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

Purchase and Sale of Acquired Assets. Subject to the terms and conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause each other Seller Entity to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, assume, acquire and accept from each Seller Entity, in each case free and clear of all Encumbrances (other than Permitted Encumbrances), all of such Seller Entity’s right, title and interest in, to and under the following assets, properties and rights (collectively, the “Acquired Assets”): (a) the furniture, equipment, medical supplies, and other tangible personal property located in the patient service centers listed on Schedule 2.01‎(a)(i), (the “Transferring PSCs”), and such other tangible assets listed on Schedule 2.01‎(a)(ii) (collectively, those items in (i)–(ii), the “Tangible Assets”); (b) all inventory and supplies owned by a Seller Entity to the extent related exclusively to the Business, and all such inventory and supplies owned by a Seller Entity located at the Transferring PSCs; (c) (i) the Customer Contracts listed on Schedule 2.01‎(c)(i) (collectively, the “Assigned Customer Contracts”), (ii) the Customer oral arrangements set forth on Schedule 2.01‎(c)(ii) (the “Oral Arrangements”), and (iii) the names and contact information of Customers of the Business immediately preceding the date hereof as listed on Schedule 2.01‎(c)(iii) (the Customers on Schedule 2.01‎(c)(i), 2.01‎(c)(ii) and 2.01‎(c)(iii) collectively, the “Customer List”); (d) the leases pursuant to which a Seller Entity has rights to any of the Tangible Assets, each of which is set forth on Schedule 2.01‎(d) (the “Assigned Equipment Leases”); (e) the Real Property Leases set forth on Schedule 2.01‎(e); (f) such other Contracts of a Seller Entity set forth on Schedule 2.01‎(f) (the “Other Assigned Contracts” and together with the Assigned Customer Contracts, Assigned Equipment Leases and Real Property Leases, the “Assigned Contracts”); (g) copies or originals of sales and service information; Customer, payor and vendor lists; machinery and equipment records; mailing lists and Customer records; sales and purchasing materials; purchase orders; correspondence; marketing brochures; advertising materials; samples and display materials; accounting information and other records and documents; in each case relating exclusively to the Business, but excluding all Patient Records and all Legal Communications (such information being referred to as the “Assigned Business Records”); (h) [intentionally omitted]; (i) all of any Seller Entity’s claims, causes of action, rights of recovery (including rights under warranties, indemnities and all similar rights) and rights of set-off against third parties relating to any Acquired Assets arising from and after the Closing, ▇▇▇▇▇▇ or inchoate, known or unknown, or contingent or non-contingent, and whether or not liquidated, arising out of or related to events from and after the Closing; (j) [intentionally omitted]; (k) all Intellectual Property set forth on Schedule 2.01(k) (the “Acquired Intellectual Property”); (l) to the extent permissible under applicable Law, all personnel data and records of the Hired Employees; and (m) the goodwill, going concern value and other intangible assets exclusively generated by, related to or associated with the Business (“Goodwill”).

Purchase and Sale of Acquired Assets. Subject to On the terms and subject to the conditions set forth in this AgreementAgreement including Section 2(b), Seller hereby agrees, at the Closing, Seller shallto irrevocably and perpetually sell, convey, transfer and assign to Purchaser, or a designated Subsidiary of Purchaser, and shall cause each other Seller Entity toPurchaser, sellor its designated Subsidiary, assign, transfer, convey and deliver hereby agrees to Buyer, and Buyer shall purchase, assume, acquire and accept purchase from each Seller Entity, in each case free and clear of all Encumbrances (other than Permitted Encumbrances)Seller, all of such Seller EntitySeller’s right, title and interest in, in and to and under the following assets, properties and rights (collectively, the “Acquired Assets”): (ai) the furniture, All equipment, medical fiber-optic cabling, computers, tools, supplies, furniture, and other tangible personal property located in and assets of Seller relating to the patient service centers listed Business and/or the Network, as set forth on Schedule 2.01‎(a)(i), (the “Transferring PSCs”), and such other tangible assets listed on Schedule 2.01‎(a)(ii) (collectively, those items in (i)–(ii), the “Tangible Assets”); (b) all inventory and supplies owned by a Seller Entity to the extent related exclusively to the Business, and all such inventory and supplies owned by a Seller Entity located at the Transferring PSCs; (c) (i) the Customer Contracts listed on Schedule 2.01‎(c)(i2(a)(i) (collectively, the “Assigned Customer Contracts”), (ii) the Customer oral arrangements set forth on Schedule 2.01‎(c)(ii) (the “Oral Arrangements”), and (iii) the names and contact information of Customers of the Business immediately preceding the date hereof as listed on Schedule 2.01‎(c)(iii) (the Customers on Schedule 2.01‎(c)(i), 2.01‎(c)(ii) and 2.01‎(c)(iii) collectively, the “Customer ListEquipment”); (dii) the leases pursuant to which a All rights of Seller Entity has rights to any of the Tangible Assets, each of which is set forth under those Contracts listed on Schedule 2.01‎(d2(a)(ii) (the “Assigned Equipment Leases”); (e) the Real Property Leases set forth on Schedule 2.01‎(e); (f) such other Contracts of a Seller Entity set forth on Schedule 2.01‎(f) (the “Other Assigned Contracts” and together with the Assigned Customer Contracts, Assigned Equipment Leases and Real Property Leasescollectively, the “Assigned Transferred Contracts”); (giii) copies or originals of sales and service information; Customer, payor