth on Schedule 2.1(b) (the “Land”) 2.8, together with any of the Relevant Entities’ rights to improvements and fixtures thereon; (iiii) all buildings personal property, including machinery, equipment, tools, furniture, office equipment, computer hardware, supplies, materials, and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment vehicles and other items of tangible personal property situated thereon (other than the Inventories) owned or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”); (c) the real property leased by Seller from a third party any of the Relevant Entities (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Tangible Personal Property”); (eiv) any express or implied warranty by the Recordsmanufacturers, sellers or lessors of any item of Tangible Personal Property or component part thereof, rights of return, rebate rights or over-payment recovery rights of any of the Relevant Entities relating to these items, to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10; (fv) all accounts and notes receivable, factored receivables, checks, negotiable instruments and chattel papers from customers of any of the Relevant Entities or earned in respect of Subject Products or Ancillary Products shipped or provided by any of the Relevant Entities; (vi) all inventories, wherever located, of Subject Products and Ancillary Products, including all finished goods, work in process, spare parts, packaging, and other materials and supplies not including any ordered items not yet accounted for as inventory on TDK’s financial statements (the “Inventories”); (vii) any express or implied warranty by the manufacturers or sellers of any item of the Inventories, as well as rights of return, rebate rights, over-payment recovery rights and other similar rights of any of the Relevant Entities with respect thereto, to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10; (viii) all rights of any of the Relevant Entities with respect to deposits, prepaid expenses, claims for refunds and rights to offset, other than any such rights arising out of the prior payment of Taxes, and any interest payable to any of the Relevant Entities with respect thereto; (ix) all Contracts of any of the Relevant Entities or of which any of the Relevant Entities is a third party beneficiary, including all warranty rights of any of the Relevant Entities relating to any Subject Products or Ancillary Products sold or shipped by any of the Relevant Entities prior to Closing, including, for the avoidance of doubt, the Contract entitled Joint Venture Agreement, dated March 27, 1979, by and between TDK Electronics Co., Ltd., and Toyoda Tsusho Kaisha, Ltd., Convoy International Pty. Limited, and Mxxxxxx Xxxxxxxx Goldfinch (the “Acquired Contracts”); (x) all Governmental Authorizations (including the Governmental Authorizations listed on Schedule 2.16(b)) held by any of the Relevant Entities and primarily related to the Business and all pending applications of any of the Relevant Entities for or renewals of any such Governmental Authorizations, in each case to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.10; (xi) all written materials, data and records primarily related to or primarily used in the Business, including (1) client, customer, prospect, supplier, dealer and distributor lists and records, (2) information regarding referral sources, (3) product catalogs and brochures, (4) sales and marketing, advertising and promotional materials, (5) marketing research and reports, (6) equipment logs, (7) service, warranty and claim records, (8) records relating to the Inventories, (9) maintenance records and other documents relating to the real property and the Tangible Personal Property, (10) purchase orders and invoices, (11) sales orders and sales order log books, (12) material safety data sheets, (13) price lists, (14) quotations and bids, (15) operating guides and manuals, (16) correspondence, and (17) books, records, journals and ledgers; (xii) all Owned Intellectual Property Rights, including all such items listed on Schedule 2.12 (a) (i), together with all rights of any of the Relevant Entities to institute or maintain any action to protect the same and recover damages for any infringement thereof; (xiii) all Licensed-In Intellectual Property Rights for the use of Software (other than Software that is incorporated in any Licensed Products) used by any of the Relevant Entities in the conduct of the Business as of the Closing, including all such items listed on Schedule 2.12(a)(iii), in each case to the extent transferable without the consent of any third Person or as to which a Consent has been obtained pursuant to Section 1.11; (xiv) all Licensed-In Intellectual Property Rights embodied in Software that is incorporated in any Licensed Products that are marketed or distributed by the Relevant Entities as of Closing, including all such items listed on Schedule 2.12(a)(iii), together with all rights of any of the Relevant Entities to institute or maintain any action to protect the same and recover damages for any infringement thereof; (xv) all Licensed-In Intellectual Property Rights other than those relating to Software, including all such items listed on Schedule 2.12(a)(ii), together with all rights of any of the Relevant Entities to institute or maintain any action to protect the same and recover damages for any infringement thereof (such Intellectual Property Rights, together with the Intellectual Property Rights described in Sections 1.1(b)(xii), 1.1(b)(xiii), and 1.1(b)(xiv), the “Acquired Intellectual Property”); (xvi) (i) the Material Contractsgoing concern value of the Business, (ii) goodwill associated with the Business, except to the extent embodied in any trademark, and (iii) directory and other listings, facsimile names, telephone and facsimile numbers and addresses of the Business, and any rights that any of the Relevant Entities may have to institute or maintain any action to protect the same and recover damages for any misappropriation or misuse thereof; (xvii) all insurance proceeds received or receivable from insurance policies providing coverage for the Acquired Assets or the Acquired Entities in connection with the damage or complete destruction of any of the Acquired Assets after the date hereof and prior to the Closing that would have been included in the Acquired Assets but for such damage or complete destruction (xviii) all the issued patents listed on Schedule 1.1(b)(xviii); and (gxix) all rights, claims, choses-in-action, rights-in-action, rights to tender, and other assets similar claims of any of the Relevant Entities primarily related to the Business or rights used in connection with the Acquired Assets Assets, whether cxxxxx or located at the Acquired Assets other than Excluded Assets inchoate, known or rights associated with the Retained Obligationsunknown, contingent or otherwise.

Purchase and Sale of Acquired Assets. On the Closing Date, but effective as of the Effective Time and subject Subject to the terms and conditions set forth in of this Agreement, at the Closing, Seller shall sell, assigntransfer, transfer convey, assign and convey deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and delivered to Purchaser, and Buyer Purchaser shall purchase and acquire from Seller, all of Seller’s right, title and interest interest, direct or indirect, in the assets described in this Section 2.1 and to all of Seller’s assets, properties and rights of every nature, kind and description, whether tangible or intangible, real, personal or mixed, accrued or contingent (including goodwill), wherever located (collectively, but excluding the Excluded Assets, the “Acquired Assets”), . The Acquired Assets shall be transferred to Purchaser free and clear of any and all Liens Encumbrances, other than Permitted LiensEncumbrances. The Acquired Assets shall include, without limitation, all of Seller’s right, title and interest in and to the following, in each case to the extent that such assets exist as of the Closing Date and are related to the Company’s Business: (a) all assets: (i) recorded or reflected on the PipelineBalance Sheet (excluding, for the avoidance of doubt, Excluded Assets); (ii) acquired by Seller since the Balance Sheet Date which, had they been held by Seller on such date, would have been recorded or reflected on such Balance Sheet; and (iii) that would be recorded or reflected on a balance sheet of the Company’s Business as of the Closing Date prepared in accordance with the Accounting Principles; (b) all receivables (including notes, accounts receivable, loans receivable and advances) arising from the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”)Company’s Business; (c) all rights under the real property leased by Seller from a third party (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c)Assumed Contracts; (d) the tangible assets owned by Seller all Computer Systems, Personal Property and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”)inventory; (e) all rights, title and interest in and to the RecordsCompany Intellectual Property; (f) the Material Contracts; andgoodwill and going concern value of the Company’s Business; (g) all other assets or rights used Permits; (h) all Business Records; provided, that Seller shall be permitted to retain a copy of such Business Records in connection accordance with the Acquired Assets or located at the Acquired Assets other than Excluded Assets or rights associated with the Retained Obligations.its applicable record retention policies; (i) all Prepaid Items; and

Purchase and Sale of Acquired Assets. 1.1 On the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in this Agreement, Seller shall agrees to sell, convey, assign, transfer and convey deliver to Buyer, and Buyer shall agrees to purchase and acquire from Seller, at the Closing Date, all of Seller’s right, title and interest in the assets described in this Section 2.1 (collectively, the “Acquired Assets”)and to all of its assets, free and clear of any and all Liens other than Permitted LiensEncumbrances, including without limitation the following: (a) Any and all Contracts (the Pipeline“Assumed Contracts”), other than the Contracts listed as Retained Assets, including but not limited to those Contracts listed on Schedule 1.1(a) of the Seller Disclosure Schedule; (b) Any and all Acquired Intellectual Property, including but not limited to the tracts Intellectual Property listed on Schedule 1.1(b) of the Seller Disclosure Schedule; (c) All Accounts Receivable of Seller, including but not limited to those listed in the Closing Asset Schedule; (d) The leasehold interests in real property, buildings and parcels improvements thereon, and easements, rights of real estate owned in fee by way and other rights appurtenant thereto; (e) All Inventory and Inventories of work-in-progress, active job orders, and other accessories thereto, of Seller as described in including but not limited to the Inventory identified on the Closing Asset Schedule; (f) Any and all furniture, fixtures, equipment, machinery, office and other supplies, computer equipment, and other tangible personal property of Seller (“Tangible Assets”); (g) The Seller’s current and prospective client list and client data; (h) All Software, including but not limited to the Software listed on Schedule 2.1(b1.1(i) (of the “Land”) together with Seller Disclosure Schedule; (i) All books and records used or held for use of the Seller Business or otherwise relating to the Seller Business; (j) The name “WealthMakers” and all buildings derivatives and derivations thereof used by Seller; (k) All goodwill and going concern value of Seller; (l) All other structuresassets owned by Seller, facilities whether or improvements currently or hereafter located thereon not such assets are included in the Seller Disclosure Schedule; (m) The minute books, Charter Documents, stock transfer books and permanently affixed theretorecords, and corporate seal of Seller; and (n) All bank accounts of Seller. 1.2 Effective on the Closing Date, Seller hereby constitutes and appoints Buyer, its successors and assigns, the true and lawful attorney of Seller with full power of substitution, in Seller’s name and stead, but on behalf and for the benefit of Buyer, its successors and assigns: (i) to collect, demand and receive any and all of the Acquired Assets transferred hereunder and to give receipts and releases for and in respect of the same; (ii) to institute and prosecute in Seller’s name, or otherwise, and at Buyer's costs and expense, for the benefit of Buyer, any and all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached theretoProceedings; and (iii) all easements, licenses, rights to take any and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”); (c) the real property leased by Seller from a third party (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”); (e) the Records; (f) the Material Contracts; and (g) all other assets or rights used reasonable action designed to vest more fully in connection with Buyer the Acquired Assets or located at in order to provide for Buyer the benefit, use, enjoyment and possession of the Acquired Assets other than Excluded Assets Assets. Seller acknowledges that the foregoing powers are coupled with an interest and shall be irrevocable by it or rights associated upon its subsequent dissolution or in any manner or for any reason. Buyer shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest with the Retained Obligationsrespect thereto.

