Common use of Purchase and Sale of Assets Clause in Contracts

Purchase and Sale of Assets. Each applicable Asset Seller shall sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey convey, and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any Encumbrances (including Encumbrances related to the Closing Debt and any other debt of Seller as provided in this Agreement) other than Permitted Encumbrances), all of such Asset Seller’s right, title title, and interest in, to to, and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties properties, and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired (other than the Excluded Assets), and, to the extent they relate primarily to, or which are used or held for use primarily in connection withwith the Business (collectively, the Business“Purchased Assets”), substantially including the following: (a) all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible Transmission Assets (including goodwillthe Eklutna Transmission Assets, except as otherwise provided in Section 6.30), located in Plant A, the Altoona Facility and the Cross Dock; (b) all Distribution Assets; (c) all Generation Assets other than the Eklutna Generation Assets; (d) all Customer Services Assets; (e) Transferred Cash; (f) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts parts, stored gas, BRU fuel inventory, and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively ; (g) all Contracts relating to the Business (or by which the “Acquired Inventory”); (c) all ContractsPurchased Assets may be bound, including Intellectual Property Agreements (if any)Agreements, including those set forth on Schedule 2.02(cSection 2.01(g) of the Disclosure Schedules (the “Assigned Contracts”); (dh) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (ei) all furniture, fixtures, equipment, machinery, tools, vehicles, rolling stock, office equipment, supplies, computers, telephones telephones, and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (fj) all rights Owned Real Property (including the Storage Facility) and obligations of PrestoliteLeased Real Property and easements and Other Real Property Interests; (k) the BRU Interest; (l) all Permits, except for any Excluded Liabilitiesincluding Environmental Permits, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant BSeller, transferable, and (iii) required for the conduct of the Business as currently conducted at such locationor for the ownership and use of the Purchased Assets, in each case as set forth including those listed on Schedule 2.02(f)Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules; (gm) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely (including any appeals by Seller of the denial by the State of Alaska Department of Revenue of gas production tax credits) to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (in) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums sums, and fees (including any such item relating to the payment of Taxes) of the Acquired Company); (jo) all of Seller’s rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (kp) all insurance benefits, including rights and proceeds, arising from or relating to the extent transferable without violating applicable LawPurchased Assets or the Assumed Liabilities; (q) originals, originals (or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, purchasing records, manuals, equipment repair, maintenance or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, drawings, procedures and other similar items of Seller, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records records, and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements Agreements, whether existing in hard copy or magnetic or electronic form (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets;and (lr) all goodwill related exclusively to and the Business; and (m) uniform product codes for the products going concern value of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Seller Pursuant to sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to the satisfaction of the conditions contained in this Agreement, at the Closing, the Selling Entities shall sell, assign, transferconvey, convey transfer and deliver to the applicable Buyer, and such the Buyer shall purchasepurchase and acquire from the Selling Entities, acquire all of the Selling Entities’ right, title and accept from such Asset Sellerinterest, free and clear of any all Liabilities and Encumbrances (other than the Assumed Liabilities and Permitted Encumbrances), in and to all of such Asset Seller’s right, title and interest in, to and under the following assets, properties and rights (but excluding assets of the Excluded Assets) Selling Entities set forth on Section 2.1 of the Seller Disclosure Schedule (collectively, the “Purchased Assets”); provided, however, that notwithstanding anything to the contrary herein, the Purchased Assets shall not include any Excluded Assets. Without limiting the generality of the foregoing, the Purchased Assets shall include all of the Selling Entities’ right, title and interest in and to the following (except to the extent listed as, or otherwise constituting, an Excluded Asset): (a) substantially all accounts receivable of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to Selling Entities arising under the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross DockAssumed Real Property Lease; (b) all inventoryroyalties, finished goodsadvances, raw materialsprepaid assets, work in progress, packaging, supplies, parts security and other inventories (“Inventory”)deposits, located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively prepayments and other current assets relating to the Business (the “Acquired Inventory”)Assumed Real Property Lease; (c) all Contractsthe Real Property Lease (as amended from time to time in accordance with Section 2.5 hereof, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned ContractsAssumed Real Property Lease”)) assumed and assigned to the Buyer pursuant to Section 2.5; (d) all Intellectual items of machinery, equipment, supplies, furniture, fixtures, leasehold improvements (to the extent of the Selling Entities’ rights to any leasehold improvements under the Assumed Real Property set forth on Schedule 2.02(dLease) (and other tangible personal property and fixed assets owned by the “Intellectual Property Assets”)Selling Entities as of the Closing located at the Xxxxxx Facility; (e) all furniturebooks, fixturesrecords, equipmentinformation, machineryfiles, toolsdata and plans (whether written, vehicleselectronic or in any other medium) and similar items of the Selling Entities as of the Closing in each case exclusively related to the Purchased Assets (collectively, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal PropertyDocumentary Materials”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of PrestoliteEnvironmental Permits needed for operations at sites subject to the Assumed Real Property Lease, except for any Excluded Liabilities, under to the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any extent such Environmental Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f);transferable; and (g) all rights any rights, claims or causes of action as of the Closing of any Selling Entity relating to or arising against counterparties to the Assumed Real Property Lease in respect of the assets, properties, conduct of business or operations of such Selling Entity that arise from and obligations after the Petition Date or relate to events, facts and circumstances first existing after the Petition Date, excluding any rights, claims or causes of GCI, except for action that relate to any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ Excluded Liabilities and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including excluding any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)accounts receivable.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign, transferconvey, convey transfer and deliver to the applicable Buyer, and such Buyer shall purchase, purchase and acquire and accept from such Asset Seller, free and clear of any all Encumbrances (other than except Permitted Encumbrances), all of such Asset Seller’s right, title and interest in, to and under the following assetsreal and personal property, properties and rights (but excluding tangible or intangible, described below, as they exist at the Effective Time, except to the extent that such assets are Excluded Assets) Assets (collectively, the “Purchased Assets”): (a1) substantially all of the assetsFee Parcels and the Flowage Rights, properties and rights of every kind other real property and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, real property interests related to the extent they relate primarily toProjects, or are used or held for use primarily in connection withdescribed on Exhibit 2.1(1) (collectively, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired InventoryReal Property”); (c2) all Contractsthe machinery, including Intellectual Property Agreements (if anyequipment, tools, furniture, furnishings and other fixed assets listed on Exhibit 2.1(2), set forth on Schedule 2.02(c) and all related warranties by manufacturers or vendors to the extent that those warranties are freely transferable (such warranties are referred to in this Agreement as the “Assigned ContractsTransferable Warranties”); (d3) the inventory of supplies, stores, tools, parts and materials used in connection with the Projects, as identified on Exhibit 2.1(3); (4) all Intellectual Property licenses (other than Permits), contracts, agreements, purchase orders, commitments, understandings or arrangements (other than those with Affiliates, unless listed on Exhibit 2.1(4)) to which Seller is a party or by which it is bound and that primarily relate to the Projects or the Purchased Assets (as described elsewhere in this Section 2.1), all as set forth on Schedule 2.02(dExhibit 2.1(4) (collectively, the “Intellectual Property AssetsAssumed Agreements”); (e5) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such locationlisted on Exhibit 2.1(5), in each case as set forth on Schedule 2.02(f); to the extent they are freely assignable (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia LeaseTransferable Permits”); (h6) the Environmental Permits that are listed on Exhibit 2.1(6), in each case to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to same are freely assignable (the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise“Transferable Environmental Permits”); (i7) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired CompanyDocuments; (j) all rights of any Asset Seller regarding warranties, indemnities 8) the facilities and all similar rights against any third party, solely equipment required to interconnect the Projects to the extent related to any Purchased Assets or Assumed Liabilitiesdistribution grid as described on Exhibit 2.1(8), arising that on or after the Closing DateDate will be owned and operated by WWLC; (k9) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the BusinessWVIC Shares; and (m10) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1additional assets set forth on Exhibit 2.1(10).

Purchase and Sale of Assets. Each applicable Asset On and subject to the terms and conditions of this Agreement, at the Closing, Seller shall shall, sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchaseshall, purchase and acquire and accept from such Asset Seller, free and clear of any Encumbrances (other than Permitted all Encumbrances), all of such Asset Seller’s right, title and interest ininterest, as of the Closing, in and to and under the following assets, properties and rights (but excluding that are used in connection with the Excluded Assets) Business as currently conducted by Seller (collectively, the “Purchased Assets”): (a) substantially all fixed assets, including, without limitation, all fixtures, furniture, furnishings, equipment, products, tools, programs, communications equipment, accessories, computers, computer hardware and peripheral devices, office and other equipment and appliances, any replacement and spare parts for any such assets, and all software embedded therein and all manuals, instruction booklets, forms, guides, written warranties, bills of sale, other documents of conveyance and other materials used in connection therewith or related thereto (collectively, the “Fixed Assets”), including without limitation, all Fixed Assets listed in Section 1.1(a) of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross DockSeller Disclosure Schedule; (b) all inventorycontact information (including the name, finished goodsphone number and address), raw materialsresumes and records relating to all individuals that serve as who serve as the employees (such individuals, work each of whom is listed in progressSection 1.1(b) of the Seller Disclosure Schedule, packaging, supplies, parts and other inventories (are collectively referred to herein as the “InventoryEmployee Assets”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”);; C070425/0230696/1596822.5 7148758.4 (c) all Contractsbooks, customer lists, records, files and papers (“Business Records”) that contain information relating, directly or indirectly, to the Business or the Purchased Assets, including Intellectual Property Agreements (if any)without limitation, set forth on Schedule 2.02(c) (all client and customer lists and information relating to Seller’s personnel and in place workforce. To the “Assigned Contracts”);extent any Business Records are in electronic format, Seller will provide such Business Records in electronic format [and in paper format.] (d) all Intellectual Property set forth on contracts and agreements of Seller related to the Business listed in Section 1.1(d) of the Seller Disclosure Schedule 2.02(d) (the “Intellectual Property AssetsAssumed Contracts”)) to the extent the required Consents related to the Assumed Contracts are obtained on or prior to the Closing Date; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (deposits held for the “Tangible Personal Property”) that is (a) located at Plant B account or (b) set forth on Schedule 2.02(e)benefit of Seller under the Assumed Contracts; (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically Intellectual Property listed in relation to Plant B, and (iii) required for the conduct Section 2.15 of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)Seller Disclosure Schedule; (g) all rights Permits listed in Section 1.1(g) of the Seller Disclosure Schedule, to the extent transferable; (h) all computers, computer programs, computer databases, hardware and obligations software owned, licensed or used by the Seller in connection with the Business, including but not limited to any and all proprietary software of GCISeller owned, except for any Excluded Liabilities, under licensed or used by the real property lease agreement relating to office space Seller in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 connection with the Business (as amended, restated, supplemented or modified, the “Georgia LeaseSoftware”); (hi) the right to use any forms, processes and solutions developed by and for Seller and employed by Seller, on or prior to the extent transferableClosing Date, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to in operating the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights municipal, state and federal franchises, licenses, authorizations and permits of any Asset the Seller regarding warranties, indemnities and all similar rights against any third party, solely which are necessary to operate the Business or are related to the extent related Purchased Assets; all prepaid charges, deposits, sums and fees of Seller relating to any the Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (k) all claims and rights of Seller related to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in arising from the Purchased Assets; (l) all goodwill related exclusively to the Businessname “Summit Software,” including any registered or unregistered trademark rights Seller may have in that name; and (m) uniform product codes for the products all of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (goodwill relating to the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in Business or any of the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Assets.