and vendor lists; machinery and equipment records; mailing lists and Customer records; sales and purchasing materials; purchase orders; correspondence; marketing brochures; advertising materials; samples and display materials; accounting information Any Technology and other records Intellectual Property Rights (other than any trademarks and documents; domain names) used in each case relating exclusively to the operation of the Business, but excluding all Patient Records and all Legal Communications (such information being referred to as the “Assigned Business Records”); (h) [intentionally omitted]; (i) all of any Seller Entity’s claims, causes of action, rights of recovery (including rights under warranties, indemnities and all similar rights) and rights of set-off against third parties relating to any Acquired Assets arising from and after the Closing, ▇▇▇▇▇▇ or inchoate, known or unknown, or contingent or non-contingent, and whether or not liquidated, arising out of or related to events from and after the Closing; (j) [intentionally omitted]; (k) all Intellectual Property set forth on Schedule 2.01(k2(a)(iii) (the “Acquired Transferred Intellectual Property”); (liv) All supplies and inventories of Seller relating to the extent permissible Business (the “Inventory”), as set forth on Schedule 2(a)(iv) or that Seller acquires (or has title to or the right to acquire) under applicable Lawthe Current Veracity Agreement and which Purchaser may choose to acquire pursuant to Section 2(b); (v) All leases, all personnel easements, licenses, occupancy, use agreements and other estates, rights, title and interests relating to the Business as set forth on Schedule 2(a)(v) (the “Transferred Real Property Interests”); (vi) All Governmental Approvals listed on Schedule 2(a)(vi) (the “Transferred Permits”); (vii) All goodwill and going concern value specifically associated with the Business or the Acquired Assets (the “Goodwill”); (viii) All rights of Seller, if any, with respect to any restrictions on competition and obligations regarding confidentiality, non-disclosure or limited use imposed on third parties relating to the Business (the “Restrictions”); (ix) All books, records, files, data and other materials specifically relating to and used in connection with, or necessary to carry on, the Business or relating to or in connection with the Acquired Assets including, but not limited to, general books and records of the Hired EmployeesBusiness maintained by Veracity Networks to which Seller is entitled access (the “Records”). The Records include rights of Seller to any books of account, mailing lists, marketing materials, product orders, business plans, sales records, research data, business development materials, policy and procedure manuals, price lists, general financial, accounting and credit records, ledgers, files, invoices, customers and suppliers’ lists, customer account information, technical documents, manuals, management software tools, databases, computer tapes and other data, drawings, notebooks, specifications, creative materials, advertising and promotional materials, studies, reports, equipment repair, maintenance or service records, in each case whether written or electronically stored or otherwise recorded and, to the extent legally possible, whether or not subject to confidentiality obligations. To the extent physical delivery of any of the Records has not been requested by Purchaser at the time of Closing or any Records are not easily accessible or physically transferrable by Seller, Seller may retain physical possession of such Records, subject to Seller’s normal record retention policies. Seller shall produce copies of any Records in the possession of Seller upon reasonable request of Purchaser. Seller agrees to treat any Records in its possession as Confidential Information under the requirements of Section 6(b), below; (x) Any maps, surveys, copies of title assurances or title insurance policies, and engineering or architectural plans, specifications or drawings, and copies of all environmental impact, wetlands and similar surveys, approvals and similar information relating to the Network or the Transferred Real Property Interests (the “Property Documents”). To the extent physical delivery of any of the Property Documents has not been requested by Purchaser at the time of Closing or any Property Documents are not easily accessible or physically transferrable by Seller, Seller may retain physical possession of such Property Documents, subject to Seller’s normal record retention policies. Seller shall produce copies of any Property Documents in the possession of Seller upon reasonable request of Purchaser. Seller agrees to treat any Property Documents in its possession as Confidential Information under the requirements of Section 6(b), below; (xi) Passwords, business practices, trade secrets and other oral information of Seller disclosed to or requested by the Purchaser prior to Closing which are relevant to the operation of the Business after Closing; (xii) All rights and interests of Purchaser under the Lease; (xiii) All defenses, claims, deposits, prepayments, refunds, causes of action, credits, warranties (including manufacturer’s warranties), rights of recovery, rights of set off and rights of recoupment relating to any right, property or asset included in the Acquired Assets, or against any party under the Transferred Contracts; and (mxiv) All rights to enforce such right, title and interest, including the goodwillright to sue and recover any sums whether due, going concern value payable, accrued or arising before, on or after the Closing with respect to any of the foregoing (it being understood that the transfers contemplated by this Section 2(a) are intended to be absolute transfers and other intangible assets exclusively generated by, related to or associated with the Business (“Goodwill”not by way of security).