Purchase and Sale of Acquired Assets. On At the Closing Date, but effective as of and on the Effective Time terms and subject to the terms and conditions set forth in this Agreement, Seller shall the Company agrees to sell, assignor to cause the Selling Subsidiaries to sell (the Company and the Selling Subsidiaries being collectively referred to herein as the “Selling Companies”), transfer to Buyer or such wholly-owned Subsidiaries of Buyer as Buyer may designate in writing to the Company prior to the Closing (Buyer and convey such designated wholly-owned Subsidiaries being collectively referred to Buyeras the “Purchasing Companies”), and Buyer shall purchase agrees to buy, or to cause the other Purchasing Companies to buy, from the Selling Companies, free and acquire from Sellerclear of all Encumbrances other than Permitted Encumbrances and Encumbrances listed on Schedule 3.7(c), all of Seller’s right, title and interest in and to all of the assets described of the Company or the Selling Subsidiary, as applicable, that are used exclusively in this Section 2.1 the Business as conducted on the date hereof (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens:as more specifically described below (but excluding the Excluded Assets): (a) the Pipelineleasehold interests in the real property leased or otherwise used or occupied by the Company exclusively for the Business as listed on Schedule 2.1(a)(i), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a), including all improvements and fixtures thereon and all rights and easements appurtenant thereto, including those listed on Schedule 2.1(a)(ii) but excluding such leases for which both (i) the Company is required to obtain a Required Consent pursuant to Section 5.5 and (ii) the Company has not obtained such Required Consent as of the Closing Date, unless otherwise agreed to by the parties (the “Acquired Leases”); (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structuresmachinery, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixturesequipment, systemstools, owned or leased equipment furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property situated thereon (other than the Inventories) owned or attached thereto; leased by the Company exclusively for the Business under Capital Leases (wherever located and (iiiwhether or not carried on the Company’s books) all easementsas listed on Schedule 2.1(b), licenses, rights and appurtenances relating as such schedule may be updated from time to the property described in the foregoing clauses (the Landtime pursuant to Table of Contents Section 10.11(b) or Section 2.3(a), together with any transferable express or implied warranty by the property manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and assets described in any other rights of the foregoing clauses Company relating to these items (i) though (iii) referred to herein as the “Real Tangible Personal Property”); (c) all (i) accounts receivable and other rights to payment from customers of the real property leased by Seller from a third party (Company related exclusively to the “Leases”) Business for goods sold or services rendered and the easementsfull benefit of all security for such accounts or rights to payment, (ii) other accounts or notes receivable of the Company and the full benefit of all security for such accounts or notes, and (iii) the Company’s rights related to any of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c)foregoing; (d) all inventories related exclusively to the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of WayBusiness, wherever located, including such tangible assets described all finished goods, work in Schedule 2.1(a) process, raw materials, ingredients, spare parts, packaging and all other materials and supplies to be used, consumed, sold, resold or distributed by the Company, together with any transferable 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 Company’s rights related to any of the foregoing (the “Personal PropertyInventories”); (e) the RecordsContracts related exclusively to the Business to which the Company is a party as listed on Schedule 2.1(e), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a), but excluding those Contracts for which both (i) the Company is required to obtain a Required Consent pursuant to Section 5.5(a) and (ii) the Company has not obtained such Required Consent as of the Closing Date, unless otherwise agreed to by the parties (the “Acquired Contracts”); (f) all Governmental Authorizations held by the Material Contracts; andCompany related exclusively to the Business as listed on Schedule 2.1(f), as such schedule may be updated from time to time pursuant to Section 10.11(b)or Section 2.3(a), and all pending applications for or renewals of Governmental Authorizations; (g) Except as otherwise provided in the Master License Agreement, all other assets sales and promotional literature used exclusively in the Business and all customer lists related to the Business, including those summarized on Schedule 2.1(g), as such schedule may be updated from time to time pursuant to Section 10.11(b) or rights used in connection with Section 2.3(a), provided, however, that the Acquired Assets or located at Company shall be entitled to retain copies of all customer lists provided to Buyer pursuant to this Section 2.1(g); (h) the Acquired Assets Owned Intellectual Property Rights (other than Excluded Assets Software) related exclusively to the Business as listed on Schedule 2.1(h), as such schedule may be updated from time to time pursuant to Section 10.11(b)or Section 2.3(a), and all rights that the Company may have to institute or rights associated with maintain any action to protect the Retained Obligations.same and recover damages for any infringement thereof including the right to recover damages for past infringement;

Purchase and Sale of Acquired Assets. On Except as otherwise provided in Section 2.1(b), pursuant to the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer transfer, convey and convey deliver to Buyer, Purchaser and Buyer Purchaser shall purchase and acquire accept from Seller, all of Seller’s 's (or in the case of Factored Receivables, any Affiliate of Seller) right, title and interest in, to and under the properties, tangible and intangible assets, goodwill, privileges, claims, contracts and business of Seller constituting the Division, as it shall exist on the Transfer Date, subject to changes in the assets described in this Section 2.1 ordinary course of business between the Transfer Date and the Closing Date, but excluding the Excluded Assets (collectivelyall of the foregoing being referred to collectively as the "Acquired Assets"), including, but not limited to, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liensfollowing: (ai) the Pipeline; (b) the tracts and parcels of real estate owned in fee property leased by Seller as described in tenant for the exclusive use of the Division set forth on Schedule 2.1(b) (2.1(a)(i), together with, to the “Land”) together with (i) extent leased by Seller, all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) used by the Division, all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon of Seller attached or attached appurtenant thereto; , and (iii) all easements, licenses, rights and appurtenances relating to the property described in foregoing (collectively, the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “"Leased Real Property”"); (cii) all items of tangible personal property, or distinct groups of equipment, supplies, furniture, fixtures, personalty, vehicles and other tangible personal property used in the real property business of the Division or owned or leased by Seller for the use of the Division, other than Inventories (collectively, the "Tangible Personal Property"); (iii) all Inventories; (iv) all Receivables and all cash generated from a third party Receivables or otherwise from the operation of the business of the Division collected between the Transfer Date and the Closing Date in excess of cash applied to the payment of Assumed Liabilities; (v) all Customer Information; (vi) all Intellectual Property, including without limitation all rights to the "LANSystems" name and all derivations thereof and all telephone and telecopier numbers and "Website" (URL) and IP and e-mail addresses used primarily by the Division; (vii) all contracts pertaining to the business of the Division, including but not limited to those contracts which are listed and described on Schedule 2.1(a)(vii) (the “Leases”) "Assigned Contracts"), but not including the Excluded Contracts, and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use all deposits received with respect to the assets described in this Section Assigned Contracts; (the “Rights-of-Way”viii) all general, financial and personnel records, computer software programs and databases (including source codes), correspondence and other files, operating data, records and documents (A) set forth on Schedule 2.1(a)(viii) or (B) which relate to, or are used in, the business of the Division, in each caseeither case in whatever form (including electronic media) and wherever located on the Closing Date; (ix) all claims, warranty rights, causes of action, choses in action, rights of recovery and rights of set-off of Seller of any kind pertaining to or arising out of the business of the Division on or after the Transfer Date; (x) all rights to goods and services and all other economic benefits arising out of prepayments, payments in advance and deposits by Seller to 11 the extent related to the operations of the Division, including, without limitationbut not limited to, those certain Leases prepaid rents, service contracts and Rights-of-Way described in Schedule 2.1(c)the costs of producing and developing continuing marketing and advertising programs, but excluding any prepaid taxes; (dxi) the tangible assets owned by Seller and located on goodwill incident to the Real Property or used primarily in connection with business of the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”)Division; (exii) other than as set forth in Schedule 2.1(a)(xii), all other assets of Seller used exclusively in the Records; (f) business of the Material ContractsDivision, not included within the categories described above, whether or not included or reflected in the Financial Statements or on the books and records of Seller; and (gxiii) all other assets licenses, permits or rights used in connection with franchises issued by any federal, state, municipal or governmental authority which relate exclusively to the Acquired Assets Facilities, the Leased Real Property or located at the Acquired Assets other than Excluded Assets business of the Division on the Closing Date, to the extent transferable (the "Permits"), except for those licenses, permits or rights associated with the Retained Obligationsfranchises listed on Schedule 2.1(a)(xiii).

Purchase and Sale of Acquired Assets. On Upon the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in this Agreement, Seller at the Closing, FTC shall sell, assigntransfer, transfer assign and convey deliver to BuyerOPTICON, and Buyer shall purchase relinquish to OPTICON in perpetuity, free and acquire from Sellerclear of all Encumbrances, all of Seller’s right, title and interest in and to all of the assets described Acquired Assets of OptiCon. As used in this Section 2.1 (collectivelyAgreement, the “term Acquired Assets”)Assets means all of the assets, free properties, goodwill and clear rights of any FTC in OptiCon identified as follows, but excluding, however, such assets, rights and properties that constitute the Excluded Assets (as defined in Section 1.2): A. all Liens other than Permitted Liens: (a) right, title and interest of FTC in the PipelineOptiCon and OptiCon Network Manager brand name; (b) B. all of the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; of FTC related to OptiCon as listed in Section 1.1.B of the Disclosure Schedule; C. all rights of FTC in OptiCon, to the extent transferable, under all Federal, state, local and (iii) all easements, foreign governmental licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Landconsents, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”); (c) the real property leased by Seller from a third party (the “Leases”) and the easementsapprovals, rights of wayauthorizations, permits, licenses orders decrees and other compliance agreements relating in any other type of real property use agreement in which Seller has rights manner to, or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”); (e) the Records; (f) the Material Contracts; and (g) all other assets or rights used in connection with the Acquired Assets 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 located at 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 FTC in OptiCon, including all copies thereof (in whatever media such copies may exists), relating in any manner to, or used in connection with, the operation of OptiCon, and all rights in and to the information contained therein; F. all business and financial records, books, ledgers, files, plans, documents, correspondence, lists, plats, architectural plans, drawings, notebooks, specifications, creative materials, advertising and promotional materials, marketing materials, studies, and reports relating in any manner to, or used in connection with the operation of, OptiCon or to the Acquired Assets other than Excluded Assets or rights associated with Assets, in whatever media they exist; G. all goodwill of FTC relating to OptiCon; and H. all Inventory relating to OptiCon as listed in Section 1.1.H of the Retained ObligationsDisclosure Schedule.