Purchase and Sale of Assets. Each applicable Asset Seller Subject to the terms and conditions set forth herein, at the Closing, the Company shall sell, assign, transfer, convey and deliver to the applicable BuyerNewco, and such Buyer Newco shall purchase, acquire and accept purchase from such Asset Sellerthe Company, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Sellerthe Company’s right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired (other than the Excluded Assets), and, to the extent they which relate primarily to, or are used or held for use primarily in connection with, the BusinessBusiness (collectively, substantially the “Purchased Assets”), including, without limitation, the following: (a) all accounts or notes receivable held by the Company, and any security, claim, remedy or other right related to any of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible foregoing (including goodwill“Accounts Receivable”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any)Company IP Agreements, set forth on Schedule 2.02(cSection 2.01(c) of the Disclosure Schedules (the “Assigned Contracts”); (d) all Company Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”)Property; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights owned and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 leased Real Property; (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any g) all Permits that which are (i) assignable under applicable Law, (ii) held by Sellers solely the Company and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such locationor for the ownership and use of the Purchased Assets, in each case as set forth including, without limitation, those listed on Schedule 2.02(f); (gSection 3.17(b) all rights of the Disclosure Schedules and obligations Section 3.18(b) of GCIthe Disclosure Schedules, except for any Excluded Liabilities, under but solely to the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)extent assignable; (h) all syllabi and resource material and content for those courses offered as part of the educational programs offered by USU from time to time, including concepts, materials, resources and text requirements, self-study materials, case studies, curricula and such other items or materials, in all forms and media, as has been developed by or for USU from time to time relating to the extent transferableprograms or as is otherwise used by USU in connection with the offering and delivery of the programs; (i) all student records, ledgers, financial statements and records, operating data, correspondence, employment records, placement records, marketing materials, prospect lists, information and data, mailing lists and copies of all documents and other information and data filed by the Company with any Governmental Authority or any guaranty or accrediting agency, whether on computer disk, in paper form or otherwise; (j) all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely the Company to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (ik) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Companyfees; (jl) all of the Company’s rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets; (m) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities, arising on or after but solely to the Closing Dateextent assignable; (kn) to the extent transferable without violating applicable Laworiginals, originals (or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Company Intellectual Property Assets and the Intellectual Property Company IP Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (lo) all goodwill related exclusively to and the going concern value of the Business; and (mp) uniform product codes for all rights in and to the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)name United States University.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions of this Agreement, at the Closing the Seller shall sell, assign, transfer, convey and deliver Transfer to the applicable BuyerPurchaser, and such Buyer the Purchaser shall purchase, acquire and accept from such Asset the Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset the Seller’s 's right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones Inventory and other tangible personal property assets, used or located at the Stores (or the “Tangible Personal Property”locations subject to the Subleases) that is and relating to the Business, less and except the Excluded Assets (after giving effect to the exclusion of the Excluded Assets, such assets, together with all right, title and interest as tenant or lessee pursuant to the Leases, being hereinafter collectively referred to as the "Transferred Assets"), free and clear of any and all Liens (except Permitted Liens), such Transferred Assets to include, without limitation: (a) located at Plant B or all of Seller's rights and interests under the Third Party Leases; (b) the Store Equipment; (c) the Petroleum Equipment; (d) the Inventory and the Store Supplies; (e) the Change Fund as set forth on Schedule 2.02(e2.1(e); (f) all rights right and obligations interest of Prestolitethe Seller in, except for any Excluded Liabilities, to or under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth Contracts identified on Schedule 2.02(f2.1(f); (g) all rights computer hardware and obligations of GCIcomputer software documentation (subject to applicable license agreements) utilized in, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modifiedconnected with, the “Georgia Lease”);Stores, including source code and systems documentation and telephone switches related to point-of-sale and petroleum dispensing equipment, and the Home Office Computer System. (h) all rights, interests and claims under the North Carolina Commercial Leaking Petroleum Underground Storage Tank Cleanup Fund and the South Carolina SUPERB Account and SUPERB Financial Responsibility Fund (individually or collectively, as applicable, the "Trust Fund"), or any other fund, program, or insurance policy relating to the extent transferablepayment or reimbursement of costs, all rights of any Asset Seller to any Actions against third parties available to expenses or being pursued by such Asset Seller solely to the extent damages related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwisereleases from underground storage tanks; (i) the names "Quick Stop," "Quick Stop Food Mart," all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums variations thereof and fees (including any such item relating to the payment of Taxes) of good will associated therewith and with the Acquired CompanyBusiness; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising motor vehicles identified on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1Schedule 2.1(j).

Purchase and Sale of Assets. Each applicable Asset Upon the terms and conditions herein set forth, Seller shall sellhereby sells, assignconveys, transfertransfers, convey assigns, grants and deliver delivers to the applicable Buyer, and such Buyer shall purchasehereby purchases, acquire acquires and accept accepts from such Asset SellerSeller all right, title and interest of Seller in, to and under all assets of Seller except for the Excluded Assets (as defined herein), including without limitation, the following assets, wherever situated (collectively, the “Assets”, as of the Closing Date (as defined below), free and clear of any Encumbrances all pledges, security interests, liens, encumbrances or charges (other than Permitted collectively, “Encumbrances)”): (a) all tangible assets (including, without limitation, equipment and computer hardware) wherever located, including without limitation the tangible assets listed on Schedule 1.1(a) (collectively, the “Equipment”) and equipment warranties relating to items included in the Equipment to the extent such warranties are contractually assignable by the Seller; (b) subject to Section 1.3, all of such Asset Seller’s right, title and interest in, to and under the following assetsclaims under, properties all contracts, agreements, licenses, leases and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”commitments set forth on Schedule 1.1(b); (c) all Contractsright, title and interest of Seller in and to Intellectual Property, including Intellectual Property Agreements without limitation (if anyi) patents, patent applications (including the right of priority), inventions (whether or not patentable), websites, domain names, trade names (registered and unregistered), trademarks (registered and unregistered), and service marks (registered and unregistered), whether domestic or foreign, (including any and all associated good will), in each case, all variations thereof and all registrations and applications therefor (including the right to use the name “Applied Optical Sciences” or “AOS” in trade or business) and all uniform resource locators, trade secrets, know-how, proprietary information, works of authorship, Software, computer programs and routines, source code, object code, html code, tools developed in support of production of Software development, databases, customer support logs, scripts, systems documentation and user manuals, remedies against infringement of the foregoing and rights to protection of interests therein under the laws of all jurisdictions; and (ii) all registered and unregistered copyrights, all published and unpublished books, newsletters, pamphlets, manuals, websites, databases, product development files, production files and art files, in any form or media, and other media embodying such copyrights, and all Software (as that term is defined in Section 4.12), including, without limitation, all computer programs and routines, source code, object code, html code, customer support logs, scripts, systems documentation and user manuals, including without limitation, the items set forth on Schedule 2.02(c) 4.13 (collectively, the “Assigned ContractsTransferred Intellectual Property”); (d) all books and records of Seller, including, without limitation, those relating to the Transferred Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”)Property, supplier lists and product literature, whether or not such items are stored in computer or in any other form or medium; (e) all furnitureproperty, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones diskettes and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e)data sources, as well as copies of all Assumed Contracts and all customer files and correspondence; (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under to the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable extent transfer is permitted under applicable Lawlaw or regulation, all permits, approvals, franchises, licenses or other authorizations granted to Seller by any federal, state or local court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(fa “Governmental Entity”); (g) all accounts, notes, and other receivables, billed and unbilled, and all rights to receive payments thereunder, other evidences of indebtedness and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating all other rights to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 receive payments (as amended, restated, supplemented or modifiedcollectively, the “Georgia LeaseAccounts Receivable”); (h) to all of the extent transferable, all rights goodwill of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise;Seller; and (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recoverySeller under unexpired non-disclosure or confidentiality, rights non-compete, non-solicitation agreements, assignment agreements or similar agreements with former or current employees of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any or with third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after such agreements are assignable without the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession consent of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)party thereto.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions of this Agreement, as of the Effective Time, Seller shall sell, assign, transfer, transfer and convey and deliver to the applicable Buyer, and such the Buyer shall purchase, acquire and accept from Seller, all of such Asset Seller’s right, title and interest to and in all of the assets, properties, rights, licenses and business owned by Seller that are primarily used, or primarily held for use, in the Business, of every kind and description, wherever located, real, personal or mixed, tangible or intangible, as the same shall exist at the Effective Time, free and clear of all Encumbrances other than Permitted Encumbrances (the “Purchased Assets”); provided, however, that in no event shall the Purchased Assets include any Encumbrances Excluded Assets. Without limiting the generality of the foregoing, the Purchased Assets shall include (other than Permitted Encumbrances), Excluded Assets) all of such Asset Seller’s right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”):under: (a) substantially all of the assetsleases of, and other interests in, real properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwilllisted on Schedule 2.1(a), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventorypersonal property and interests therein primarily used, finished goodsor primarily held for use, raw materialsin the Business, work in progressincluding furniture, packagingoffice equipment, suppliescomputers and related hardware, parts software, communications equipment, and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”)tangible personal property; (c) all Contracts, including Intellectual Property Agreements of Seller’s equity in TM Procure LLC (if anyCalifornia), set forth on Schedule 2.02(cTM Procure CA Inc. (Canada) and CT Procure IRE, Ltd. (the “Assigned Contracts”Ireland); (d) all Intellectual Property set forth on Schedule 2.02(d) (rights of Seller in, to and under the “Intellectual Property Assets”);Assumed Contracts. (e) all furnitureaccounts, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones notes and other tangible personal property (receivables primarily relating to the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e)Business; (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement expenses that have been prepaid by Seller primarily relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers lease and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, rental payments; (g) all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 Seller’s rights, claims, counterclaims, credits, causes of action or rights of set-off against third parties primarily relating to the Acquired Company filed since January 1Business, 2005 liquidated or unliquidated; (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including h) all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets owned by Seller and all goodwill associated therewith, in each case primarily used or primarily held for use in the Intellectual Property Agreements Business; SL01DOCS\6494934 (“Books and Records”); provided, that, for i) the avoidance bank accounts of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents Seller listed on Schedule 2.1(i) (the “Asset Seller Corporate BooksTransferred Bank Accounts”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (mj) uniform product codes for all goodwill primarily associated with the products of Business or the BusinessPurchased Assets; provided, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided however, that Sellers in no event shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account include any approvals or procedures that may be required by GC1)Excluded Asset.