Purchase and Sale of Acquired Assets. Subject to At the Closing and on the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and shall cause each other Seller Entity to, 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, convey to Buyer or such directly or indirectly wholly-owned Subsidiaries of Buyer as Buyer may designate in writing to the Company prior to the Closing (Buyer and deliver such designated directly or indirectly wholly-owned Subsidiaries being collectively referred to Buyeras the “Purchasing Companies”), and Buyer shall purchaseagrees to buy, assumeor to cause the other Purchasing Companies to buy, acquire and accept from each Seller Entitythe Selling Companies, in each case free and clear of all Encumbrances (other than Permitted EncumbrancesEncumbrances and Encumbrances listed on Schedule 3.7(c), all of such Seller Entity’s right, title and interest inin and to all of the assets of the Company or the Selling Subsidiary, to and under as applicable, that are used exclusively in the following assets, properties and rights Business as conducted on the date hereof (collectively, the “Acquired Assets”): (a) the furniture, equipment, medical supplies, and other tangible personal property located in the patient service centers listed on Schedule 2.01‎(a)(i), as more specifically described below (but excluding the “Transferring PSCs”), and such other tangible assets listed on Schedule 2.01‎(a)(iiExcluded Assets):” 5. Section 2.9(b)(i)(D) (collectively, those items in (i)–(ii), the “Tangible Assets”); (b) all inventory and supplies owned by a Seller Entity to the extent related exclusively to the Business, and all such inventory and supplies owned by a Seller Entity located at the Transferring PSCs; (c) (i) the Customer Contracts listed on Schedule 2.01‎(c)(i) (collectively, the “Assigned Customer Contracts”), (ii) the Customer oral arrangements set forth on Schedule 2.01‎(c)(ii) (the “Oral Arrangements”), and (iii) the names and contact information of Customers of the Business immediately preceding the date hereof Purchase Agreement is hereby amended and restated in full to read as listed on Schedule 2.01‎(c)(iiifollows (with new text shown in bold and italics): “(D) (the Customers on Schedule 2.01‎(c)(i), 2.01‎(c)(ii) and 2.01‎(c)(iii) collectively, the “Customer List”); (d) the leases pursuant a contribution of $1,755,000 to which a Seller Entity has rights to any of the Tangible Assets, each of which is set forth on Schedule 2.01‎(d) (the “Assigned Equipment Leases”); (e) the Real Property Leases set forth on Schedule 2.01‎(e); (f) such other Contracts of a Seller Entity set forth on Schedule 2.01‎(f) (the “Other Assigned Contracts” and together with the Assigned Customer Contracts, Assigned Equipment Leases and Real Property Leases, the “Assigned Contracts”); (g) copies or originals of sales and service information; Customer, payor and vendor lists; machinery and equipment records; mailing lists and Customer records; sales and purchasing materials; purchase orders; correspondence; marketing brochures; advertising materials; samples and display materials; accounting information and other records and documents; in each case relating exclusively to the Business, but excluding all Patient Records and all Legal Communications (such information being referred to as the “Assigned Business Records”); (h) [intentionally omitted]; (i) all of any Seller Entity’s claims, causes of action, rights of recovery (including rights under warranties, indemnities and all similar rights) and rights of set-off against third parties relating to any Acquired Assets arising Buyer from and after the Closing, ▇▇▇▇▇▇▇▇ or inchoate▇▇▇▇▇ Client Sales, known or unknownInc., or contingent or non-contingent, and whether or not liquidated, arising out by wire transfer of or related immediately available funds to events from and after the account designated by Buyer to the Company no later than three business days prior to the Closing, to acquire a 19.5% equity interest in Buyer, before giving effect to any grants of interest to certain employees of the Company in connection with the Closing, as contemplated in the Buyer Operating Agreement; ” 6. Section 2.9(b)(i)(E) of the Purchase Agreement is hereby amended and restated in full to read as follows (jwith new text shown in bold and italics): “(E) [intentionally omitted]; a contribution of $1,000,000 to Buyer from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Client Sales, Inc., by wire transfer of immediately available funds to the account designated by Buyer to the Company no later than three business days prior to the Closing, constituting the FC Priority Contribution (k) all Intellectual Property set forth on Schedule 2.01(k) (as defined in the “Acquired Intellectual Property”Buyer Operating Agreement); (l) to the extent permissible under applicable Law, all personnel data and records of the Hired Employees; and (m) the goodwill, going concern value and other intangible assets exclusively generated by, related to or associated with the Business (“Goodwill”).