Purchase and Sale of Acquired Assets. On the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, convey and transfer and convey to Buyer, and Buyer shall purchase purchase, assume and acquire from Seller, free and clear of Liens other than Permitted Liens, all of Seller’s right, title and interest in and to the following properties, rights and assets described owned by Seller constituting, or used in this Section 2.1 and necessary for the operation of, the Business (collectively, the “Acquired Assets”)): The real property, free Improvements thereon, easements, licenses and clear of any and all Liens other than Permitted Liens: (a) the Pipeline; (b) the tracts and parcels of rights in real estate owned in fee by Seller as property described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structures2.1(a), facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating but subject to the property described in the foregoing clauses Permitted Liens (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”); (c) the ; The leasehold interests and rights thereunder relating to real property leased by with (b) respect to which Seller from a third party is lessee set forth in Schedule 2.1(b), but subject to the Permitted Liens (the “LeasesLeased Real Property”), and all leases set forth in Schedule 2.1(b) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section Leased Real Property (the “Rights-of-WayAssigned Leases”); The machinery, in each caseequipment, includingtools, without limitationfurniture, those certain Leases vehicles, Inventories and Rights-of-Way described in Schedule 2.1(c); other (dc) the tangible assets and intangible personal property owned by Seller and located at or in transit to the Facilities (if related primarily to any of the Acquired Assets) (including without limitation the items of personal property described on Schedule 2.1(c)), or, in the Real Property or case of intangible personal property (other than Intellectual Property), otherwise used primarily in connection with the Pipeline which do not constitute Real Property operation of any of the Facilities or Rights of Waythe other Acquired Assets, including any Prepayments and all applicable warranties of manufacturers or vendors to the extent that such tangible assets described warranties are transferable, in Schedule 2.1(a) (each case as in existence on the “Personal Property”); (e) Effective Date, but excluding such items disposed of by Seller in the Records; (f) ordinary course of business during the Material Contracts; and (g) all other assets or rights used 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; All Permits (including all pending applications for Permits or located at renewals (d) thereof) relating to the ownership and operation of the Facilities or the Acquired Assets that, as of the Closing Date, are transferable by Seller to 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”); Public Service Company of New Hampshire dba Eversource Energy Docket DE 17-124 October 12, 2017 Attachment 2 Page 25 of 159 000162 EXECUTION VERSION Excluding the Assigned Leases addressed in Section 2.1(b), but including (e) 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 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 other than Excluded Contracts that relate primarily to the ownership or operation of any of the Acquired Assets or rights associated otherwise in connection with the Retained ObligationsBusiness, a copy of each Seller will provide to Buyer during the Interim Period and each of which will be subject to Buyer’s agreement to assume in accordance with Section 5.6(a) (the “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; All Transferred Books and Records, subject to the right of Seller to retain (f) copies for its use to the extent and subject to the conditions set forth herein; All Intellectual Property that is owned by Seller and primarily used in (g) connection with the operation of the Facilities, as set forth in Schedule 2.1(g) (the “Assigned Intellectual Property”); Subject to Section 2.2(f), the rights of Seller to the use of the names of the (h) Facilities set forth in Schedule 1; Those Environmental Attributes set forth in Schedule 2.1(i), excluding (i) such Environmental Attributes or portions thereof disposed of by Seller in the 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 Section 5.5; and All rights of Seller in and to any claims, causes of action, rights of (j) recovery, rights of set-off, rights of refund and similar rights against a Third Party relating to any Assumed Liability, but excluding any 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 Upon the terms and subject to the conditions of this Agreement, on the Closing Date, but effective as of the Effective Time and subject to the terms and conditions set forth in this Agreement, Seller Sellers shall sell, transfer, assign, transfer convey and convey deliver to Buyer, and Buyer shall purchase purchase, accept and acquire from Seller, all of Seller’s right, title and interest in the assets described in this Section 2.1 (collectively, the “Acquired Assets”)Sellers, free and clear of any and all Liens and Claims (other than Permitted LiensEncumbrances), all of Sellers' right, title and interest as of the Effective Time in and to the properties and assets of Sellers that are used or held for use in connection with the conduct of the Business, of every kind, nature, character and description, tangible or intangible, personal or mixed, whether accrued, contingent or otherwise, wherever located and whether or not specifically referred to, listed or described on Section 2(a) of the Disclosure Letter, including all such assets and properties acquired by Sellers or arising between the date hereof and the Closing Date, but excluding the Excluded Assets (collectively, the "ACQUIRED ASSETS"), including all those items in the following categories that conform to the definition of the term Acquired Assets: (ai) All telecommunications and computer equipment, furniture, furnishings, automobiles, tools, parts and similar property (including any of the Pipelineforegoing purchased subject to any conditional sales or title retention agreement in favor of any other Person) including those assets set forth on Section 2(a)(i) of the Disclosure Letter; (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment Inventories held at any location controlled by Sellers and other items of tangible personal property situated thereon or attached thereto; Inventories previously purchased and in transit to Sellers at such locations; (iii) all easementsof the contracts, agreements, and leases (including all personal property leases and real property leases) of the Sellers arising solely or primarily relating to the conduct of the Business as specified on Section 2(a)(iii) of the Disclosure Letter and such other contracts specifically disclosed in this Agreement which are entered into between the date hereof and the Closing Date, which Buyer may, in its sole discretion, agree in writing to assume, pertaining to all periods from and after the Effective Time, including any right (A) to receive payment for products sold or services rendered after the Effective Time and (B) to assert claims and take other rightful actions in respect of breaches, defaults and other violations of such contracts, arrangements, licenses, rights leases and appurtenances relating other agreements to the property described in extent such violations occur following the foregoing clauses Effective Time (collectively, the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”"ASSUMED CONTRACTS"); (civ) all Intellectual Property to the real property leased extent permitted by Seller from a third party (Law, and except to the “Leases”) extent that it is employed solely in connection with Excluded Assets, goodwill and the easements, rights of way, permitscontact telephone numbers associated therewith, licenses and sublicenses granted and obtained with respect thereto, and rights thereunder, 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; (v) all real estate owned by the Sellers, including all buildings, fixtures and improvements thereon as specified on Section 2(a)(v) of the Disclosure Letter; (vi) all books, records, manuals and other type materials (in any form or medium) solely or primarily relating to the Business, including advertising matter, catalogues, price lists, correspondence, mailing lists, lists of real property use agreement customers, distribution lists, photographs, production data, sales and promotional materials and records, purchasing materials and records, [personnel records (subject to any necessary employee consents)], manufacturing and quality control records and procedures, blueprints, research and development files, records, data books, Intellectual Property disclosures, media materials and plates, accounting records, sales order files and litigation files; (vii) to the extent their transfer is permitted by law, all Governmental Permits, including all applications therefor; (viii) all manufacturer warranties and similar rights in which Seller has rights or any interest and which is held by Seller for use favor of Sellers with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”); (e) the Records; (f) the Material Contractsany Acquired Asset; and (gix) all other assets or rights used in connection with the Acquired Assets or located at the Acquired Assets accounts (other than Excluded Assets Accounts), Accounts Receivable, notes and notes receivable which are payable to Sellers or their Affiliates, all guaranties and security therefor, and all goods and services giving rise thereto and the rights associated with the Retained Obligationspertaining to such goods and services.

Purchase and Sale of Acquired Assets. On the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from each Seller, all of such Seller’s right, title and interest in and to the following specifically identified assets described (the “Acquired Assets”): (i) all computers, equipment, furniture, furnishings, machinery, tools and other tangible personal property listed on Schedule 1.1(a)(i) (collectively, the “Designated Equipment”) and all warranties and guarantees, if any, express or implied, existing for the benefit of such Seller in this Section 2.1 connection with the Designated Equipment to the extent transferable; (ii) (A) all finished goods inventory of Acquired Products and (B) all inventory of promotional materials related exclusively to the Acquired Products, in each case (A) and (B) to which any Seller has title (including finished goods inventories in transit) as of the Closing (collectively, the “Inventory”); (iii) (A) all files, documents, books and records that are in the possession of the Sellers and exclusively relate to and are used exclusively in the operation of the Acquired Assets, and (B) copies of the portions of all other such types of files, documents, books and records to the extent related to the operation of the Acquired Assets that are in the possession of the Sellers, are used in the operation of the Acquired Assets and are useful for the operation of the Acquired Assets after the Closing (collectively, the “Acquired AssetsBooks and Records”); provided that ADI shall be entitled to remove or redact any information that does not relate to the operation of the Acquired Assets from such items; provided, free further, that Acquired Books and clear Records shall not include (1) privileged materials, (2) personnel records, health related files or any records that are prohibited from being transferred to Buyer pursuant to applicable data privacy laws, (3) invoices or purchase orders or (4) any corporate or accounting ledgers, minutes or similar organizational materials or Tax Returns of each Seller, except in the case of clause (3), to the extent that such materials are useful for the operation of the Acquired Assets after the Closing or necessary for Buyer to comply with applicable law, ADI shall provide or cause to be provided to Buyer reasonable access to any such files, documents, books and all Liens records, from which ADI shall be entitled to remove or redact any information that does not relate to the operation of the Acquired Assets. With respect to the files, documents, books and records referred to in clauses (A) and (B) above, ADI may retain a copy of such files, documents, books and records and use the same for any purpose solely in connection with the Excluded Liabilities and otherwise in connection with activities required or contemplated by the Ancillary Agreements or other than Permitted Liens: (a) agreements between the Pipelineparties; (biv) sales or promotional literature, catalogues and other marketing materials used exclusively in the design, manufacture and sales of the Acquired Products, in each case in existence as of the Closing; (v) the tracts and parcels of real estate owned in fee by Seller as described in contracts listed on Schedule 2.1(b1.1(a)(v) (collectively, the “Land”) together with (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real PropertyDesignated Contracts”); (cvi) the real property leased by Seller from a third party (the “Leases”) patents, patent registrations and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in patent applications listed on Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a1.1(a)(vi) (the “Personal PropertyDesignated Patents”); (e) the Records; (f) the Material Contracts; and (gvii) all the technology, technical information, tangible embodiments of intellectual property rights, including software, development tools, design tools, systems, files, drawings, designs, displays, devices, hardware, apparatuses, documentation, prototypes, lab notebooks, development and lab equipment, methodologies, hardware, tools, manuals, specifications, flow charts, electronic and other assets technical data, and other tangible embodiments of trade secrets or rights know-how, show-how, techniques, works of authorship and the like, in each case that is used exclusively in connection with the design, manufacture and sale of the Acquired Assets or located at the Acquired Assets other than Excluded Assets or rights associated with the Retained ObligationsProducts.