Purchase and Sale of Assets. Each applicable Asset As of the Closing (as defined in Section 3), subject to the terms and conditions set forth herein, Seller shall will grant, sell, assign, transfer, convey assign and deliver transfer to the applicable Buyer, and such Buyer shall purchase, acquire will purchase and accept all of Seller's right, title and interest in and to the following (collectively, the "Purchased Assets"): (a) all tangible assets, including, without limitation, fixed assets, furniture, fixtures, machines, equipment, all inventories of office supplies and other accessories related thereto which are held at, or are in transit from or to, the Keno Business including raw materials, work in process and finished goods ("Inventory"), and computer hardware, in each case only to the extent such Asset assets are currently solely and exclusively used in and required for the Keno Business, wherever located, including any and all Keno assets located on the real property of the offices of Seller located at 0000 Xxxx Xxx Xxxx Xxxx, Xxx Xxxxx, Xxxxxx, 000 X. Xxxx Xxxx., Xxxx, Xxxxxx, and Seller's Keno service locations, and those assets set forth on Schedule 1.1(a) (collectively, the "Keno Personal Property"); (b) all content of the customer lists of Seller, free including, without limitation, e-mail addresses and clear contact information of any Encumbrances such customers and prospects of Seller (including, as appropriate, names, addresses, dates and other than Permitted Encumbrancesinformation customarily maintained by Seller), including, without limitation, all of such Asset Seller’s copies and tangible embodiments thereof (in whatever form or medium), in each case only to the extent relating to the Keno Business; (c) all marketing information and any copies thereof including, without limitation, all market research, product and service feedback, product and service reviews and focus group materials, in each case in any and all media, and in each case only to the extent solely and exclusively related to the Keno Business; (d) all right, title and interest in, to and under claims under, the following assetscontracts, properties leases, purchase order, sales order, judgment, agreements, licenses and rights commitments (but excluding the Excluded Assets"Contracts") of Seller set forth in Schedule 1.1(d) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill"Assumed Contracts"), located in Plant B, andincluding customer proposals and orders, to the extent they relate primarily tothat such contracts, or agreements and commitments are used or held for use primarily in connection withassignable and transferable, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively case only to the Business (extent solely and exclusively related to the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”)Keno Business; (e) all furniturelicense agreements relating to the patents, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones trademarks and other tangible personal intellectual property related to the Keno Business to the extent assignable (the “Tangible Personal collectively, "Keno Intellectual Property”) that is (a) located at Plant B or (b) "), as set forth on Schedule 2.02(e1.1(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller solely and the Acquired Company exclusively relating to the extent relating primarily to the Keno Business, including, but not limited to, books such items stored in computer or by any other means or media; (g) accounts receivables of account, ledgers Seller solely and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns exclusively arising from the Keno Business; (h) the leasehold interest in the possession real property commonly known as 4000 Ali Baba, Suites D, E, F and G, Las Vegas, Nevada (the "Premises") which is subject to the Standard Industrial/Commercial Multi-Tenant Lease, dated September 8, 2003, as First Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated July 14, 2004, Second Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated November 18, 2008 and Third Amendment to Standard Industrial/Commercial Multi-Tenant Lease, dated May 11, 2009 (collectively, the "Lease"), between Seller and Vegas Ventures, as landlord ("Landlord"); provided that if Landlord does not consent to the assignment of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating Lease to the Acquired Company filed since January 1Buyer, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets such leasehold interest and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records Lease shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in be excluded from the Purchased Assets; (l) all goodwill related exclusively to the Business; and (mi) uniform product codes for the products of the Business, except for UPC code 079407 all Claims (General Cableas defined in Section 13.1) and 686177 (Prestolite Wire LLC) (other rights solely and exclusively related to and arising from the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer foregoing and the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Keno Business.

Purchase and Sale of Assets. Each applicable Asset Seller shall sellOn the Closing Date, assignbut effective as of 7 a.m. Central Standard Time on the 1st day of June, transfer2007 (the Effective Time”), convey and deliver subject to the applicable Buyerterms and conditions of this Agreement, Seller agrees to sell and convey to Purchaser, and such Buyer shall purchasePurchaser agrees to purchase and pay for, acquire the following assets: (a) (1) 100% of the oil, gas and accept from such Asset mineral lease described on Exhibit A-1 as the “North American Land Company Lease”; and (2) an undivided 50% expense-bearing interest and 50% of a 75% net revenue interest in and to the oil, gas and mineral leases and other mineral rights and interests described in Exhibit A-l, together with all of Seller, free and clear ’s rights in respect of any Encumbrances pooled, communitized or unitized acreage of which any such interest described in this Section 1.1(a)(1) and (other than Permitted Encumbrances2) is a part (collectively, the “Leasehold Interests”), all ; (b) All of such Asset Seller’s right, title title, and interest inin and to all of the immovable, movable and mixed property of Seller, or in which Seller owns an interest, that is attributable or allocable to the Leasehold Interests and under used or held for use in connection with the following assetsexploration, properties development, operation or maintenance of any of the Leasehold Interests or the production, treatment, measurement, storage, gathering, transportation or marketing of oil, gas or other hydrocarbons attributable to the Leasehold Interests (or the interests of others therein), including, without limitation: (i) all xxxxx, platforms, equipment and rights facilities that, as of the Effective Time were used or held for use in connection with the exploration, development, operation or maintenance of any Leasehold Interests or the production, treatment, measurement, storage, gathering, transportation or marketing of oil, gas or other hydrocarbons attributable to the Leasehold Interests, including, without limitation, the xxxxx described in Exhibit A-2, any other xxxxx (but excluding including saltwater disposal xxxxx), well equipment, casing, tanks, gas separation and field processing units, portable and permanent well test equipment, buildings, tubing, pumps, motors, fixtures, machinery, materials, supplies, inventory, telephone and communication equipment, computing equipment and other equipment, pipelines, gathering systems, power lines, telephone and telegraph lines, roads, vehicles, gas processing plants and other property used in the Excluded Assetsoperation thereof: (ii) all oil and gas and other hydrocarbon volumes produced on or after the Effective Time; and (iii) all other rights, privileges, benefits, powers, tenements, hereditaments and appurtenances conferred upon Seller or the owner and holder of the Leasehold Interests, including, without limitation, all rights, privileges, benefits and powers of Seller with respect to the use and occupation of the surface of, and subsurface depths under, the land covered by each Leasehold Interest, which may be necessary, convenient or incidental to the possession and enjoyment of such Leasehold Interest (SAVE AND EXCEPT Seller’s undivided interest in the Empire No. 5/5-D well, as such reserved interest is more fully described in Section 9.15 of this Agreement) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired InventoryRelated Property”); (c) all ContractsAll of Seller’s right, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant Btitle, and (iii) required for the conduct interest in and to all original files, records, data, information and documentation of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent if originals are not available, copies of such items) pertaining to or evidencing Seller’s use, ownership or operation of any books and records of the assets, or the maintenance or operation thereof, or to any Asset Seller and units in which any of the Acquired Company Leasehold Interests may be included or to the extent relating primarily producing, treating, measuring, processing, storing, gathering, transporting or marketing of oil and gas attributable to the BusinessLeasehold Interests or such units and water, brine or other minerals and products produced in association therewith, including, but not limited towithout limitation, books lease files, land files, well files, production sales agreement files, division order files, title opinions and abstracts, legal records (excluding any records or information the disclosure of accountwhich would result in the waiver of an attorney-client privilege), ledgers and generaltax records, financial and accounting records, machinery governmental, tribal and equipment maintenance filesregulatory filings and permits, customer listsenvironmental records, personnel filesand, customer purchasing historiesexcept to the extent the transfer thereof may not be made without violating applicable contractual restrictions, price listsgeological and geophysical data, distribution lists, supplier listsseismic records, production datareports, all Tax Returns in maps, and computer software (collectively, the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (me) uniform product codes for All rights of Seller in and to those instruments and agreements listed on Exhibits A-l and B hereto, the products other instruments and agreements under which Seller’s interests in the Leasehold Interests arise, and all other agreements and contractual rights, easements, rights-of-way, servitudes, and other rights, privileges, and benefits to the extent relating to any asset described in clauses (a) through (d) above, including, without limitation, all rights of Seller in, to and under or derived from all production sales contracts, operating agreements, pooling, unitization or communitization agreements, purchase, exchange or processing agreements, production handling agreements, surface leases, easements or rights-of-way, farmout or farmin agreements, dry hole or bottom hole contribution agreements, seismic agreements, permits, licenses, options, orders and all other contracts, agreements and instruments relating to the Businessexploration for, except for UPC code 079407 or the development, production, storage, gathering, treatment, transportation, processing, or sale or disposal of oil, gas, other hydrocarbons, other minerals, water, brine or other substances from any Leasehold Interest or any units of which they are a part (General Cable) and 686177 (Prestolite Wire LLC) (collectively, the “Excluded UPC CodesRights”); provided that Sellers shall use commercially reasonable efforts to transfer . The Leasehold Interests, the uniform product codes included in Related Property, the Purchased Assets promptly following Records, and the Closing (taking into account any approvals or procedures that may be required by GC1)Rights are herein collectively called the “Assets.”