Purchase and Sale of Acquired Assets. Subject to On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall, and Sellers shall cause each other Seller Entity to, sell, assign, transfer, convey and deliver to BuyerPurchaser, and Buyer Purchaser shall purchase, assume, acquire purchase and accept from each Seller EntitySellers, all of Sellers’ right, title and interest in each case and to the assets of Sellers Related to the Business as set forth below (except for the Excluded Assets set forth in Section 2.2), wherever located, whether tangible or intangible, real, personal or mixed, as the same shall exist at the Closing (such right, title and interest in and to all such assets being collectively referred to herein as the “Acquired Assets”), free and clear of all Encumbrances (Liens, other than Permitted Encumbrances), Liens. The Acquired Assets shall include all of such Seller Entity’s Sellers’ right, title and interest in, in and to and under the following assets, properties and rights assets described in clauses (collectively, a) through (i) below (but shall specifically exclude the “Acquired Excluded Assets”): (a) The Facilities described on Schedule 2.1(a), subject to the furniture, equipment, medical suppliesFacilities Leases for such Facilities becoming Assumed Section 365 Contracts pursuant to Section 6.10, and other tangible personal any real property improvements located in the patient service centers listed on Schedule 2.01‎(a)(i), thereat (the “Transferring PSCs”), and such other tangible assets listed on Schedule 2.01‎(a)(ii) (collectively, those items in (i)–(ii), the “Tangible AssetsAcquired Facilities”); (b) all inventory and supplies owned by a Seller Entity to the extent related exclusively All Tangible Personal Property Related to the Business, and all such inventory and supplies owned by a Seller Entity located at the Transferring PSCsincluding but not limited to those items described on Schedule 2.1(b); (c) (i) all Inventory Related to the Customer Contracts listed on Schedule 2.01‎(c)(i) (collectively, the “Assigned Customer Contracts”), (ii) the Customer oral arrangements set forth on Schedule 2.01‎(c)(ii) (the “Oral Arrangements”), and (iii) the names and contact information of Customers of the Business immediately preceding the date hereof as listed on Schedule 2.01‎(c)(iii) (the Customers on Schedule 2.01‎(c)(i), 2.01‎(c)(ii) and 2.01‎(c)(iii) collectively, the “Customer List”);Business; and (d) the leases Intangible Property; (e) the Facilities Leases for the Acquired Facilities described on Schedule 2.1(e), subject in the case of any Facilities Leases that are Section 365 Contracts to such Facilities Leases becoming Assumed Section 365 Contracts pursuant to which a Seller Entity has rights to any of the Tangible AssetsSection 6.10 (such Facilities Leases, each of which is set forth on Schedule 2.01‎(d) (the “Assigned Equipment Acquired Facilities Leases”); (ef) the Real Personal Property Leases set forth described on Schedule 2.01‎(e2.1(f); , subject in the case of any Personal Property Leases that are Section 365 Contracts to such Personal Property Leases becoming Assumed Section 365 Contracts pursuant to Section 6.10 (f) such other Contracts of a Seller Entity set forth on Schedule 2.01‎(f) (the “Other Assigned Contracts” and together with the Assigned Customer Contracts, Assigned Equipment Leases and Real Personal Property Leases, the “Assigned ContractsAcquired Personal Property Leases”); (g) copies or originals all Customer Contracts (other than any Customer Contracts that are Section 365 Contracts rejected by Sellers), subject in the case of sales and service information; Customer, payor and vendor lists; machinery and equipment records; mailing lists and any Customer records; sales and purchasing materials; purchase orders; correspondence; marketing brochures; advertising materials; samples and display materials; accounting information and other records and documents; in each case relating exclusively Contracts that are Section 365 Contracts to the Business, but excluding all Patient Records and all Legal Communications (such information being referred Customer Contracts becoming Assumed Section 365 Contracts pursuant to as the “Assigned Business Records”)Section 6.10; (h) [intentionally omitted];all Non-Customer Contracts (other than the Acquired Facilities Leases and Acquired Personal Property Leases) either described on Schedule 2.1(h) or constituting Confidentiality Agreements, subject in the case of any such Non-Customer Contracts that are Section 365 Contracts to such Non-Customer Contracts becoming Assumed Section 365 Contracts pursuant to Section 6.10; and (i) all accounts receivable Related to the Business, whenever arising, including recoverable deposits by customers of any Seller Entity’s claims, causes of action, rights of recovery (including rights under warranties, indemnities the Business and all similar rights) rights to rebates and rights of set-off against third parties relating to any Acquired Assets arising from and after the Closingdiscounts payable by manufacturers, ▇▇▇▇▇▇ vendors, suppliers, contractors or inchoate, known or unknown, or contingent or non-contingent, and whether or not liquidated, arising out of or related to events from and after the Closing; (j) [intentionally omitted]; (k) all Intellectual Property set forth on Schedule 2.01(k) (the “Acquired Intellectual Property”); (l) to the extent permissible under applicable Law, all personnel data and records of the Hired Employees; and (m) the goodwill, going concern value and other intangible assets exclusively generated by, related to or associated others in connection with the Business (collectively, the “GoodwillTrade Receivables”).