Purchase and Sale of Acquired Assets. On At the Closing Date, but effective as of and on the Effective Time terms and subject to the terms and conditions set forth in this Agreement, Seller shall the Company agrees to sell, assignor to cause the Selling Subsidiaries to sell (the Company and the Selling Subsidiaries being collectively referred to herein as the “Selling Companies”), transfer to Buyer or such wholly-owned Subsidiaries of Buyer as Buyer may designate in writing to the Company prior to the Closing (Buyer and convey such designated wholly-owned Subsidiaries being collectively referred to Buyeras the “Purchasing Companies”), and Buyer shall purchase agrees to buy, or to cause the other Purchasing Companies to buy, from the Selling Companies, free and acquire from Sellerclear of all Encumbrances other than Permitted Encumbrances and Encumbrances listed on Schedule 3.7(c), all of Seller’s right, title and interest in and to all of the assets described of the Company or the Selling Subsidiary, as applicable, that are used exclusively in this Section 2.1 the Business as conducted on the date hereof (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens: as more specifically described below (but excluding the Excluded Assets): (a) the Pipeline; leasehold interests in the real property leased or otherwise used or occupied by the Company exclusively for the Business as listed on Schedule 2.1(a)(i), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a), including all improvements and fixtures thereon and all rights and easements appurtenant thereto, including those listed on Schedule 2.1(a)(ii) but excluding such leases for which both (i) the Company is required to obtain a Required Consent pursuant to Section 5.5 and (ii) the Company has not obtained such Required Consent as of the Closing Date, unless otherwise agreed to by the parties (the “Acquired Leases”); (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structuresmachinery, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixturesequipment, systemstools, owned or leased equipment furniture, office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property situated thereon (other than the Inventories) owned or attached theretoleased by the Company exclusively for the Business under Capital Leases (wherever located and whether or not carried on the Company’s books) as listed on Schedule 2.1(b), as such schedule may be updated from time to time pursuant to 11 Table of Contents Section 10.11(b) or Section 2.3(a), together with any transferable 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 these items (the “Tangible Personal Property”); (c) all (i) accounts receivable and other rights to payment from customers of the Company related exclusively to the Business for goods sold or services rendered and the full benefit of all security for such accounts or rights to payment, (ii) other accounts or notes receivable of the Company and the full benefit of all security for such accounts or notes, and (iii) the Company’s rights related to any of the foregoing; (d) all easementsinventories related exclusively to the Business, licenseswherever located, 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 Company, together with any transferable 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 appurtenances relating the Company’s rights related to any of the foregoing (the “Inventories”); (e) the Contracts related exclusively to the property described Business to which the Company is a party as listed on Schedule 2.1(e), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a), but excluding those Contracts for which both (i) the Company is required to obtain a Required Consent pursuant to Section 5.5(a) and (ii) the Company has not obtained such Required Consent as of the Closing Date, unless otherwise agreed to by the parties (the “Acquired Contracts”); (f) all Governmental Authorizations held by the Company related exclusively to the Business as listed on Schedule 2.1(f), as such schedule may be updated from time to time pursuant to Section 10.11(b)or Section 2.3(a), and all pending applications for or renewals of Governmental Authorizations; (g) Except as otherwise provided in the foregoing clauses Master License Agreement, all sales and promotional literature used exclusively in the Business and all customer lists related to the Business, including those summarized on Schedule 2.1(g), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a), provided, however, that the Company shall be entitled to retain copies of all customer lists provided to Buyer pursuant to this Section 2.1(g); (h) the LandOwned Intellectual Property Rights (other than Software) related exclusively to the Business as listed on Schedule 2.1(h), as such schedule may be updated from time to time pursuant to Section 10.11(b)or Section 2.3(a), 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 including the right to recover damages for past infringement; 12 Table of Contents (i) the Software licensed to the Company related exclusively to the Business as listed on Schedule 2.1(i), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a); (j) the Software (including, but not limited to, database interfaces) owned by the Selling Companies listed on Schedule 2.1(j), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a); (k) the Licensed-In Intellectual Property Rights related exclusively to the Business (other than Software) as listed on Schedule 2.1(k), as such schedule may be updated from time to time pursuant to Section 10.11(b) or Section 2.3(a), 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, including the right to recover damages for past infringement (such Intellectual Property Rights, together with the property and assets Intellectual Property Rights described in the foregoing clauses (iSections 2.1(g), 2.1(h), 2.1(i) though (iii) referred to herein as and 2.1(j), the “Real Acquired Intellectual Property”); ; (cl) all assignable insurance benefits, including rights and proceeds, arising from or relating exclusively to the Acquired Assets or the Assumed Liabilities prior to the Closing Date; (m) cash in the cash registers of each retail store of the Business as of the Closing Date; (n) the real property leased benefits of all prepaid expenses incurred by Seller from a third party (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use Company with respect to the Business as of the Closing Date; (o) intangible assets described in related to the 1995 acquisition of Productivity Plus, Inc., by the Company; (p) all data and records related to the operations of the Selling Companies that are exclusively related to the Business, including referral sources, research and development reports and records, production reports and records, operating guides and manuals, financial and accounting records, studies, reports, correspondence and other similar documents and records and, with respect to any Hired Active Employee, copies of all personnel records; provided, however, that the Company shall be entitled to retain copies of all data and records provided to Buyer pursuant to this Section 2.1(p); (q) all of the “Rights-of-Way”going concern value and goodwill related to the Acquired Assets; (r) all claims of the Selling Companies against third parties relating to the Acquired Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent; (s) copies of all transfer pricing reports or studies of any of the Selling Companies’ related to the Business; and 13 Table of Contents (t) all prepaid expenses as listed on Schedule 2.1(t), as such schedule may be updated from time to time pursuant to Section 10.11(b)or Section 2.3(a), and all rights of the Selling Companies relating to deposits and prepaid expenses (other than Reimbursable Expenses), claims for refunds and rights to offset in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”); (e) the Records; (f) the Material Contracts; and (g) all other assets or rights used in connection with respect thereof that are exclusively related to the Acquired Assets or located at the Acquired Assets other than Excluded Assets or rights associated with the Retained ObligationsBusiness.

Purchase and Sale of Acquired Assets. On At the Closing Date, but effective as of and on the Effective Time terms and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey Sellers agree to sell to Buyer, and Buyer shall purchase agrees to buy from Sellers, free and acquire from Sellerclear of all Encumbrances except Permitted Encumbrances, all of Seller’s right, title and interest in and to all of the assets described that relate to, have been developed for use in connection with, arise from the conduct of, are used or held for use in connection with or are necessary for the conduct of the Business as currently conducted and as currently proposed by Sellers to be conducted without giving effect to the transactions contemplated by this Section 2.1 Agreement (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens:including the following with respect to each Seller (but excluding the Excluded Assets): (a) leasehold interests in all of the Pipelinereal property leased or otherwise used or occupied by Seller, including the Real Property listed on Schedule 3.10, including all improvements and fixtures thereon and all rights and easements appurtenant thereto; (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structuresequipment, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixturestools, systemsfurniture, owned or leased equipment office equipment, computer hardware, supplies, materials, vehicles and other items of tangible personal property situated thereon of every kind owned or attached thereto; leased by Seller (wherever located and (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Landwhether or not carried on Seller’s books), together with any express or implied warranty by the property manufacturers, sellers or lessors of any item or component part thereof, rights of return, rebate rights, over-payment recovery rights and assets described in the foregoing clauses any other rights of Seller relating to these items (i) though (iii) referred to herein as the “Real Tangible Personal Property”); (c) the real property leased by all (i) accounts receivable and other rights to payment from customers of Seller from a third party (the “Leases”) for goods sold or services rendered and the easementsfull benefit of all security for such accounts or rights to payment, (ii) other accounts or notes receivable of Seller and the full benefit of all security for such accounts or notes and (iii) Seller’s rights related to any of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c)foregoing; (d) all rights with respect to deposits, prepaid expenses, claims for refunds and rights to offset, including rights relating to the tangible assets owned prior payment of Taxes and interest payable with respect to any of the foregoing; (e) all (i) Contracts to which Seller is a party or a third party beneficiary, including Contracts that are included in the other items listed in this Section 2.1(e), Contracts under which Seller has rights with respect to any of the other Acquired Assets and Contracts listed on Schedule 3.14, but not including the Excluded Contracts, (ii) outstanding offers or solicitations made by or to Seller to enter into any such Contract and (iii) rights of Seller related to any of the foregoing (the “Acquired Contracts”); (f) all Governmental Authorizations that are held by Seller and located on may be assigned to Buyer, including all pending applications or renewals; (g) all written materials, data and records of Seller (in whatever form or medium), including to the extent they exist: (i) client, customer, prospect, supplier, dealer and distributor lists and records, (ii) information regarding referral sources, (iii) product catalogs and brochures, (iv) sales and marketing, advertising and promotional materials, (v) research and development materials, reports and records, (vi) production reports and records, (vii) equipment logs, (viii) service, warranty and claim records, (ix) maintenance records and other documents relating to the Real Property and the Tangible Personal Property, (x) purchase orders and invoices, (xi) sales orders and sales order log books, (xii) material safety data sheets, (xiii) price lists, (xiv) quotations and bids, (xv) operating guides and manuals, (xvi) correspondence, (xvii) books, records, journals and ledgers, (xviii) product ideas and developments and (xix) plans and specifications, plats, surveys, drawings, blueprints and photographs; (h) all Owned Intellectual Property Rights, including the items listed on Schedule 3.13, and all rights that Seller may have to institute or used primarily in connection maintain any action to protect the same and recover damages for any infringement thereof; (i) all Software licensed to Seller, including all such items listed on Schedule 3.13; (j) all Licensed-In Intellectual Property Rights (other than Software), including all such items listed on Schedule 3.13, and all rights that Seller may have to institute or maintain any action to protect the same and recover damages for any infringement thereof (such Intellectual Property Rights, together with the Pipeline which do not constitute Real Intellectual Property or Rights of Way, including such tangible assets described in Schedule 2.1(aSections 2.1(h) (and 2.1(i), the “Personal Acquired Intellectual Property”); (k) all of Seller’s other intangible rights and property, including (i) going concern value, (ii) goodwill, (iii) directory, telecopy and e-mail names, numbers, addresses and listings and (iv) domain names, and all rights that Seller may have to institute or maintain any action to protect the Recordssame and recover damages for any misappropriation or misuse thereof; (fl) all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities prior to the Closing Date; (m) cash equal to (x) the Material Contractsproceeds from the sale of Tangible Personal Property, other than in the Ordinary Course of Business, after the date of this Agreement and prior to the Closing Date and (y) the amount of any payments received by Seller prior to the Closing Date related to any performance under any Contract after the Closing Date; (n) all of Seller’s claims against third parties related to the Acquired Assets, whether cxxxxx or inchoate, known or unknown, contingent or noncontingent; and (go) all other rights, properties and assets of every kind, character and description, tangible or rights used in connection with intangible, of Seller, whether or not similar to the items specifically listed above. The foregoing description of the Acquired Assets or located at assumes that the Acquired Assets other than Excluded Assets or rights associated Mergers will have been completed prior to the Closing in accordance with the Retained ObligationsSection 5.4.