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, the Seller shall sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset the Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset the Seller’s right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired, and, to the extent they which relate primarily to, or are used or held for use primarily in connection with, the BusinessBusiness (collectively, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill“Purchased Assets”), located in Plant Aincluding, without limitation, the Altoona Facility following: (a) all cash and the Cross Dockcash equivalents after paying liabilities approved in writing by Buyer pre-Closing; (b) all accounts or notes receivable held by the Seller, and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”); (c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (cd) all Contracts, including Intellectual Property Agreements (if any)Agreements, set forth on Schedule 2.02(cSection 2.01(d) of the Disclosure Schedules (the “Assigned Contracts”); (de) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property of the Business listed on Section 2.01(f) of the Disclosure Schedules (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (fg) all rights and obligations of PrestoliteLeased Real Property, except for any Excluded Liabilitiesif any; (h) all Permits, under the real property lease agreement relating to Plant B between Prestolite and Damozaincluding Environmental Permits, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that which are (i) assignable under applicable Law, (ii) held by Sellers solely the Seller and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such locationor for the ownership and use of the Purchased Assets, in each case as set forth including, without limitation, those listed on Schedule 2.02(f)Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules; (gi) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset the Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (ij) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company); (jk) all of the Seller’s rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (kl) to the extent transferable without violating applicable Lawall insurance benefits, originals (including rights and proceeds, arising from or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, the Purchased Assets or the Assumed Liabilities; (m) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (ln) all goodwill related exclusively to and the going concern value of the Business; and (mo) uniform product codes for all other assets owned or controlled by, or used by or in, the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included Business not specifically mentioned in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)this Section.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, each Seller shall sell, assign, transfer, convey and deliver to the applicable Buyer, or its designated Affiliate(s), and such Buyer shall purchase, acquire and accept purchase from such Asset each Seller, free and clear of any all Encumbrances (other than Permitted Encumbrances), all of such Asset each Seller’s right, title and interest in, in and to and under all of the following Sellers’ assets, properties and rights (but excluding other than the Excluded Assets) (collectively), including, but not limited to, the “Purchased Assets”): (a) substantially all of the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible intangible, wherever located and whether now existing or hereafter acquired (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the such assets, properties and rights of every kind and naturerights, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant Acollectively, the Altoona Facility and “Purchased Assets”): (a) the Cross Dockcurrent assets of the Sellers that are included in the categories of current assets specifically identified on Exhibit H; (b) all inventoryContracts entered into in the ordinary course of business to which any Seller is a party, finished goodsincluding, raw materialswithout limitation, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit toall Contracts set forth on Section 2.1(b) of the Disclosure Schedules, the Altoona FacilityLeases set forth on Section 4.9(b) of the Disclosure Schedules, Plant B or and the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(cSection 4.10(a) of the Disclosure Schedules (collectively, the “Assigned Contracts”); (dc) all Intellectual Property set forth on Schedule 2.02(d) Assets, including all of Sellers’ rights in and to the trade names “Xxxxxxx”, “Xxxxxxx Fibres” or any other similar name used by any Seller in connection with the Business (it being understood that the Xxxxxxx XX Entities have a registered trademark for the use of the trade names “Intellectual Property Assets”Xxxxxxx” and “Xxxxxxx Fibres” in connection with their respective businesses in Chile and Uruguay, and no right to use such trade names in such locations are being conveyed herein); (ed) all furniture, fixtures, equipment, machinery, tools, spare and replacement parts, packaging materials, storage and shipping materials, vehicles, computer hardware and other hardware (including servers, routers, desktops, laptops, peripherals and mobile computing devices), trade fixtures, furniture, furnishings, office equipment, equipment and supplies, computers, telephones telephone and communications equipment and any other fixed assets or tangible personal property used or held for use in connection with the Business, including in each case those items listed on Section 2.1(d) of the Disclosure Schedules (the “Tangible Personal Property”); (e) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e)all Owned Real Property; (f) all rights and obligations of PrestoliteLeased Real Property; (g) all Permits, except for any Excluded Liabilitiesincluding Environmental Permits, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that which are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at or for the ownership and use of the Purchased Assets, including, without limitation, those listed on Section 2.1(g) of the Disclosure Schedules, but only to the extent such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, Permits may be transferred under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)applicable Law; (h) all credits, prepaid expenses and other items, deferred charges, advance payments, security and other deposits (including in respect of bonding obligations of the Business) and claims for refunds, reimbursements or proceeds therefrom, in each case, relating to the extent transferable, all rights Business or any of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or Assumed Liabilities (except to the Assumed Liabilitiesextent arising under any Excluded Contract), including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwisethe Assigned Valdosta Claims; (i) all prepaid expensesrights to payments arising out of Assigned Contracts and all Accounts Receivable (except to the extent arising under any Excluded Contract), creditshowever arising, advance paymentsincluding, claimsin each case, securityall rights, refundsclaims (including any cross-claim or counterclaim), rights causes of recoveryaction, rights of set-off, rights of recoupment, depositssuits, charges, sums and fees complaints, litigation, arbitration, proceeding (including any such item civil, criminal, administrative, investigative or appellate proceeding), disputes, and remedies relating to thereto and any related deposits, security and collateral therefor, in each case as in existence on the payment of Taxes) of Closing Date, including the Acquired CompanyAssigned Valdosta Claims; (j) all of Sellers’ rights of under or pursuant to any Asset Seller regarding warranties, indemnities and all representations, indemnities, guarantees or similar rights against made by suppliers, manufacturers, contractors or other third parties in connection with any third party, solely products or services provided to a Seller in connection with the Business or with respect to any Purchased Asset (except to the extent related to arising under any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateExcluded Contract); (k) to the extent transferable without violating applicable Laworiginals, originals (or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015, and marketing and promotional surveys, material and research and files relating research, that relate to the Intellectual Property Business or the Purchased Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively assets set aside in trust (including any rabbi trust) to the Businessfund any Assumed Plan; and (m) uniform product codes for the products all goodwill associated with any of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included assets described in the Purchased Assets promptly foregoing clauses. (n) The list of Xxxxx on Section 2.1(n) of the Disclosure Schedules shall include, but not be limited to, the following the Closing (taking into account any approvals or procedures that may be required by GC1).Mill(s): Abbeville, AL WestRock Ohatchee, AL Kronospan Xxxxxx, AR Clearwater Paper Maxville, FL WestRock Xxxxxxx, GA Rayonier Xxxxxx, GA International Paper Hardcash, GA International Paper Madison, GA International Paper Port Wentworth, GA International Paper Sandersville, GA Spot Purchasers St. Xxxxxx, GA WestRock Valdosta, GA PCA Whitesburg, GA International Paper Xxxxx, LA WestRock Woodland, ME Woodland Pulp and Paper Carrollton, MS Clearwater Paper Meridian, MS Georgia-Pacific Yazoo City, MS International Paper Santuc, SC International Paper Cascade, VA WestRock Gold Hill, VA WestRock Keysville, VA WestRock Oliver, GA —