Purchase and Sale of Acquired Assets. Subject to (a) At the Closing, upon the terms and subject to the conditions set forth in this Agreement, at the Closingincluding ‎Section 5.02(c), Seller shallBuyer agrees to purchase, acquire and accept from Seller, and shall cause each other Seller Entity to, agrees to sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, assume, acquire and accept from each Seller Entity, in each case free and clear of all Encumbrances Liens (other than Permitted Encumbrances), Liens) all of such Seller EntitySeller’s and any of its Affiliates’ right, title and interest in, in and to and under the following assets, properties and rights assets in respect of the Projects (collectively, the “Acquired Assets”): (ai) all deposits and expenses that have been prepaid by Seller (or a predecessor owner), including security deposits with third-party suppliers or 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 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 Current Assets included in the Net Working Capital; (iii) Inventories, including those set forth or disclosed in ‎Section 2.01(a)(iii) of the Seller Disclosure Schedule; (iv) the furnitureOwned Real Property, equipmentas set forth or described in ‎Section 3.15(a) of the Seller Disclosure Schedule and all Improvements located therein or thereon; (v) those Easements, medical supplies, and other tangible personal property located as set forth or described in Section ‎2.01(a)(v) of the patient service centers listed on Seller Disclosure Schedule 2.01‎(a)(i), (the “Transferring PSCsTransferred 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 “▇▇▇▇ Pipeline Easement”), together with the natural gas pipeline(s) and such other tangible assets listed on 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 2.01‎(a)(ii) (collectively, those items in (i)–(iithe “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 Seller Disclosure Schedule (the “Tangible AssetsTransferred Permits”); (bx) all inventory original (or, where not available, copies of) Contracts, documents, books, records and supplies owned by files, including records and files stored on computer disks or tapes or any other storage medium of Seller, primarily relating to a Project, the Acquired Assets or the Assumed Liabilities, including those set forth or described in Section ‎2.01(a)(x) of the Seller Entity to the extent related exclusively to the Business, and all such inventory and supplies owned by a Seller Entity located at the Transferring PSCs; (c) (i) the Customer Contracts listed on Disclosure Schedule 2.01‎(c)(i) (collectively, the “Assigned Customer Contracts”), (ii) the Customer oral arrangements set forth on Schedule 2.01‎(c)(ii) (the “Oral Arrangements”), and (iii) the names and contact information of Customers of the Business immediately preceding the date hereof as listed on Schedule 2.01‎(c)(iii) (the Customers on Schedule 2.01‎(c)(i), 2.01‎(c)(ii) and 2.01‎(c)(iii) collectively, the “Customer ListRecords”); (dxi) to the leases pursuant extent transferrable, all Intellectual Property (other than the Excluded Intellectual Property) owned or licensed by Seller as set forth or described in Section ‎2.01(a)(xi) of the Seller Disclosure Schedule; (xii) subject to which a Seller Entity has rights ‎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 Tangible Acquired Assets; (xiii) all claims or causes of action of Seller or any of its Affiliates against third parties (other than insurance claims pursuant to self-insurance and third party policies) related to the any of the Acquired Assets or the Business and relating to any period ending prior to, each of which is 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 2.01‎(d) (the “Assigned Equipment Leases”); (e) the Real Property Leases set forth on Schedule 2.01‎(e); (f) such other Contracts of a Seller Entity set forth on Schedule 2.01‎(f) (the “Other Assigned Contracts” and together with the Assigned Customer Contracts, Assigned Equipment Leases and Real Property Leases, the “Assigned Contracts”); (g) copies or originals of sales and service information; Customer, payor and vendor lists; machinery and equipment records; mailing lists and Customer records; sales and purchasing materials; purchase orders; correspondence; marketing brochures; advertising materials; samples and display materials; accounting information and other records and documents; in each case relating exclusively to the Business, but excluding all Patient Records and all Legal Communications (such information Emission Allowances as of the Closing Date being referred to as the “Assigned Business RecordsTransferred 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 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; (hii) [intentionally omittedreserved]; (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 Acquired Assets; (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; (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, to Excluded Tax Liabilities; (xi) all Post-Closing Credits; (xii) the Owned Real Property, as set forth or described in ‎Section 2.01(b)(xii) of the Seller Disclosure Schedule and 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 