Purchase and Sale of Acquired Assets. On the Closing Date, but effective as of the Effective Time and subject ‌‌ Subject to the terms and conditions set forth in this Agreement, at Closing, Buyer shall purchase from Seller and Seller shall sell, assigntransfer, transfer assign and convey deliver to Buyer, free and Buyer shall purchase and acquire from Sellerclear of all Liens except for Permitted Liens, all of 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 System, or otherwise related to, or arising out of the operation or conduct of the System (whether or not any such assets described have any value for accounting purposes or are carried or reflected on the books or financial records of Seller), including any of the foregoing in which Seller is entitled to acquire rights in the future pursuant to Pending Development Plans (other than the rights of Seller pursuant to Section 2.02(d)) or development plans approved pursuant to this Section 2.1 Agreement, but in all cases other than the Excluded Assets (collectively, collectively referred to as the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liensincluding: (a) all real property and appurtenant interests, rights of way used in, or necessary for, the Pipelineoperation of the System, including without limitation (i) good and marketable fee simple title to the Real Property set forth on Schedule 4.09, and (ii) all Easements, including without limitation those set forth on Schedule 4.09; (b) all sanitary wastewater related treatment, collection and conveyance facilities, including all collection system mains (whether gravity or force mains), laterals (from the tracts and parcels collection system main to the edge-of-road or curb-line when the main is located within a public right-of-way or the edge of real estate owned in fee by Seller as described in Schedule 2.1(b) (an easement where the “Land”) together with (i) all buildings main is located within private property), pumping stations, generators, manholes, and other structures, facilities or improvements currently or hereafter located thereon related appurtenances and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment any billing and other items of tangible personal property situated thereon or attached thereto; collections related assets necessary to own and (iii) all easements, licenses, rights and appurtenances relating to operate the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”)System; (c) the real all contracts, licenses, and leases to which Seller is a party or beneficiary or payee, including without limitation, all construction contracts, surety bonds, operation and maintenance agreements, management agreements, reserved capacity agreements, architect agreements and consultant agreements, and agreements relating to vehicles and other items of personal property leased by Seller from a third party as set forth on Schedule 4.13 (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c);Assigned Contracts”);‌ (d) the tangible assets owned by Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”)all Supplies; (e) the Recordsall personal property and fixed assets, including all Equipment and Machinery, auxiliary equipment and plant equipment, including without limitation those items set forth on Schedule 4.10; (f) the Material Contracts; andall expenses prepaid by Seller and security deposits paid by Seller; (g) all other assets Files and Records; (h) all Authorizations and Permits of or rights used in connection with held by Seller (to the Acquired Assets or located at the Acquired Assets extent transferrable to Buyer under Law), including all Authorizations and Permits which are environmental permits, Seller NPDES Permits other than Excluded Assets or rights associated with those NPDES permits that relate to the Retained ObligationsStormwater System Assets, other operating permits and those items set forth on Schedule 4.12; and (i) all goodwill of the System. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SELLER MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY REGARDING ANY REPRESENTATION REGARDING 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. NOTWITHSTANDING THE FOREGOING, ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE VALID UNTIL THE TIME OF CLOSING.

Purchase and Sale of Acquired Assets. On (a) At the Closing DateClosing, but effective as of upon the Effective Time terms and subject to the terms and conditions set forth in this Agreement, including ‎Section 5.02(c), Buyer agrees to purchase, acquire and accept from Seller, and Seller shall agrees to sell, assign, transfer transfer, convey and convey deliver to Buyer, free and Buyer shall purchase and acquire from Seller, clear of all Liens (other than Permitted Liens) all of Seller’s and any of its Affiliates’ right, title and interest in and to the following assets described in this Section 2.1 respect of the Projects (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens:): (a) the Pipeline; (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings deposits and other structuresexpenses that have been prepaid by Seller (or a predecessor owner), facilities including security deposits with third-party suppliers or improvements currently vendors, prepaid lease and rental payments, prepaid property Taxes, postage, utility deposits, and expenses relating to the Inventories, in each case, in respect of the Projects, including those set forth or hereafter located thereon and permanently affixed thereto; described in ‎Section 2.01(a)(i) of the Seller Disclosure Schedule; (ii) without duplication of the matters set forth in ‎Section 2.01(a)(i), all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and Current Assets included in the Net Working Capital; (iii) all easementsInventories, licensesincluding those set forth or disclosed in ‎Section 2.01(a)(iii) of the Seller Disclosure Schedule; (iv) the Owned Real Property, rights and appurtenances relating to the property as set forth or described in ‎Section 3.15(a) of the foregoing clauses Seller Disclosure Schedule and all Improvements located therein or thereon; (v) those Easements, as set forth or described in Section ‎2.01(a)(v) of the Seller Disclosure Schedule (the Land“Transferred Easements”) and all Improvements located therein or thereon; (vi) the natural gas pipeline Easement, as set forth or described in ‎Section 2.01(a)(vi) of the Seller Disclosure Schedule (the “Xxxx Pipeline Easement”), together with the property natural gas pipeline(s) and assets all Improvements located therein or thereon; (vii) all items of Tangible Personal Property, including those set forth or disclosed in ‎Section 2.01(a)(vii) of the Seller Disclosure Schedule; (viii) to the extent assignable, and subject to ‎Section 5.08(e), all Contracts set forth in ‎Section 2.01(a)(viii) of the Seller Disclosure Schedule (collectively, the “Assumed Contracts”); provided, that for the avoidance of doubt, the term Assumed Contracts shall not include any Benefit Plan; (ix) to the extent transferable, all Permits and Environmental Permits, including those set forth or described in ‎Section 2.01(a)(ix) of the foregoing clauses Seller Disclosure Schedule (i) though (iii) referred to herein as the “Real PropertyTransferred Permits”); (cx) original (or, where not available, copies of) Contracts, documents, books, records and files, including records and files stored on computer disks or tapes or any other storage medium of Seller, primarily relating to a Project, the real property leased Acquired Assets or the Assumed Liabilities, including those set forth or described in Section ‎2.01(a)(x) of the Seller Disclosure Schedule (collectively, the “Records”); (xi) to the extent transferrable, all Intellectual Property (other than the Excluded Intellectual Property) owned or licensed by Seller from a as set forth or described in Section ‎2.01(a)(xi) of the Seller Disclosure Schedule; (xii) subject to ‎Section 5.08(e), all unexpired warranties, indemnities and guarantees made or given by any third party in connection with respect or relating to any of the Acquired Assets; (the “Leases”xiii) and the easements, rights all claims or causes of way, permits, licenses and any other type action of real property use agreement in which Seller has rights or any interest of its Affiliates against third parties (other than insurance claims pursuant to self-insurance and which is third party policies) related to the any of the Acquired Assets or the Business and relating to any period ending prior to, on or after the Closing Date; (xiv) all Emission Allowances held by Seller relating to the Projects as set forth on Section 2.01(a)‎(xiv) of the Seller Disclosure Schedule (such Emission Allowances as of the Closing Date being referred to as the “Transferred Allowances”), subject to the terms set forth in ‎Section 5.19; and (xv) all Capacity Revenues attributable to the period from and after the Closing. (b) Notwithstanding any other provision of this Agreement, Seller shall not sell, assign, transfer, convey or deliver to Buyer, and Buyer shall not purchase, acquire or accept, any right, title and interest in or to any assets, properties, goodwill or rights of Seller or any of its Affiliates, whether or not related to the Projects which are not specifically included among the Acquired Assets including, but not limited to, the following (collectively, the “Excluded Assets”): (i) Seller’s, and for use the avoidance of doubt, Parent’s, rights under this Agreement (including the right to receive the Purchase Price) and under any of the Ancillary Agreements; (ii) [reserved]; (iii) all insurance policies relating to the Acquired Assets, including all insurance recoveries and return of premiums due thereunder, rights to assert claims with respect to any such policies and all premium deposits, claims deposits and other security deposits in connection therewith; (iv) all Records not included among the assets described in this Section Acquired Assets; (v) the “Rights-of-Way”)organizational documents, qualifications to do business as a foreign corporation, arrangements with registered agents relating to foreign qualifications, taxpayer and other identification numbers, seals, minute books, blank stock certificates, and other documents relating to the organization, maintenance and existence of Seller or any of its Affiliates, whether before, on or after the Closing Date; (vi) Contracts that are not Assumed Contracts, Permits that are not Transferred Permits; (vii) Intellectual Property or Intellectual Property licenses not included among the Acquired Assets and the Excluded Intellectual Property; (viii) all shares of capital stock or other equity interests of Seller or any of its Affiliates or securities convertible into or exchangeable or exercisable for shares of capital stock or other equity interests of Seller or any of its Affiliates; (ix) all claims that Seller may have against any third party solely with respect to any Excluded Assets or Excluded Liabilities; (x) Tax refunds, credits, abatements or similar offsets against Taxes that relate, in each case, includingto Excluded Tax Liabilities; (xi) all Post-Closing Credits; (xii) the Owned Real Property, without limitation, those certain Leases and Rights-of-Way as set forth or described in ‎Section 2.01(b)(xii) of the Seller Disclosure Schedule 2.1(cand all Improvements located therein or thereon; (xiii) those Easements, as set forth or described in ‎Section 2.01(b)(xiii) of the Seller Disclosure Schedule (the “Retained Easements”) and all Improvements located therein and thereon; (xiv) except as otherwise expressly provided in Section ‎5.07(g), all Benefit Plans and all assets under or relating to any Benefit Plan; (xv) all insurance proceeds related to claims of Seller or any of its Affiliates against third parties made prior to the Closing Date; (xvi) the Excluded Intellectual Property; and (xvii) any assets, rights or properties of Seller or any of its Affiliates not described in Section ‎2.01(a). (c) Effective at the Closing, upon the terms and subject to the conditions set forth in this Agreement, Buyer agrees to assume and become responsible for all liabilities of or relating to the Acquired Assets (other than the Excluded Liabilities) whether arising prior to, on or after the Closing Date including but not limited to the following, and thereafter to pay, perform and discharge when due all such liabilities (the “Assumed Liabilities”): (i) all Current Liabilities included in the Net Working Capital; (ii) all liabilities of Seller under the Assumed Contracts; (iii) all liabilities with respect to the Transferred Permits; (iv) all liabilities of Seller with respect to the ordering or purchase of Inventories; (v) all Environmental Liabilities; (vi) all Transfer Taxes allocated to the Buyer pursuant to ‎Section 5.03(d) and all Taxes relating to the ownership or operation of the Acquired Assets, other than Excluded Tax Liabilities; (vii) all other liabilities to be expressly assumed by Buyer pursuant to this Agreement; (viii) all liabilities in respect of the North American Electric Reliability Corporation associated with the Acquired Assets attributable to the period from and after the Closing; (ix) all liabilities and other obligations in connection with CSAPR compliance for the Projects, including obligations to provide (and retire) sufficient Emission Allowances in respect of emissions at the Projects for the full calendar year in which the Closing occurs (including all periods of such year prior to the Closing and, if applicable, the year prior to the year in which the Closing occurs if compliance for such previous year has not yet been finally settled), subject to the terms set forth in ‎Section 5.19; and (x) all liabilities set forth or described in ‎Section 2.01(c)(x) of the Seller Disclosure Schedule. (d) Seller shall retain, and shall be responsible for paying, performing and discharging when due, and Buyer shall not assume or have any responsibility for, any of the tangible assets owned by following liabilities or obligations of Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property any of its Affiliates (whether accrued, absolute, fixed or Rights of Wayunfixed, including such tangible assets described in Schedule 2.1(aknown or unknown, asserted or unasserted, contingent or otherwise) (the “Personal PropertyExcluded Liabilities”): (i) all costs and expenses incurred or to be incurred by Seller in connection with this Agreement and the consummation of the transactions contemplated hereby; (ii) all liabilities relating to or arising, whether before, on or after the Closing, out of, or in connection with, any of the Excluded Assets; (iii) except as otherwise expressly provided in Section ‎5.07(g), all liabilities under or relating to any Benefit Plan; (iv) all Taxes (other than prepaid Taxes described in Section ‎2.01(a)(i) and Transfer Taxes allocable to Buyer pursuant to ‎Section 5.03(d)) that relate to the ownership or operation of the Acquired Assets with respect to any taxable period (including the portion of any Straddle Period) ending on or before the Closing Date (the “Excluded Tax Liabilities”); (ev) all liabilities set forth or described in ‎Section 2.01‎(d)‎(v) of the Records; (f) the Material ContractsSeller Disclosure Schedule; and (gvi) all liabilities and other assets obligations related to or rights used arising under the Contract in connection with respect of bilateral purchase of PJM capacity positions for the Acquired Assets PJM year June 1, 2017 – May 30, 2018 that are attributable to the period prior to or located at on the Acquired Assets other than Excluded Assets or rights associated with the Retained ObligationsClosing.