Purchase and Sale of Assets. Each applicable Asset Upon the terms and subject to the conditions contained in this Agreement, at the Closing, the Seller shall sell, assign, transfer, transfer and convey and deliver to the applicable Buyer, and such the Buyer shall purchase, acquire and accept from such Asset the Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset the Seller’s 's right, title title, and interest in, in and to and under the following assets, properties and rights assets (but excluding the Excluded Assets) (collectively, the “"Purchased Assets”"): (a) substantially all of the assets, properties owned real property identified on Schedule 2.1(a)(i) (the "Owned Real Property") and rights of every kind the leased real property identified on Schedule 2.1(a)(ii) (the "Leased Real Property," and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to together with the extent they relate primarily to, or are used or held for use primarily in connection withOwned Real Property, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill"Real Property), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventorythe machinery, finished goodsequipment, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machineryvehicles, tools, vehicles, office equipment, supplies, computers, telephones improvements and other tangible personal property owned by the Seller and identified on Schedule 2.1(b) (the “Tangible Personal Property”"Owned Equipment") that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestoliteand, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset the Seller to any Actions against third parties available to or being pursued warranties and licenses received from manufacturers and sellers of the Owned Equipment; (c) the machinery, equipment, furniture, fixtures, vehicles, tools, supplies, improvements and other tangible personal property leased by such Asset the Seller solely and identified on Schedule 2.1(c) (the "Leased Equipment", and collectively with the Owned Equipment, the "Equipment") and, to the extent related transferable, all rights of the Seller to warranties and licenses received from manufacturers and lessors of the Leased Equipment; (d) all of the Seller's permits, approvals, orders, authorizations, consents, licenses, certificates, franchises, exemptions of, or filings or registrations with or issued by any Governmental Authority, including all permits relating to the reclamation of coal mining properties, which have been issued or granted to or are owned, used or held by the Seller in the Business and all pending applications therefor (the "Permits"), which are listed on Schedule 2.1(d); (e) all Intellectual Property owned or licensed by the Seller or titled in any Affiliate of the Seller solely for use in the conduct of the Business; (f) all contracts, including Real Property leases, equipment and personal property leases, the Purchased Assets or highwall miner operating lease, all capital leases on the Assumed LiabilitiesCAT equipment, and contracts for the sale of coal (collectively, the "Contracts") which are listed on Schedule 2.1(f) hereto; (g) all coal and mineral rights in all mineable coal reserves described on Schedule 2.1(g) hereto (the "Reserves"); (h) all extracted, unsold coal inventory, wherever located, including unliquidated rights under manufacturers’ and vendors’ warrantiesstockpiled coal inventory, whether arising existing as of the Closing, which shall include at least 10,000 marketable tons, with all tons of coal in inventory in excess of 10,000 tons to be purchased by way the Buyer at Closing at a price of counterclaim or otherwise$42.00 per ton; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums ingress and fees (including any such item relating egress to the payment of Taxes) all of the Acquired CompanyReserves and Real Property; (j) all rights of any Asset Seller regarding warrantiesmaps, indemnities reserve studies, engineering reports, and all similar rights against any third party, solely other records relating to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date;Assets; and (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset all other assets owned by Seller and used by the Acquired Company Seller primarily at the Straight Creek operation, which are determined by Buyer in its due diligence investigation to be necessary for the extent relating primarily to operation of the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets;. (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided The Parties agree that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following include both the Closing (taking into account any approvals highwall miner head currently in use, which is owned by the Seller, and the original head, which is buried in the mountain in the "Salt Trace" Permit area. The Buyer assumes all responsibility to GATX for the buried head upon termination or procedures that may "buyout" of the GATX lease contract. At the Closing, the Purchased Assets will be required delivered free and clear of all Liens, except Permitted Liens and the liens and encumbrances on the equipment and trucks acquired by GC1)the Buyer and the obligations relating to the Contracts acquired by the Buyer all of which will be assumed by the Buyer subject to consent by the third party to such agreements.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired (other than the Excluded Assets), and, to the extent they which relate primarily to, or are used or held for use primarily in connection with, the BusinessBusiness (collectively, substantially the “Purchased Assets”), including, without limitation, the following: (a) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible foregoing (including goodwill“Accounts Receivable”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”)inventories; (c) all Contracts (other than the Excluded Contracts, including Intellectual Property Agreements (if any), set forth including, without limitation, those listed on Schedule 2.02(cSection 4.07(a) of the Disclosure Schedules, (collectively, the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Assets and Intellectual Property Assets”)Licenses; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computershardware, computers (including all electronic files and programs used in connection with the Business located in any computer or other electronic device owned or leased by Seller), telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of PrestoliteLeased Real Property; (g) all Permits, except for any Excluded Liabilitiesincluding Environmental Permits, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that which are (i) assignable under applicable Law, (ii) held by Sellers solely Seller and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such locationor for the ownership and use of the Purchased Assets, in each case as set forth including, without limitation, those listed on Schedule 2.02(f); (gSection 4.16(b) all rights and obligations of GCIthe Disclosure Schedules, except for any Excluded Liabilities, under to the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)extent transferable; (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely or any of its Affiliates to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwiseotherwise and all proceeds thereto; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including excluding any such item relating to the payment of Taxes) of the Acquired Company); (j) all of Seller’s rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (k) to the extent transferable without violating applicable Lawall insurance benefits, originals (including rights and proceeds, arising from or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, the Purchased Assets or the Assumed Liabilities; (l) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, current price lists, distribution lists, current supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints complaint log and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements Licenses (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for all goodwill and the products going concern value of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, the Seller Entities shall sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Sellerthe Seller Entities, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s the Seller Entities’ right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter, and, to the extent they which relate primarily to, or are used or held for use primarily in connection with, the BusinessBusiness (other than the Excluded Assets) (collectively, substantially the “Purchased Assets”), including the following: (a) all accounts or notes receivable held by any Seller Entity, and any security, claim, remedy or other right related to any of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible foregoing (including goodwill“Accounts Receivable”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all ContractsContracts (i) by which any of the Purchased Assets are bound or affected or (ii) to which any Seller Entity is a party or by which it is bound in connection with the Business or the Purchased Assets, including Intellectual Property Agreements (if any)in each case, set forth on Schedule 2.02(c) other than the Excluded Contracts (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(dsoftware, computer programs or data in computerized form (whether in object code, source code or other form) (licensed to the “Intellectual Property Assets”)Seller Entities; (e) all Intellectual Property Assets; (f) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)Leased Real Property; (h) to all Permits, including Environmental Permits, including those listed on Section 4.19(b) and Section 4.20(b) of the extent transferable, Disclosure Schedules; (i) all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset any Seller solely Entity to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (ij) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company); (jk) all of the Seller Entities’ rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (kl) to the extent transferable without violating applicable Lawall insurance benefits, originals (including rights and proceeds, arising from or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, the Purchased Assets or the Assumed Liabilities; (m) originals, or where not available, copies of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and intellectual property files relating to the Intellectual Property Assets and the Intellectual Property Agreements Licenses, whether in written or electronic form (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets;and (ln) all goodwill related exclusively to and the Business; and (m) uniform product codes for the products going concern value of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, with the exception of the Excluded Assets, Seller shall sell, assign, transfer, convey and deliver to the applicable BuyerPurchaser, and such Buyer Purchaser shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any Encumbrances (other than Permitted all Encumbrances), all of such Asset Seller’s 's right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, andSeller, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the that such assets, properties and rights exist as of every kind the Closing Date and naturerelate to the Business (collectively, whether real, personal or mixed, tangible or intangible (including goodwillthe “Purchased Assets”), located in Plant Aincluding, without limitation, the Altoona Facility following: (a) all of Seller’s rights and the Cross Dockinterests to its customer lists and relationships, including, without limitation, those listed on Schedule 2.1(a); (b) all inventoryaccounts receivables, finished goodsall customer deposits, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”)all pre-paid items; (c) all Contractsof Seller’s inventory, equipment and other tangible assets used in connection with the Business, including Intellectual Property Agreements without limitation, all trucks, vehicles, transmitters, receivers, customers’ premises equipment, modems, antennas, cell site equipment, interconnection back haul and data transport equipment, routers, switches, servers and other tangible assets, together with all warranties and guarantees of manufacturers, sellers or suppliers pertaining to the foregoing (if anyto the extent assignable), set forth including, without limitation, those listed on Schedule 2.02(c) (the “Assigned Contracts”2.1(c); (d) all Intellectual Property set forth on Schedule 2.02(dintangible assets used in connection with the Business, including without limitation, all websites and website domain rights, telephone numbers, email addresses, software rights, software licenses, and technology used in connection with the Business, together with all United States of America and foreign patents and patent applications (whether utility, design, or plant product), registered and unregistered trademarks, service marks, trade names (including, without limitation, the trade name “SpeedConnect”) and all derivatives thereof, logos, brands, business identifies, e-mail addresses, private labels, trade dress (including all goodwill and reputation symbolized by any of the “Intellectual Property Assets”foregoing), rights of publicity, processes, designs, inventions, registered and unregistered copyrights and copyright applications, know-how, and trade secrets, all rights with respect to the foregoing, and all other proprietary rights that Seller owns, licenses, uses, or possesses the right to use with respect to the conduct of the Business; (e) all furnitureof Seller’s rights under all Contracts, fixtureswhether written or oral, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and which relate to the Business (other tangible personal property than the Excluded Assets) (the “Tangible Personal PropertyAssumed Contracts”) that is (a) located at Plant B or (b) set forth ), and which are listed on Schedule 2.02(e2.1(e); (f) all rights records, books, manuals and obligations operating data of Prestolite, except for any Excluded Liabilities, under the real property lease agreement Seller relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location(provided, in each case as set forth on Schedule 2.02(fhowever, Seller shall be able to maintain copies thereof for its records); (g) all rights Permits and obligations licenses used in the Business (to the extent transferable); provided, however, with respect to those certain point to point licenses set forth on Schedule 2.1(g) (the “PTP Licenses”), such PTP Licenses will not be assigned, transferred and conveyed to Purchaser until the later of GCI(i) the termination or expiration of the Management Agreement, except for any Excluded Liabilitiesand (ii) the receipt of all required consents and approvals with respect thereto, under the real property lease agreement relating to office space in Tiftonincluding, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modifiedwithout limitation, the “Georgia Lease”)consents of the licensors thereunder (to the extent required) and the approval of the FCC; (h) to the extent transferableall software, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns access codes and passwords used in the possession of the Acquired Company (and or related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (mi) uniform product codes for all other assets of Seller (which are not Excluded Assets) which relate to or are used in connection with the products operation of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Seller (a) On the terms and subject to the conditions of this Agreement, on the Closing Date, APD shall sell, assignconvey, transfer, convey assign and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept from such Asset SellerAPD, free and clear of any Encumbrances (other than Permitted all Encumbrances), all of such Asset Seller’s right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and naturedescription, whether real, personal or mixedwherever located, tangible and intangible, and whether or intangible (including goodwill)not reflected on the books and records of APD, located in Plant B, and, to the extent they relate primarily which are related to, necessary for, or are used or held for use primarily by APD in connection with, the Businessbusiness of APD, substantially all of other than the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible Excluded Assets (including goodwill), located in Plant Acollectively, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture. The Assets shall include, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise;but not be limited to: (i) all prepaid expensesinventory, creditsincluding all raw materials, advance payments, claims, security, refunds, rights of recovery, rights of setwork-off, rights of recoupment, deposits, charges, sums in-process and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessfinished goods, including, but not limited to, those set forth on Schedule 1.01(a)(i) (collectively, the “Inventory”); (ii) all accounts and notes receivable and other rights to receive payments, including, but not limited to, those set forth on Schedule 1.01(a)(ii) (collectively, the “Accounts Receivable”); (iii) all machinery, equipment, furniture, computer equipment, fixtures, leasehold improvements, supplies, spare parts, tools and other tangible personal property, including, but not limited to, those set forth on Schedule 1.01(a)(iii) (collectively, the “Equipment”); (iv) all Intellectual Property, including, but not limited to, all Marks, Patents, Copyrights, Software, Proprietary Rights, In-Licenses and Out-Licenses set forth on Schedule 1.01(a)(iv); (v) all right, title and interest in, to or under any Contract set forth in Schedule 1.01(a)(v) (collectively, the “Acquired Contracts”); (vi) all goodwill and other general intangibles associated with the business of APD and the Intellectual Property; (vii) all known and unknown, liquidated or unliquidated, contingent or fixed rights or Actions of every nature and kind which APD has or may have against any third party relating to the Assets, including, but not limited to, those set forth on Schedule 1.01(a)(vii); (viii) all books and records relating to the business of accountAPD, ledgers the Assets or the Assumed Liabilities, including, but not limited to, customer and generalsupplier lists, financial customer and supplier files, catalogues, brochures, sales literature, promotional material, business records, accounting records, machinery financial records, tax records and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production datacomputer software; (ix) to the extent transferable by APD to Buyer, all Tax Returns in the possession Permits, including, but not limited to, those set forth on Schedule 1.01(a)(ix); (x) all Actions, credits, rights of the Acquired Company (and related work papers and work product) setoff of any kind, and all IRS Forms 5471 rights under and pursuant to all indemnities, warranties, representations and guarantees made by suppliers, manufacturers, contractors or other third parties arising before, on or after the Closing Date and relating to the Acquired Company filed since January 1Assets or any Assumed Liabilities, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books right to collect damages or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained proceeds in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assetsconnection therewith; (lxi) all goodwill related exclusively goods and services and all other economic benefits to be received subsequent to the BusinessClosing Date which arise out of deposits, prepayments or payments by APD prior to the Closing Date; and (mxii) uniform product codes all other assets, properties and rights reflected on the Financial Statements. (b) APD may retain one copy of any Acquired Contract or any books and records described in Section 1.01(a)(viii) to the extent such copy is required to be retained by applicable law or is necessary for the products purposes of the Businessfinancial reporting, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”)tax or legal defense; provided provided, however, that Sellers any such copy shall use commercially reasonable efforts be subject to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Section 6.04 of this Agreement.