any Seller Entity’s claims, causes under the Assumed Contracts; (iii) all liabilities with respect to the Transferred Permits; (iv) all liabilities of action, rights Seller with respect to the ordering or purchase of recovery Inventories; (including rights under warranties, indemnities v) all Environmental Liabilities; (vi) all Transfer Taxes allocated to the Buyer pursuant to ‎Section 5.03(d) and all similar rights) and rights of set-off against third parties Taxes relating to any 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 arising from and after attributable to the Closing, ▇▇▇▇▇▇ or inchoate, known or unknown, or contingent or non-contingent, and whether or not liquidated, arising out of or related to events period from and after the Closing; (jix) [intentionally omitted];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 (kx) all Intellectual Property liabilities set forth on Schedule 2.01(kor 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 following liabilities or obligations of Seller or any of its Affiliates (whether accrued, absolute, fixed or unfixed, known or unknown, asserted or unasserted, contingent or otherwise) (the “Excluded 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 Intellectual PropertyAssets with respect to any taxable period (including the portion of any Straddle Period) ending on or before the Closing Date (the “Excluded Tax Liabilities”); (lv) to the extent permissible under applicable Law, all personnel data and records liabilities set forth or described in ‎Section 2.01‎(d)‎(v) of the Hired EmployeesSeller Disclosure Schedule; and (mvi) the goodwill, going concern value all liabilities and other intangible assets exclusively generated by, obligations related to or associated with arising under the Business (“Goodwill”)Contract in respect of bilateral purchase of PJM capacity positions for the PJM year June 1, 2017 – May 30, 2018 that are attributable to the period prior to or on the Closing.

Purchase and Sale of Acquired Assets. Subject to (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, Seller shallPurchaser shall purchase from the Sellers, and the Sellers shall cause each other Seller Entity togrant, transfer, sell, assignconvey, transfer, convey assign and deliver to Buyerthe Purchaser, and Buyer shall purchaseas a good faith purchaser for value within the meaning of Section 363(m) of the Bankruptcy Code, assume, acquire and accept from each Seller Entity, in each case free and clear of all Encumbrances (Liens, other than Permitted Encumbrances)Liens, all of such Seller Entity’s right, title and interest in, to and under the following assets, properties and rights assets of the Sellers (collectively, the “Acquired Assets”"ACQUIRED ASSETS"): (ai) all raw materials, work-in process, finished goods, supplies and inventory of the furnitureSellers (collectively, equipment, medical supplies, and other tangible personal property located in the patient service centers listed on Schedule 2.01‎(a)(i), (the “Transferring PSCs”"INVENTORY"), and such all computer records and other tangible assets listed on Schedule 2.01‎(a)(ii) (collectively, those items in (i)–(ii), records relating to the “Tangible Assets”)foregoing; (bii) all inventory (x) accounts receivable of the Sellers (subject to offsets and supplies owned amounts owed to customers associated with such receivables, which shall be credited and applied by a Seller Entity to the extent related exclusively to the Business, Purchaser against such receivables) and all such inventory and supplies owned by a Seller Entity located at the Transferring PSCs; (cy) notes receivable (i) the Customer Contracts listed excluding those notes receivable set forth on Schedule 2.01‎(c)(i2.1(a)(ii)) with maturities of less than ninety (90) days of the Sellers (subject to offsets and amounts owed to customers associated with such notes, which shall be credited and applied by the Purchaser against such notes), in each case less than ninety (90) days past due as of the Closing Date (the validity or amount of which is not in dispute by the relevant obligor) (collectively, the “Assigned Customer Contracts”"RECEIVABLES"), provided, that Receivables shall exclude the Assumed Intercompany Receivables; and provided further that once Purchaser receives (iinet of offsets and amounts owed to customers) Eight Million Two Hundred Thousand Dollars ($8,200,000) of proceeds from the Customer oral arrangements set forth on Schedule 2.01‎(c)(ii) (the “Oral Arrangements”), and (iii) the names and contact information of Customers collection of the Business immediately preceding Receivables and the date hereof as listed on Schedule 2.01‎(c)(iiisale of the Inventory, Purchaser shall assign to the Sellers a fifty percent (50%) interest in all its rights, title and interest in any other Receivables and Inventory (the Customers on Schedule 2.01‎(c)(i), 2.01‎(c)(iiand proceeds thereon) and 2.01‎(c)(iii) collectively, the “Customer List”in excess of Eight Million Two Hundred Thousand Dollars ($8,200,000); (diii) all personal property and interests therein owned by the leases pursuant to which a Seller Entity has rights to any of the Tangible AssetsSellers, each of which