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 Time and subject to the terms and conditions set forth in this Agreement, Asset Seller shall sell, transfer, assign, transfer convey and convey deliver to BuyerPurchaser, and Buyer Purchaser shall purchase and acquire from Asset Seller, on a going concern basis, free and clear of all of Liens, certain assets, properties, rights and interests owned by Asset Seller’s right, title and interest but not including the Excluded Assets (as defined in the Section 2.3 below), in addition to any assets described to be acquired in this accordance with Section 2.1 3.1(b) (collectively, the “Acquired Assets”). The Acquired Assets shall include, free without limitation, all right, title and clear interest of any Asset Seller in, to and all Liens other than Permitted Liensunder the following (except to the extent that they are expressly made Excluded Assets), whether used in the business conducted in the name of Asset Seller or under the tradename Xxxxxxx Continental Services: (a) All rights and interests of Asset Seller (d/b/a Xxxxxxx Continental Services) in and to that certain Subcontract Agreement, dated January 21, 2015, by and between Xxxxxxx Continental Services and the PipelineAcquired Entity; (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings All automobiles, trucks, trailers, tractors, forklifts, construction vehicles and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, vehicles owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and by Asset Seller, including the Vehicles listed on Schedule 2.2(a) (iii) all easementscollectively, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real PropertyVehicles”);. (c) the real property All other fixed assets and equipment owned or leased by Asset Seller from a third party (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, including those certain Leases and Rights-of-Way described listed in Schedule 2.1(c2.2(c); (d) All rights of Asset Seller in any Leased Real Property, including the tangible assets owned by Seller and located on the Leased Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in listed on Schedule 2.1(a) (the “Personal Property”2.2(d);. (e) the RecordsAll inventory, raw materials, supplies, parts or other inventory, except for items specifically set forth on Schedule 2.2(e); (f) All of Asset Seller’s Know-How; (g) All of Asset Seller’s copyrights and copyright registrations related to Xxxxxxx Continental Services, the Material Contractstradename Xxxxxxx Continental Services and all logos and trade dress related to Xxxxxxx Continental Services; (h) All of Asset Seller’s rights, claims or causes of action against third parties relating to the Acquired Assets arising out of transactions occurring prior to the Closing Date; (i) All of Asset Seller’s books, records, files and documents related to its employment relationship with any employees hired by Purchaser as contemplated by Section 8.2; and (gj) all All other assets books, records, files, documents and correspondence related to the Acquired Assets, electronic or rights used in connection with otherwise. For the avoidance of doubt and notwithstanding anything to the contrary set forth herein, the Acquired Assets shall not include any Excluded Assets. If prior to the Closing Date, Sellers have not obtained a consent necessary for the assignment and assumption of any Acquired Asset, then Sellers shall, when and if requested by Purchaser, (a) exert reasonable best efforts to obtain such consent after the Closing Date and/or (b) cooperate in any other reasonable arrangement with Purchaser to secure the benefit of such Acquired Asset for Purchaser. The foregoing shall in no way require Purchaser to enter into, or located at to accept as a substitute for performance by Sellers, any arrangement that would impose any material additional cost, expense or other liability on Purchaser, or that would deprive Purchaser of any material benefits contemplated by this Agreement or to consummate the transaction in the event of the Sellers’ inability to deliver any of the Acquired Assets other than Excluded Assets or rights associated with Assets, and shall not be deemed to be a waiver of any condition to the Retained ObligationsClosing.