Purchase and Sale of Assets. Each applicable Asset On the terms and subject to the conditions set forth herein, at Closing, Seller shall will sell, assignconvey, transfer, convey assign and deliver to the applicable BuyerAcquisition Sub, and such Buyer shall purchase, acquire and accept Acquisition Sub will purchase from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title and interest in and to the following listed assets owned by Seller at the Closing Date that are used or useful in, related to and under or arise out of the following assets, properties and rights Business (but excluding the except for those assets that are defined in Section 2.2 as Excluded Assets) ), in each case free and clear of all liens, mortgages, pledges, encumbrances, security interests, charges or other interests of other persons of every kind whatsoever, except for Permitted Encumbrances (collectively, the “Purchased Transferred Assets”): (a) substantially all of the assetsleasehold or subleasehold estates and other rights to use or occupy any land, properties and rights of every kind and naturebuildings, whether realstructures, personal or mixedimprovements, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily tofixtures, or other interest in real property held by Seller, which are used or held for use primarily in connection withlisted on Schedule 2.1(a) (collectively, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill“Leased Real Property”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventorytangible personal property, whether owned or leased by Seller, including all machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, raw materialsfurniture, work in progressautomobiles, packagingtrucks, suppliestractors, parts trailers and other inventories tools, including all such personal property listed on Schedule 2.1(b) (“Inventory”), located at, or in transit tocollectively, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired InventoryPersonal Property”); (c) all ContractsIntellectual Property, including the following (collectively, the “Transferred Intellectual Property Agreements Property”) (if anyi) all source code, object code, design documentation and procedures for product generation and testing of all computer software and firmware, including that listed on Schedule 2.1(c)(i) and including the software rules and algorithms, flowcharts, trade secrets, know-how, inventions, patents, copyrights, designs, technical processes, works of authorship, Technical Documentation, included in or relating to the same (collectively, the “Software”); (ii) all patents and patent applications, including those listed on Schedule 2.1(c)(ii), set forth together with any division, continuation, continuation-in-part, continuing prosecution application, continued examination application, reinstatement, reexamination, revival, reissue, extension or substitution of any thereof, and corresponding foreign applications, patents and rights thereto, including, in all cases, the right to xxx for past infringement thereof and to collect any past or future royalties or other payments in connection therewith (collectively, the “Patents”); (iii) all trademarks, service marks, trade names, all corporate names, trade dress, product names, slogans and logos, including those listed on Schedule 2.02(c) 2.1(c)(iii), and corresponding foreign applications, marks and rights thereto, including, in all cases, the right to xxx for past infringement thereof and to collect any past or future royalties or other payments in connection therewith (collectively, the “Assigned ContractsTrademarks”); (iv) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, including those listed on Schedule 2.1(c)(iv), and foreign applications, in all cases, the right to xxx for past infringement thereof and to collect any past or future royalties or other payments in connection therewith (collectively, the “Copyrights”); (v) all product development projects, including those listed on Schedule 2.1(d); (vi) all Internet, intranet and World Wide Web content, sites, domain names and pages, and all HTML and other code related thereto, including those listed on Schedule 2.1(c)(vi); and (vii) all schematics, engineering drawings, specifications, and process work instructions in whatever form or medium; (d) all products related to or incorporating any Intellectual Property set forth Property, including those listed on Schedule 2.02(d2.1(d) and including all proposed or unimplemented developments or improvements thereof, and the trade secrets, know-how, inventions, patents, copyrights, mask works, designs, technical processes, works of authorship and technical data included in or relating to the same (the “Intellectual Property AssetsProducts”); (e) all furnitureonly the following contracts and instruments, fixturesand no others (collectively, equipmentthe “Assumed Contracts”): (i) those contracts, machineryagreements, tools, vehicles, office equipment, supplies, computers, telephones licenses (whether granted to or by a third party) and other tangible personal property commitments and arrangements, oral or written, with any Person respecting the ownership, license, acquisition, design, development, distribution, marketing, use, maintenance, support or enhancement of Intellectual Property, related technical or user documentation or databases (including royalty, work-for-hire, consulting, employment, dealership and franchise agreements), which are listed on Schedule 2.1(e)(i) (the “Tangible Personal PropertyAssumed License Agreements”); (ii) that is (a) located at Plant B those other agreements, contracts, subcontracts, leases and subleases of personal property, arrangements, commitments, licenses and sublicenses, with customers, suppliers, resellers, distributors, current, former or (b) set forth prospective employees, employee groups, or other third parties, which are listed on Schedule 2.02(e2.1(e)(ii);; and (iii) all leases involving the Leased Real Property. (f) all rights customer lists and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement documentation (in all media) relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct customers of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)Business; (g) all rights Books and obligations of GCIRecords, except for any Excluded Liabilitiesand all proprietary and non-proprietary business information, under the real property lease agreement relating to office space in Tiftonincluding marketing and sales materials and publications, Georgia between GCI product literature, reports, plans, records, pricing, cost and Xxxx Xxxxxxxx other manuals, advertising materials, catalogues, sales, service and Xxxx Xxxxxxxxmaintenance records, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)and training materials; (h) to the extent transferabletheir transfer is permitted by Law, all rights Governmental Authorizations which are required for the conduct of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilitiesand all applications therefore, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwisethose that are listed on Schedule 2.1(h); (i) all prepaid expensesClaims that Seller may have against any Person relating to or arising out of any Transferred Asset or any Hired Employee, creditsincluding rights to recover damages, advance paymentssettlements, claims, security, rights to refunds, Claims for compensation or benefits, insurance Claims, Claims of infringement or past infringement of any Intellectual Property rights of recoveryand royalty or similar rights related to any Transferred Intellectual Property, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Companythose that are listed on Schedule 2.1(i); (j) all rights inventories of any Asset Seller regarding warranties(i) Products; (ii) computer program code (in all media) and materials; (iii) program documentation, indemnities including user materials; and all similar rights against any third party(iv) raw materials and supplies, solely to manufactured and purchased parts, goods in process, and finished goods, including the extent related to any Purchased Assets or Assumed Liabilities, arising inventory listed on or after Schedule 2.1(j) (the Closing Date“Inventory”); (k) to the extent transferable without violating applicable Lawany other assets, originals (or copiesif any, to the extent originals that are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”listed on Schedule 2.1(k); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets;and (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (Business associated with the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)foregoing enumerated Transferred Assets.