is set forth on Schedule 2.01‎(d) including, without limitation, vehicles, machinery, equipment, furniture, office equipment, tools and other tangible property, (the “Assigned Equipment Leases”); (e) the Real Property Leases set forth on Schedule 2.01‎(e); (f) such other Contracts of a Seller Entity set forth on Schedule 2.01‎(f) (the “Other Assigned Contracts” and together with the Assigned Customer Contracts, Assigned Equipment Leases and Real Property Leasescollectively, the “Assigned Contracts”"EQUIPMENT"); (g) copies or originals of sales , and service information; Customer, payor and vendor lists; machinery and equipment records; mailing lists and Customer records; sales and purchasing materials; purchase orders; correspondence; marketing brochures; advertising materials; samples and display materials; accounting information all computer records and other records and documents; in each case relating exclusively to the Businessforegoing. Notwithstanding any other provision in this Agreement to the contrary, but excluding all Patient Records the Purchaser shall remove or otherwise dispose of the Inventory and all Legal Communications Equipment located at the Sellers' premises by the later of (a) the Closing Date, or (b) August 15, 2002 or (c) such information being referred to later date determined by the Bankruptcy Court as the “Assigned Business Records”deadline to assume or reject those leases of non-residential real property that are the subject of the Sellers' July 1, 2002 motion to extend time to assume or reject such leases (the "DETERMINATION DATE"); (h) [intentionally omitted]; (i) all . In the event that Purchaser has not removed or disposed of any Seller Entity’s claims, causes of action, rights of recovery (including rights under warranties, indemnities Inventory or Equipment by the Determination Date then Purchaser shall deliver a written notice to Sellers specifying such Inventory and all similar rights) and rights of set-off against third parties relating to any Acquired Assets arising from and after the Closing, ▇▇▇▇▇▇ Equipment that has not been removed or inchoate, known or unknown, or contingent or non-contingentdisposed of, and whether or not liquidatedexecute all such deeds, arising out bills of or related sale, enforcements, assignments and other good and sufficient instruments of sale transfer, conveyance and assignment as shall be necessary to events from transfer, convey and after the Closing; (j) [intentionally omitted]; (k) all Intellectual Property set forth on Schedule 2.01(k) (the “Acquired Intellectual Property”); (l) assign to the extent permissible under applicable Law, all personnel data Sellers such remaining Inventory and records Equipment and Sellers shall accept such assignment and conveyance of the Hired Employees; and (m) the goodwill, going concern value such remaining Inventory and other intangible assets exclusively generated by, related to or associated with the Business (“Goodwill”)Equipment.

Purchase and Sale of Acquired Assets. Subject The Seller shall cause the sale and transfer to the terms Buyer, and conditions set forth in this Agreementthe Buyer shall purchase, at the Closing, Seller shallsubject to and upon the terms and conditions contained herein, and shall cause each other Seller Entity to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, assume, acquire and accept from each Seller Entity, in each case free and clear of all Encumbrances any Liens (other than except for the Permitted Encumbrances), all of such Seller Entity’s the right, title and interest inthat the Seller possesses, in and to and under the following assets, properties and rights assets (collectively, the “Acquired Assets”): (a) the furnitureall fixed assets, equipmentincluding vehicles, medical suppliesmachinery, equipment and furniture and other tangible personal property located owned or used by the Seller in the patient service centers listed operation of the Business as reflected on Schedule 2.01‎(a)(i2.1(a), (the “Transferring PSCs”), but excluding any real property and such other tangible improvements thereto owned by Seller and any leased assets listed on Schedule 2.01‎(a)(ii) (collectively, those items in (i)–(ii), the “Tangible Assets”)which Buyer elects not to assume; (b) all inventory notes and supplies owned by a accounts receivable (billed and unbilled), retentions and miscellaneous receivables of the Seller Entity relating to the extent related exclusively to Business or arising from the Business, and all such inventory and supplies owned by a operations of the Seller Entity located at (the Transferring PSCs“Acquired Accounts Receivable”); (c) (i) all inventory, including all materials and supplies, relating to the Customer Contracts listed on Schedule 2.01‎(c)(i) (collectively, Business or resulting from the “Assigned Customer Contracts”), (ii) operation of the Customer oral arrangements set forth on Schedule 2.01‎(c)(ii) Business (the “Oral Arrangements”), and (iii) the names and contact information of Customers of the Business immediately preceding the date hereof as listed on Schedule 2.01‎(c)(iii) (the Customers on Schedule 2.01‎(c)(i), 2.01‎(c)(ii) and 2.01‎(c)(iii) collectively, the “Customer ListAcquired Inventory”); (d) the leases pursuant to which a Seller Entity has rights to any of the Tangible Assets, each of which is set forth on Schedule 2.01‎(d) Seller’s prepaid expenses (the “Assigned Equipment LeasesAcquired Prepaid Expenses”); (e) all of Seller’s right, title and interest in and to all customer purchase orders, customer accounts, customer contracts, bids and other rights to provide services or materials to customers of Seller, in existence as of the Real Property Leases set forth on Schedule 2.01‎(e)Closing Date; (f) such other Contracts the sole and exclusive right, title and interest in and to any and all customer and vendor lists of a Seller Entity set forth on Schedule 2.01‎(fincluding, but not limited to the lists of customers and vendors attached as Schedules 3.18(a) (the “Other Assigned Contracts” and together with the Assigned Customer Contracts, Assigned Equipment Leases and Real Property Leases, the “Assigned Contracts”3.18(b); (g) copies or originals all business files and records of sales and service information; Customer, payor and vendor lists; machinery and equipment records; mailing lists and Customer records; sales and purchasing materials; purchase orders; correspondence; marketing brochures; advertising materials; samples and display materials; accounting information and other records and documents; in each case the Seller relating exclusively to the Acquired Assets and/or the Business, but excluding including, without limitation, all Patient Records sales order files, systems order files, purchase order files, customer lists and records and copies of all Legal Communications (such information being referred legal, accounting and tax records relating to as the “Assigned Business Records”)Acquired Assets and/or the Business; (h) [intentionally omitted]all Intellectual Property relating to the Business, including, without limitation, all proprietary and/or branded products of Seller (including all documentation, formulae or other materials relating to such products), all royalties, rights and interests in connection with any license of such Intellectual Property and including all of Seller’s right, title and interest in and to the name Ranzal & Associates, Inc. or any other name which is derivative thereof or similar thereto and all tradenames or trade expressions utilized by Seller in the course of the operation of the Business (provided, however, that nothing herein shall prohibit the Stockholders from ordinary personal use of the name “Ranzal”); (i) all of any Seller EntitySeller’s claimsright, causes of action, rights of recovery (including rights under warranties, indemnities title and all similar rights) interest in and rights of set-off against third parties relating to any Acquired Assets arising from and after the Closing, web site ▇▇▇.▇▇▇▇▇▇ ▇.▇▇▇, including all computer hardware, computer software (including source code, object code and documentation) and all other equipment, assets or inchoateproperty relating thereto or used in connection with the Business; provided, known or unknownhowever, or contingent or non-contingentthat if subsequent to the Closing, the Buyer voluntarily elects not to renew the registration of the web site ▇▇▇.▇▇▇▇▇▇.▇▇▇, the Stockholders shall thereafter be entitled to use such web site for personal usage only, and whether or not liquidatedin connection with the operation of any business, arising out regardless of or related to events from and after the Closingnature of the business; (j) [intentionally omitted]all of Seller’s right, title and interest in and to all telephone numbers used by Seller in the course of the Business and any and all right, title and interest of Seller in and to any domain names, e-mail addresses or worldwide internet addresses utilized by Seller in the course of the Business, all as set out in Schedule 2.1(j); (k) all Intellectual Property set forth Contracts which are in effect on Schedule 2.01(k) the Closing Date, unless the Buyer shall notify Seller that it elects not to acquire or assume any Contracts (the “Acquired Intellectual Property”in which event such Contracts which Buyer has elected to exclude shall not be transferred to Buyer and shall be retained by Seller); (l) all exclusive distribution rights, marketing rights and similar rights held by or granted to Seller and any and all Contracts evidencing such rights or relating thereto; (m) all right, title and interest in the Permits relating to the operation of the Business, to the extent permissible under applicable Lawtransferable; (n) all of Seller’s catalogs, manuals, marketing materials and advertisements and promotional materials; (o) all personnel data other properties, assets of every nature, kind and records of description, tangible or intangible, whether accrued, contingent or otherwise, related to or used or held for use in connection with the Hired EmployeesBusiness, as the same may exist on the Closing Date except only for the Excluded Assets; and (mp) all goodwill of the goodwill, going concern value Seller relating to the Acquired Assets and other intangible assets exclusively generated by, related to or associated with the Business (“Goodwill”)Business.