Purchase and Sale of Acquired Assets. On Subject to Buyer’s satisfactory review of complete and accurate due diligence materials to be provided by Seller, and on the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in of this Agreement, at the Closing, the Seller shall sell, assign, transfer and convey assign to the Buyer, and the Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances (other than Permitted Encumbrances and the Assumed Liabilities), all of Seller’s right, title and interest in and to all of the following assets described and rights, that, in this Section 2.1 each case, are owned, leased or used or held for use by Seller or its Affiliates in connection with Seller’s conduct of the Business, other than Excluded Assets, in each case as the same shall exist on the Closing Date (collectively, the “Acquired Assets”)): 2.1.1 The intangible property and rights (including the Business Intellectual Property Rights) of the Business, free including but not limited to those identified on Part 2.1.1 of the Disclosure Schedule, the goodwill and clear of any going concern value relating thereto, and all Liens other than Permitted Liens: (a) rights, privileges, claims, causes of action, options income, royalties, damages and payments relating to any of the Pipeline; (b) foregoing or to the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) Business or the Acquired Assets, including, without limitation, the name Vitarich (the “LandAcquired Intangible Personal Property”); 2.1.2 The furniture, fixtures, machinery, equipment, racking and other Tangible Personal Property of the Business, including but not limited to those identified on Part 2.1.2 of the Disclosure Schedule (the “Acquired Tangible Personal Property”); 2.1.3 All vehicles of the Business, including but not limited to those listed on Part 2.1.3 of the Disclosure Schedule (the “Vehicles”); 2.1.4 The Inventory of the Business, as reflected on the Closing Statement and as updated through the Closing Date (the “Acquired Inventory”); 2.1.5 The rights under the real property leases identified on Part 2.1.5 of the Disclosure Schedule (the “Assumed Real Property Leases”) together and all other rights, privileges given to Seller in connection with (i) all buildings and other structuressuch leases, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) including, but not limited to the use of all fixtures, systemsmachinery, owned or leased equipment equipment, racking and other items of tangible personal property situated thereon or attached thereto; owned by Seller at the leased premises (each of the leased premises being a “Leased Property” and (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) collectively referred to herein as the “Real Leased Properties”), all governmental permits, licenses, approvals, and certificates relating to any Property; and all guaranties and warranties owned by Seller in connection with any Property; 2.1.6 The rights under the personal property leases identified on Part 2.1.6 of the Disclosure Schedule (the “Assumed Equipment Leases”); (c) 2.1.7 All security deposits deposited by or on behalf of the real property leased by Seller from a third party as lessee or sublessee under the Assumed Real Property Leases or Assumed Equipment Leases or otherwise (the “LeasesSecurity Deposits”) ); 2.1.8 The Accounts Receivable of the Business, as reflected on the Closing Statement and as updated through the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section Closing Date (the “Rights-of-WayAcquired A/R”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); 2.1.9 The rights under the Contracts of the Business identified on Part 2.1.9 of the Disclosure Schedule (d) collectively with the tangible assets owned by Seller and located on the Assumed Real Property Leases and the Assumed Equipment Leases, the “Assumed Business Contracts”); 2.1.10 All rights under the unfilled, standing or used primarily open supplier and customer purchase orders in connection with the Pipeline which do not constitute Real Property or Rights Business, incurred in the Ordinary Course of Way, including such tangible assets described in Schedule 2.1(a) Business (the “Personal PropertyAssumed Orders”); 2.1.11 All prepaid expenses relating to the Business, including but not limited to the items listed on Part 2.1.11 of the Disclosure Schedule (e) the Records“Prepaid Expenses”); (f) 2.1.12 The Books and Records of Seller that relate to the Material Contracts; andconduct of the Business; (g) all other assets or rights used in connection with 2.1.13 The Permits held by Seller that relate to the Acquired Assets or located at conduct of the Acquired Assets other than Excluded Assets or rights associated with the Retained Obligations.Business; 2.1.14 The website and domain names identified on Part 2.1.14

Purchase and Sale of Acquired Assets. On Upon the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, convey, assign, transfer and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title title, and interest in and to the Real Property and the Facility and all other tangible and intangible assets described owned, leased or licensed by Seller used or useful to continuously and, in this Section 2.1 an uninterrupted fashion, operate the Facility and provide the MSW Services (collectively, the “Acquired Assets”), free and clear of any and all Liens other than Permitted Liens:including but not limited to the following assets (but excluding the Excluded Assets as set forth in Section 2.02 below): (a) the PipelineReal Estate (and other Real Property, to the extent so conveyable) by special warranty deed; (b) the tracts Facility including all buildings, structures (surface and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (subsurface), utilities and improvements located on, over or under the “Land”) together with Real Estate, excluding the Dauphin County Recycling Center, but including (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed theretothe Mass Burn Facility; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached theretothe Electrical Plant; and (iii) all easementsother parts of the Facility; (iv) the DPW Facility, licenses(v) the Ashfill (including but not limited to cells A1, rights B1, B2 and appurtenances relating B3), (vi) the Dewatering and Drying Building and (vii) certain other associated site improvements related to the property described in foregoing, including the foregoing clauses MSW pits located on the Real Estate and serving the Facility, and the EWRS (the Land, together with the property and assets described in the foregoing clauses such items (i) though through (iii) referred to herein as vii), collectively, the “Real PropertyImprovements”); (c) to the extent not included as part of the foregoing, Seller’s right, title and interest in all easements, appurtenances and other real property leased by Seller from a third party (utilized or necessary for providing the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, MSW Services including, without limitationbut not limited to, those certain Leases the operation of the Facility (including the roadways, access ways and Rights-of-Way described in Schedule 2.1(cother means of ingress and egress to and from the Facility); (d) Seller’s right, title and interest in the tangible assets owned by Seller DCRC Ground Lease, and located on Seller’s rights, if any, to the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”)Dauphin County Recycling Center; (e) the RecordsContracts listed on Schedule 2.01(e) relating to MSW activities by private haulers (collectively, the “Third Party Hauler Agreements”); relating to the operation and management of the Facility (collectively, the “O&M Agreements”); or otherwise relating to the MSW Services including those Contracts entered into during the period between the date of this Agreement and the Closing Date that the Parties mutually agree in writing will be assumed by Buyer, (collectively, the “Assigned Contracts”); (f) the Material Contracts; andmachinery, equipment, furniture, fixtures and tooling and other personal property primarily used or held for use in connection with the Facility or the MSW Services listed including those listed on Schedule 2.01(f) and located on the Real Property, whether or not affixed thereto; (g) the spare parts, tools and consumable inventories of fuels, supplies, materials and spares primarily used or held for use in connection with the Facility or the MSW Services including those listed on Schedule 2.01(g) and located on the Real Property, whether or not affixed thereto; (h) the motor vehicles and rolling stock used or held for use in connection with the Facility or the MSW Services listed on Schedule 2.01(h); (i) that portion of the Steam Lines located within the boundaries of the Real Estate; (j) the Governmental Permits listed on Schedule 2.01(j), to the extent such Governmental Permits are transferable under Law; (k) the balance of any Closure Funds immediately prior to the Closing, provided that the transfer of Closure Funds shall be subject to Buyer’s agreement to purchase all Ashfill cells located on the Real Estate and included in the Real Property without any further financial commitment from Seller or liability of any kind or nature, and with a return to Seller at Closing of any Unused Closure Funds; (l) cash from Seller’s bond indenture accounts (“Bond Indenture Funds”) in an amount equal to the lesser of (i) Eight Million Dollars ($8,000,000) or (ii) the remaining balance of such accounts; (m) all assignable warranties, indemnities and guarantees given by third parties to the extent relating to the Acquired Assets; (n) all of the following, to the extent in the possession of Seller: surveys, blue prints, drawings, plans and specifications (including structural, HVAC and mechanical plans and specifications), operation and maintenance manuals, as-built drawings, operating data, maintenance records, maps, equipment drawings, warranty information and other assets documentation relating to the Acquired Assets; and all soil tests and environmental assessments or rights reports relating to the Real Property; and such other existing books and records and documents used in connection with the performance and operation of the Facility or the MSW Services (all of the foregoing, the “Books and Records”); (i) the software developed or licensed by Seller relating to the operation and management of the Facility and the MSW Services as described on Schedule 2.01(o); (ii) to the extent assignable, all patent or other intellectual property rights required to use the technology and processes in the Facility, including the Mass Burn Facility, (iii) any Xxxxxx patents (consisting of Patent Nos. 6,665,304; 5,044,288; and 4,955,296) and (iv) other proprietary or trade secret information disclosed on Schedule 2.01(o), to the extent Seller has rights to the same (collectively, the “Acquired Assets IP”); (p) the right or located at interest of Seller in any and all pending or approved applications for state or federal grants relating to the Acquired Assets other than Excluded Assets or rights associated with Facility and the Retained ObligationsMSW Services, including that certain Eight Million Dollar ($8,000,000) Redevelopment Assistance Capital Program grant from the Commonwealth of Pennsylvania Department of Community and Economic Development (the “RACP Grant”); and (q) all MSW contained in the Facility pit on the Closing Date.

Purchase and Sale of Acquired Assets. On the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in of this Agreement, Seller shall sell, assigntransfer, transfer assign and convey deliver to Buyer, on the Closing Date, free and Buyer shall purchase and acquire from Sellerclear of any Liens (other than Permitted Liens), all of Seller’s right, title and interest in and to the assets described in this Section 2.1 following assets, properties, contracts and rights to the extent used or held for use by Seller, but expressly excluding the Excluded Assets (collectively, the “Acquired Assets”), free ) and clear of any and all Liens no other than Permitted Liensassets: (a) the PipelineListed Intellectual Property and all other Intellectual Property owned or held for use by Seller or the Subsidiaries and primarily used or held for use in the Xxxxx Business, together with all rights to enforce such Intellectual Property with respect to past, present and future infringements and misappropriations thereof (excluding, for clarity, the Excluded Assets, the “Intellectual Property Assets”); (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structuresAssigned Contracts, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, except for any rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”)receive Seller’s Straddle Period License Payments; (c) Buyer’s pro-rated share of any Royalty Payment made by any third-party licensee under the real property leased by Seller from a third party (the “Leases”) Caleres Agreement and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section Oakhurst Agreement during a Straddle Period (the “Rights-of-WayBuyer’s Straddle Period License Payments”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c); (d) to the tangible assets owned by Seller extent within Seller’s possession or control, all original chain of tile documents, prosecution and located on opposition histories, copies of all records, documents, reports, analyses, and other writings, whether in hard copy or electronic, to the Real Property or used extent primarily in connection with relating to the Pipeline which do not constitute Real Property or Rights of Wayforegoing (a) – (c), including such tangible assets described legal files in Schedule 2.1(athe possession of Seller’s or the Subsidiaries’ legal departments or maintained by Seller’s attorney(s) (the “Personal Property”or accountant(s); (e) copies of all lists of commercial customers and licensees that (i) are or (ii) have been used or held for use in the Recordslast five (5) years by Seller or the Subsidiaries in connection with the Intellectual Property Assets and the Assigned Contracts; (f) all consumer data collected and maintained in connection with the Material operation of the Xxxxx Business, to the extent such consumer data is assignable to Buyer pursuant to the terms of this Agreement in accordance with all applicable Laws and the Seller Privacy Commitments; provided, however, that Buyer may retain a copy of such consumer data during the term of the Xxxxx License Agreement for use in accordance with the terms of the Xxxxx License Agreement; (g) to the extent transferable, all express and implied warranties, indemnities and guarantees to the extent primarily related to the Intellectual Property Assets or Assigned Contracts; (h) all proceeds, benefits and assets of the foregoing; and (gi) all other assets claims, demands and causes of action (including all rights in any Proceedings) against third parties solely relating to the foregoing (a)-(i), whether arising by way of counterclaim or rights used in connection with the Acquired Assets or located at the Acquired Assets other than Excluded Assets or rights associated with the Retained Obligationsotherwise.