Purchase and Sale of Assets. Each applicable Asset Seller At the Closing, Sellers shall sell, assign, transfer, convey and deliver to the applicable Buyer, or cause to be assigned, transferred, conveyed and delivered to Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset SellerSellers, free and clear of any Encumbrances (other than Permitted all Encumbrances), all of such Asset Seller’s Sellers’ right, title and interest in, to and under the following assets, properties and rights (but excluding of Sellers, to the Excluded Assets) extent that such assets, properties and rights exist as of the Closing Date and are primarily related to or primarily used in the Business (collectively, the “Purchased Assets”): ), including (aother than, for the avoidance of doubt, if included in the Excluded Assets) substantially all of the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, each case to the extent they relate primarily to, related to or are primarily used or held for use primarily in connection with, the Business, substantially : (a) all of accounts and notes receivable reflected in the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible Final Closing Date Net Working Capital (including goodwill“Accounts Receivable”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all Customer Accounts, Customer lists and relationships with Active Prospective Customers, together with any associated goodwill, proprietary information, books and records, claim files and usual and customary records; (c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, and parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock andinventories, in each case, related exclusively case to the Business extent located at the Owned Real Property or the Leased Real Property (the “Acquired Inventory”); (cd) all Contracts, including Intellectual Property Agreements (if any), the Contracts set forth on Schedule 2.02(c2.1(d) to the Disclosure Letter, Government Contracts and bids to obtain Government Contracts and the Intellectual Property Licenses set forth on Schedule 4.9(a) to the Disclosure Letter (collectively, the “Assigned Contracts”); (de) all Business Intellectual Property, including the Intellectual Property Registrations set forth on Schedule 2.02(d4.9(a) to the Disclosure Letter (together with the Intellectual Property Licenses, the “Intellectual Property Assets”); (ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplieshardware, computers, telephones machinery, tools and tooling, supplies and other tangible personal property property, including those items set forth on Schedule 2.1(f) to the Disclosure Letter (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights the names “Mar Cor” and obligations “Mar Cor Purification” and any adaptations, derivations and combinations thereof and any trademarks or tradenames that use or incorporate any of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)such names; (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, security deposits, charges, sums and fees reflected in the Closing Date Net Working Capital; (including i) all interests in the Owned Real Property or the Leased Real Property and in any structures, improvements, buildings and facilities located on such item relating to the payment of Taxes) of the Acquired CompanyOwned Real Property or Leased Real Property; (j) all of Sellers’ rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets transferable or Assumed Liabilities, arising on or after the Closing Dateassignable; (k) to the extent transferable without violating applicable Law, originals all Restricted Cash; (or copiesl) all Permits, to the extent transferrable; (m) all restrictive covenants prohibiting competition, solicitation of employees, vendors, suppliers, customers, agents and independent contractors, and the use and disclosure of confidential information and similar covenants which run in favor of any Seller; (n) originals are or, where not available) , copies, of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, books of account, ledgers and general, including financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing historyrecords, total sales, terms and conditions of sale, sales and pricing policies and practices)strategic plans, internal monthly financial statements since January 1, 2015, and marketing and promotional surveys, material and research and files relating in each case, the portion of which is exclusively related to the Intellectual Property Assets and the Intellectual Property Agreements Business (“Books and Records”); provided, that, for the avoidance of doubt; (o) subject to Section 6.3, the Books and Records shall exclude any corporate records of incentive agreements set forth on Schedule 2.1(o) to the Asset Sellers, including any stock ledgers, minute books or other similar documents Disclosure Letter (the “Asset Seller Corporate BooksAssumed Plans”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (mp) uniform product codes for the products all goodwill associated with any of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included assets described in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)foregoing clauses.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions of this Agreement, Seller shall sell, assign, transfer, convey sell and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept from such Asset as of the Effective Date, Fifty Percent (50%) of Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s 's right, title and interest in, in and to and under the following assets, properties and rights (but excluding the Excluded "Assets) (collectively, the “Purchased Assets”"): (a) substantially all The oil, gas and other mineral leasehold interests, royalty interests, overriding royalty interests, mineral interests, and fee interests pertaining to the Wellbores of the assetsWells and/or Units described on Exhibit "A" attached hereto and made x xxrt hereof, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dockright, title and interest in the oil, gas and other mineral leasehold, royalty, reversionary, preferential rights, net profits and similar interests held by production by the Wells described on Exhibit "A", less and except any existing Wellborxx xxcated on the leases or property not listed on Exhibit "A"; (b) all inventory, finished goods, raw materials, work The equipment and facilities located on the lands described in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, Exhibit "A" or used directly in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct operation of the Business as currently conducted at such location, interests described in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the BusinessExhibit "A", including, but not limited to, books pumps, well equipment (surface and subsurface), gas plants, saltwater disposal wells, lines and facilities, sulfur recovery facilities, compressorx, xompressor stations, dehydration, treating facilities, pipeline gathering lines, flow lines, transportation lines (including long lines and laterals), valves, meters, separators, tanks, tank batteries, and other fixtures; (c) Oil, condensate, natural gas liquids produced after the Effective Date, inventory, including "line fill" and inventory below the pipeline connection in tanks, attributable to the interests described in Exhibit "A"; (d) Personal property located on or used in connection with the development, operation, or maintenance of accountthe properties described on Exhibit "A"; including, ledgers but not limited to, cores, cuttings, geophysical and generalother geologic property, financial supplies, and accounting recordsequipment; (e) All contracts and agreements concerning the interests described on Exhibit "A", machinery including but not limited to, unit agreements, pooling agreements, areas of mutual interest, farm-out agreements, farm-in agreements, saltwater disposal agreements, water injection agreements, line well injection agreements, road use agreements, drilling contracts, operating agreements, well service contracts, production sales contracts, gas contracts, gas balancing agreements, storage or warehouse agreements, supplier contracts, service contracts, insurance contracts, construction agreements, division orders and equipment maintenance transfer orders, only insofar as such relate to the interests and properties described in Exhibit "A"; (f) All surface use agreements, easements, rights of way, licenses, authorizations, permits, and similar rights and interests applicable to, or used or useful in connection with, any or all of the interests and properties described in Exhibit "A"; and (g) All lease, land, well, production, engineering, geological, geophysical, litigation, accounting, title, division order and tax files, customer lists, personnel copies of relevant tax (other than income tax) files, customer purchasing historiesemergency response and environmental compliance plans, price listsabstracts, distribution liststitle opinions, supplier listslogs, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) maps and all IRS Forms 5471 relating to the Acquired Company filed since January 1other books, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating Seller insofar as they relate to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained described in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Exhibit "A".

Purchase and Sale of Assets. Each applicable Asset On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, Seller shall sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept from such Asset Sellerdeliver, free and clear of any Encumbrances (all Liens, other than Permitted Encumbrances)Liens, and Buyer will purchase from Seller, all of such Asset the assets, property and rights of Seller’s , real and personal, tangible and intangible used or held for use in the Business (collectively, the “Assets”), but excluding the Excluded Assets. The Assets shall include, but not be limited to: (a) all right, title and interest in, held by Seller in and to and under the following assets, properties and rights (but excluding the Excluded Assetslease for property set forth on Schedule 1.1(a) (collectively, the “Purchased AssetsLeased Real Property”): (a) substantially including Seller’s interests, if any, in all improvements on such Leased Real Property, and all easements or other appurtenances for the benefit of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Docksuch Leased Real Property; (b) all inventoryequipment, finished goodsfurniture, raw materialsfixtures, work in progress, packaging, materials and supplies, parts fixed assets, production equipment, Computer Hardware, computer servers, telephone systems, cell phones, smart phones, personal data assistants, computers and similar devices, tablets, leasehold improvements, inventories, spare parts, vehicles, and other inventories (“Inventory”tangible personal property of every kind and description used in the Business, including those fixed assets listed on Schedule 1.1(b), located at, excluding any such property disposed of or replaced in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively Ordinary Course of Business pursuant to the Business terms of this Agreement prior to the Closing Date (the “Acquired InventoryPersonal Property”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) Contracts (the “Assigned Assumed Contracts”), including those listed on Schedule 1.1(c), provided that, Buyer shall only assume the Assumed Contracts as in effect on the date hereof; (d) all of Seller’s right, title and interest in and to all Intellectual Property set forth on Schedule 2.02(d) (Property, used in the “operation of, used by, or related to the Business, in whatever form or medium, including all goodwill associated therewith, including, without limitation, the Material Intellectual Property Assets”)Property, excepting only the Excepted Intellectual Property; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e)Current Assets of Seller; (f) all rights electronic or paper copies of all books and obligations of Prestoliterecords related to the Business, except for any Excluded Liabilitiesincluding without limitation proprietary information, under the real property lease agreement relating to Plant B between Prestolite financial data and Damozainformation, dated as of August 1technical information and engineering data, 2014 (as amendedoperating manuals, restatedmarketing and sales information, supplemented or modifieddata, the “Plant B Lease”)studies, as well as any Permits that are (i) assignable under applicable Lawrecords, (ii) held by Sellers solely reports, logs, ledgers, files, correspondence, computer files, plans, diagrams, blueprints and specifically in relation to Plant B, and (iii) required schematics for the conduct Business and including computer readable disk or tape copies of the Business as currently conducted at such location, in each case as set forth any items stored on Schedule 2.02(f)computer files; (g) all rights and obligations Permits of GCISeller used to conduct the Business, except for any Excluded Liabilities, under to the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)extent transferable; (h) to the extent transferableall relationships with vendors, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent distributors, contractors, partners, agents, and customers related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all claims (including, without limitation, warranty claims, remedies against infringements of Intellectual Property and rights to protection of interests in the Intellectual Property), deposits and prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company;; and (j) all rights of any Asset Seller regarding warrantiesgoodwill associated with, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to going concern value of, the extent relating primarily to Assets and the Business. At the Closing, Seller shall use commercially reasonable efforts to cause Seller’s Employees or agents who are the account holders for social media accounts (including, but not limited to, books of accountFacebook, ledgers Twitter, and generalInstagram) related to, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns or used in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubtconnection with, the Books Business to convey title, user names and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything passwords to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively such accounts to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required individuals designated by GC1)Buyer.

Purchase and Sale of Assets. Each applicable Asset In accordance with the provisions of this Agreement, the Seller shall sellhereby sells, assigntransfers, transferassigns and delivers free from all liens, convey charges and deliver encumbrances to the applicable Buyer, and such the Buyer shall purchasehereby purchases, acquire acquires and accept accepts from such Asset the Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s the right, title and interest in, in and to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all assets of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business Seller (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except are used and/or necessary for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of accountthe assets set forth on Schedule 1.1, ledgers and generalthe following assets: (a) All industrial and intellectual property rights, financial including, without limitation, those certain patents set forth on Schedule 1.1(a), all other patents not specifically set forth herein, patent applications, patent rights, trademarks, trademark applications, trade names, service marks, service mxxx applications, copyrights, copyright registrations, copyright applications, franchises, licenses, databases, “URL’s” and accounting recordsInternet domain names and applications therefor (and all interest therein), machinery computer programs and equipment maintenance filesother computer software, user interfaces, know-how, trade secrets, customer lists, personnel filesproprietary technology, customer purchasing historiesprocesses and formulae, price listssource code, distribution listsobject code, supplier listsalgorithms, production dataarchitecture, all Tax Returns in the possession of the Acquired Company (structure, display screens, layouts, development tools, instructions, templates, marketing materials, inventions, trade dress, logos and related work papers and work product) designs and all IRS Forms 5471 documentation and media constituting, describing or relating to the Acquired Company filed since January 1, 2005 foregoing (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the “Intellectual Property Assets and the Intellectual Property Agreements (“Books and RecordsRights”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (lb) all equipment and tangible personal property owned or leased by the Seller); (c) the unused brochures, literature, advertising, catalogues, photographs, display materials, media materials, packaging materials and other similar items which have been produced by or for the Seller; (d) the photographs, display materials, media materials, packaging materials, business plans, presentations, and other similar items which have been produced by or for the Seller; (e) the goodwill related exclusively of the Seller in connection with the Business and the exclusive right to represent itself as carrying on the BusinessBusiness in succession to Seller; and (mf) uniform product codes for the products all other assets (i.e., other than as described above and properties of every nature whatsoever, without limitation, whether tangible and intangible, and wherever located of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Seller.