Purchase and Sale of Acquired Assets. On the Closing DatePursuant to sections 105, but effective as 363 and 365 of the Effective Time Bankruptcy Code, on the terms and subject to the terms and conditions set forth in this Agreement, Seller at the Closing, Buyer shall purchase, acquire and accept from Sellers, and Sellers shall sell, transfer, assign, transfer convey and convey deliver to Buyer, and Buyer shall purchase and acquire from Seller, all of Seller’s right, title and interest in the assets described in this Section 2.1 (collectively, the “Acquired Assets”), free and clear of any and all Liens (other than Permitted Liens:Liens expressly identified in the Sale Order), for the consideration specified in Section 2.5. Without limiting the generality of the foregoing, the Acquired Assets shall include the following (except to the extent included as an Excluded Asset): (a) all (i) Cash of Sellers as of the PipelineClosing, (ii) restricted cash deposits of Sellers held by any Person and relating to Acquired Assets or securing chargebacks, credit card processing claims or similar claims, (iii) cash deposits in cash collateral, indemnity or other accounts, including cash deposits supporting letters of credit (except for the cash in the BofA Accounts, the Escrow Account and any retainers and professional fee escrows held by the Sellers’ and/or the estates’ professionals), and (iv) bank accounts and lock-boxes of Sellers (except for the BofA Accounts and any bank account(s) opened by the Sellers to hold the Cash Payment and handle any disbursements of the Sellers after the Closing); provided that, notwithstanding the foregoing, (1) upon the release of the BofA Liens in the BofA Accounts, any cash remaining in such BofA Accounts shall be deemed to be an Acquired Asset hereunder and promptly paid over by the Sellers to the Buyer and (2) any remaining cash retainer or professional fee escrow held by Sellers’ and/or the estates’ professionals shall be deemed to be an Acquired Asset hereunder and promptly paid over by the Sellers to the Buyer after the professional services for which such retainer or escrow were held shall have been rendered or the professional relationship terminated; (b) all Accounts Receivable of Sellers as of the tracts Closing, and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings receivables and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and amounts payable by any Seller to any other items of tangible personal property situated thereon or attached thereto; and (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real Property”)Seller; (c) all Inventory, supplies and materials of Sellers as of the real property leased Closing, including all rights of Sellers to receive such Inventory, supplies and materials which are on order as of the Closing; (d) without duplication of the above, all royalties (except for any royalties under any Excluded Asset), advances, prepaid assets and deferred items (including all prepaid Taxes, prepaid rentals, unbilled charges, fees and deposits, prepaid insurance premiums), and other prepayments of Sellers as of the Closing relating to the Business; (e) all Assumed Contracts that have been assumed by and assigned to Buyer pursuant to Section 2.6; (f) all Intellectual Property owned by Sellers; (g) all open purchase orders with suppliers related to the Business; (h) all items of machinery, equipment, supplies, furniture, fixtures, leasehold improvements (to the extent of Sellers’ rights to any leasehold improvements under the Leases that are Assumed Contracts) owned by Sellers and all other Furnishings and Equipment as of the Closing; (i) all Records, including Records related to Taxes paid or payable by any Seller from a third party (provided that Sellers are entitled to retain copies of all Records); (j) except for the “Leases”Excluded Claims, all claims (including all rights to bring claims for past, present or future infringement of the Intellectual Property owned by Sellers) and causes of action of Sellers as of the easementsClosing against any Persons (regardless of whether or not such claims and causes of action have been asserted by Sellers) and all guaranties, rights of wayindemnity, permitswarranty rights, licenses rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery, including rights to insurance proceeds, possessed by Sellers as of the Closing (regardless of whether such rights are currently exercisable); (k) all goodwill associated with the Business or the Acquired Assets, including all goodwill associated with the Intellectual Property owned by Sellers and all rights under any other type confidentiality agreements executed by any third party for the benefit of real property use agreement in which Seller has rights any of Sellers to the extent relating to the Acquired Assets and/or the Assumed Liabilities (or any interest portion thereof); (l) all rights of Sellers under non-disclosure or confidentiality, noncompete, or nonsolicitation agreements with current or former employees, directors, consultants, independent contractors and which is held agents of any of Sellers or any of their Affiliates or with third parties to the extent relating to the Acquired Assets and/or the Assumed Liabilities (or any portion thereof); (m) subject to Section 2.6(i), all of the Assumed Permits, or, to the extent provided in Section 2.6(i), all of the rights and benefits accruing under any Permits relating to the Business; (n) the amount of, and all rights to any, insurance proceeds received by any of Sellers after the date hereof in respect of (i) the loss, destruction or condemnation of any Acquired Assets of a type set forth in Section 2.1(c), Section 2.1(f) or Section 2.1(h), occurring prior to, on or after the Closing or (ii) any Assumed Liabilities; (o) all other rights, demands, claims, credits, allowances, rebates or other refunds (including any vendor or supplier rebates), rights in respect of promotional allowances or rights of setoff and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent), other than against Sellers, arising out of or relating to the Business as of the Closing, including all deposits (including customer deposits and security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise), advances and prepayments; (p) to the extent transferable, all Insurance Policies that, on or prior to the Closing, Buyer designates in writing to Sellers as Acquired Assets hereunder, and all rights and benefits of any Seller of any nature (except for use any rights to insurance recoveries thereunder required to be paid to other Persons under any order of the Bankruptcy Court or relating to the DIP Financing) with respect thereto, including, without limitation of Section 2.1(n), all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (q) except for the assets described Excluded Claims, all causes of action, lawsuits, judgments, claims, refunds, rights of recovery, rights of set-off, counterclaims, defenses, demands, warranty claims, rights to indemnification, contribution, advancement of expenses or reimbursement, or similar rights of any Seller (at any time or in this Section (the “Rights-of-Way”any manner arising or existing, whether xxxxxx or inchoate, known or unknown, now existing or hereafter acquired, contingent or noncontingent), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(c)the Acquired Avoidance Actions; (dr) all assets, rights and claims arising from or with respect to Taxes of any Seller, including all rights arising from any refunds due from federal, state and/or local Governmental Entities with respect to Taxes paid by Sellers, all deferred tax assets, Tax deposits, Tax prepayments and estimated Tax payments; (s) all Credit Card Receivables as of the Closing and all Cash or other property on deposit at credit card processors as of Closing related to the Business; (t) all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and any other Person to the extent relating to products sold, or services provided, to Sellers or to the extent affecting any Acquired Assets and/or Assumed Liabilities; (u) the tangible right to receive and retain mail, Accounts Receivable payments and other communications of Sellers and the right to xxxx and receive payment for products shipped or delivered and services performed but unbilled or unpaid as of the Closing; (v) all telephone numbers, fax numbers, e-mail addresses, websites, URLs and internet domain names; (w) without duplication of the above, all other current assets owned by Seller and located on of Sellers as of the Real Property Closing; (x) all assets maintained or used primarily held (including all deposits) pursuant to or in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) (the “Personal Property”); (e) the Records; (f) the Material ContractsHealth Plans; and (gy) all other assets that are related to or rights used in connection with the Acquired Assets or located at the Acquired Assets other than Business (but excluding all of the Excluded Assets or rights associated with the Retained ObligationsAssets).

Purchase and Sale of Acquired Assets. On Except as otherwise provided in Section 2.1(b), pursuant to the Closing Date, but effective as of the Effective Time terms and subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall sell, assign, transfer transfer, convey and convey deliver to Buyer, Purchaser and Buyer Purchaser shall purchase and acquire accept from Seller, all of Seller’s 's right, title and interest in in, to the following assets described in this Section 2.1 as they exist at the Closing Date (collectively, collectively the “"Acquired Assets”), free and clear ") used in or being part of any and all Liens other than Permitted Liensthe business of the Seller: (a) the Pipeline; (b) the tracts and parcels of real estate owned in fee by Seller as described in Schedule 2.1(b) (the “Land”) together with (i) all buildings and other structures, facilities or improvements currently or hereafter located thereon and permanently affixed thereto; (ii) all fixtures, systems, owned or leased equipment and other items of Seller's tangible personal property situated thereon or attached thereto; and set forth on SCHEDULE 2.1(A)(I) (iii) all easements, licenses, rights and appurtenances relating to the property described in the foregoing clauses (the Land, together with the property and assets described in the foregoing clauses (i) though (iii) referred to herein as the “Real collectively "Tangible Personal Property”"); (cii) the real property leased by Intellectual Property of Seller from a third party (the “Leases”) and the easements, rights of way, permits, licenses and any other type of real property use agreement in which Seller has rights or any interest and which is held by Seller for use with respect to the assets described in this Section (the “Rights-of-Way”), in each case, including, without limitation, those certain Leases and Rights-of-Way described in Schedule 2.1(cset forth on SCHEDULE 2.1(A)(II); (diii) the tangible assets owned by accounts receivable of Seller and located on the Real Property or used primarily in connection with the Pipeline which do not constitute Real Property or Rights of Way, including such tangible assets described in Schedule 2.1(a) from Purchaser (the “Personal Property”"ParkerVision Accounts Receivable"); (eiv) the Recordsall prepaid expenses and deposits of Seller set forth on SCHEDULE 2.1(A)(IV) (collectively "Prepaid Expenses"); (fv) all contracts relating to the Material Tangible Personal Property, Intellectual Property, ParkerVision Accounts and Prepaid Expenses ("Assigned Contracts") set forth on SCHEDULE 2.1(A)(V); (vi) all general, financial and other records, computer software programs and data bases (including source codes), correspondence and other files, operating data, and documents of Seller relating to or used with the Tangible Personal Property, Intellectual Property, ParkerVision Accounts Receivable, and Prepaid Expenses; (vii) all claims, warranty rights, causes of action, chooses in action, rights of recovery and rights of set-off of Seller of any kind pertaining to or arising out of the Tangible Personal Property, Intellectual Property, ParkerVision Accounts Receivable and Prepaid Expenses; and; (gviii) all rights to goods and services and all other assets or rights used economic benefits arising out of prepayments, payments in connection with advance and deposits by Seller to the Acquired Assets or located at extent related to the Acquired Assets other than Excluded Assets or rights associated with the Retained Obligations.Tangible Personal Property, Intellectual Property, ParkerVision Accounts Receivable and Prepaid Expenses but excluding prepaid taxes;