Purchase and Sale of Assets. Each applicable Asset Seller Subject to the terms and conditions set forth herein, at the Closing, Sellers shall sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset SellerSellers, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s Sellers’ right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired (other than the Excluded Assets), and, to the extent they which relate primarily to, or are used or held for use primarily in connection with, the BusinessBusiness (collectively, substantially the “Purchased Assets”), including, without limitation, the following: (a) all accounts or notes receivable held by Sellers, and any security, claim, remedy or other right related to any of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible foregoing (including goodwill“Accounts Receivable”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any)Agreements, including without limitation, the Contracts set forth on Schedule 2.02(cSection 2.1(c) of the Disclosure Schedules (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) Assets and all tangible embodiments thereof (including media with Software thereon that is within the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) the Leased Real Property; (g) all rights and obligations of PrestolitePermits, except for any Excluded Liabilitiesincluding Environmental Permits, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that which are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such locationor for the ownership and use of the Purchased Assets, in each case as set forth including, without limitation, those listed on Schedule 2.02(f); (gSection 4.18(b) all rights and obligations Section 4.19(b) of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)Disclosure Schedules; (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely Sellers to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired CompanyTaxes covering any post-Closing period); (j) all of Sellers’ rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (k) all insurance proceeds, if any, which may be recoverable pursuant to the extent transferable without violating applicable LawSection 6.18; (l) originals, originals (or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, budgets, projections, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements Agreements, and copies of personnel records and other records that any Seller is required by law to retain in its possession (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for all goodwill and the products going concern value of the Business. In addition, except for UPC code 079407 (General Cable) subject to the terms and 686177 (Prestolite Wire LLC) (conditions set forth herein, at the “Excluded UPC Codes”); provided Closing, Xxxx shall, on behalf of itself and its Affiliates, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase from Xxxx, free and clear of any Encumbrances, the Patents and internet domain names identified in Section 4.11 of the Disclosure Schedules and all other Intellectual Property Assets that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into it owns by virtue of employing Seller personnel, or on account of any approvals confidentiality and/or Intellectual Property invention assignment agreements with employees of a Seller, or procedures that may be required by GC1)Intellectual Property agreements with contractors of a Seller.

Purchase and Sale of Assets. Each applicable Asset Seller (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Sellers shall sell, assign, transfer, convey and deliver deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the applicable BuyerPurchaser, and such Buyer the Purchaser shall purchasepurchase from the Sellers, acquire and accept from such Asset Sellerthe following assets (the “Purchased Assets”), free and clear of any Encumbrances (all Liens, other than Permitted Encumbrances): (i) receivables under the xxxx of sale by PTL in favour of Midway Forest Products, ULC dated the 14th day of September, 2006. (ii) security agreement by Midway Forest Products, ULC in favour of PTL dated the 14th day of September, 2006. (iii) the Owned Real Property and all of such Asset Seller’s the Sellers’ right, title and interest inin and to the Owned Real Property and any Leased Real Property; (iv) all tangible personal property owned by the Sellers and used primarily in the conduct of the Business, including equipment, machinery, trucks, cars, other vehicles, rolling stock and marine vessels; (v) all of the Sellers’ right, title and interest in and to the municipal, state, provincial and under federal, permits, licenses, agreements, waivers and authorizations, including Environmental Permits, held or used by the following assets, properties and rights (but excluding Sellers solely in connection with the Excluded Assets) Real Property (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties Permits and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired InventoryLicenses”); (cvi) subject to the provisions of Section 2.01(b), all of the Sellers’ right, title and interest in and to (A) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (other real and personal tangible property used primarily in connection with the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable LawBusiness, (iiB) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the BusinessPurchased Assets, the full benefit of all representations, warranties, guarantees, indemnities, undertakings, certificates, covenants, agreements and all security therefor received by the Sellers on the purchase or other acquisition of the Purchased Assets, and (C) any rights, demands, claims, credits, allowances, rebates, causes of action, known or unknown, or rights of setoff, other than against Sellers or any of their Affiliates, arising out of or relating to any of the Purchased Assets. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Sellers shall not sell, convey, assign, transfer or deliver, nor cause to be sold, conveyed, assigned, transferred or delivered, to the Purchaser, and the Purchaser shall not purchase, and the Purchased Assets shall not include, the Sellers’ right, title and interest in and to any assets of the Sellers not expressly included in the Purchased Assets (the “Excluded Assets”), including: (i) any right, property or asset that is listed or described in Section 2.01(b)(i) of the Disclosure Schedule; (ii) the Purchase Price Bank Account; (iii) all cash and cash equivalents, securities, and negotiable instruments of the Sellers on hand, in lock boxes, in financial institutions or elsewhere, including all cash residing in any collateral cash account securing any obligation or contingent obligation of the Sellers or any of their Affiliates; (iv) any rights to Tax refunds, credits or similar benefits attributable to Excluded Taxes; (v) the company seal, minute books, charter documents, stock or equity record books and such other books and records as pertain to the organization, existence or capitalization of the Sellers, as well as any other records or materials relating to the Sellers generally, and not involving or directly related to the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way operations of counterclaim or otherwisethe Business; (ivi) all prepaid expensesof the Sellers’ right, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums title and fees (including any such item relating interest in and to the payment of Taxes) of the Acquired CompanyRetained Names and Marks; (jvii) all rights of any Asset Seller regarding warrantiesthe Sellers under this Agreement and the Ancillary Agreements; (viii) Tax Returns of the Sellers, indemnities and all similar rights against any third party, other than those relating solely to the extent Purchased Assets, except that income tax returns and documents and records related to any Purchased Assets such income tax returns (whether or Assumed Liabilities, arising on or after the Closing Date; (k) not relating solely to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not availablePurchased Assets) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased be Excluded Assets; (lix) all goodwill related exclusively current and prior insurance policies of the Sellers and all rights of any nature with respect thereto, including all insurance recoveries thereunder and rights to assert claims with respect to any such insurance recoveries; (x) any rights, demands, claims, actions, including, without limitation, causes of action constituting avoidance actions or other claims of Sellers’ estates under chapter 5 of the Bankruptcy Code; (xi) any Material Contract and rights thereunder which the Bankruptcy Court or Canadian Court has determined shall not be assigned to the Purchaser; (xii) any assets relating to the employees of any Seller or any employee plans, programs or arrangements; (xiii) all personal property (tangible and intangible) located at the Portland Premises that is used primarily in the conduct of any Excluded Business; ; (xiv) any Timber Tenures; (xv) LFPLLP, including any Contracts with LFPLLP and rights thereunder and (mxvi) uniform product codes for the products any assets primarily used by any of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included or their Affiliates in the Purchased Assets promptly following the Closing (taking into account conduct of any approvals or procedures that may be required by GC1)Excluded Business.

Purchase and Sale of Assets. Each applicable Asset Seller (a) Subject to the terms and conditions set forth herein, at the Closing, and in reliance on the representations and warranties and covenants and agreements made herein, Purchaser shall purchase and acquire from the Company, and the Company shall sell, convey, assign, transfer, convey transfer and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept from such Asset SellerPurchaser, free and clear of any Encumbrances all Liens (other than except for Permitted EncumbrancesLiens), all of such Asset Seller’s right, title and interest in, to and under the following assets, properties properties, rights, titles and rights (but excluding interests, other than the Excluded Assets, of every kind or nature owned, leased, licensed or otherwise held by the Company (including indirect and other forms of beneficial ownership) used or held for use in connection with the Business, whether tangible, intangible, real, personal or mixed and wherever located, including, without limitation, all of the following assets (collectively, the “Purchased Assets”): (ai) substantially all of the assetstangible personal property, properties including all machinery, equipment, molds, tools, spare parts, furniture, accessories, office materials, packaging and rights of every kind and natureshipping materials, whether realoffice equipment, personal or mixedcomputers, telephone units, facsimile machines, file cabinets, artwork and drawings and other tangible or intangible (personal property, including goodwillbut not limited to those items listed on Schedule 2.1(a)(i), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (bii) all inventoryraw materials, work-in-progress, finished goods, raw materials, work in progress, packaging, supplies, parts supplies and other inventories (“Inventory”)inventories, located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”)wherever situated; (ciii) all cash, cash equivalents, accounts receivable, notes receivable and other amounts receivable from third parties, including customers and employees, and all correspondence with respect thereto, excluding the Reserve Amount; (iv) subject to Section 2.3, all rights under the Contracts, including Intellectual Property Agreements (if any)licenses, set forth commitments, sales and purchase orders and other instruments listed on Schedule 2.02(c2.1(a)(iv) (collectively, the “Assigned Assumed Contracts”); (dv) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furnitureclaims, fixturesdeposits, equipmentprepayments, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, creditswarranties, advance payments, claims, securityguarantees, refunds, causes of action, rights of recovery, rights of set-off, off and rights of recoupmentrecoupment of every kind and nature (including rights to insurance proceeds), depositsexcept for any of the foregoing to the extent they relate to Excluded Assets or Excluded Liabilities; (vi) the Transferred Technology; (vii) all Company Intellectual Property Assets used by the Company or held by the Company for use in connection with the Business, chargesincluding all copies of, sums and fees embodiments of documents, electronic files and other objects embodying, all Company Intellectual Property Assets and Transferred Technology; (viii) all Permits; (ix) all insurance, warranty and condemnation net proceeds received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets; (x) the Company’s right, title and interest, but not obligations, (x) under any employment, confidentiality, invention assignment, or similar agreements with Employees (“Employee Assignment Agreements”), but only to the extent required to permit Purchaser and/or Plug Power to enjoin, restrain, recover damages from, or obtain any other remedies from or against, and to obtain specific performance of such Employee Assignment Agreements by, any Employee who breaches any Employee Assignment Agreement (including any such item confidentiality provisions relating to the payment of TaxesBusiness or Purchased Assets), and to the extent necessary to permit Buyer to protect its rights and interests in connection with the Business and the Purchased Assets and the transactions contemplated under the Transaction Documents, and (y) of any confidentiality agreements or similar agreements entered into by the Acquired Company, on the one hand, and any Person, on the other hand, relating to the Business; (jxi) all rights of the Company’s goodwill in or associated with any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to of the extent related to any Purchased Assets or Assumed Liabilitiesand the Business, arising on or after and the Closing Dategoing concern value of the Business; (kxii) all Confidential Information used in, held for use in, necessary for, or related to the extent transferable without violating applicable Lawconduct of the Business, originals and all copies and embodiments of documents, electronic files and other objects embodying such Confidential Information; (or copies, to xiii) the extent originals are not availableCompany’s business intelligence databases and all data stored therein; (xiv) of any all books and records of any Asset Seller records, including ledgers, correspondence, lists, studies and reports and other printed or written materials used by the Acquired Company to or held by the extent relating primarily to Company for use in connection with the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production datawithout limitation, all Tax Returns in the possession of the Acquired Company (lists and related work papers records pertaining to customers, personnel, agents, suppliers, distributors and work product) pricing, purchase and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product)sale records, quality control records and procedures, customer complaints and inquiry filesrecords, research and development files, records files and data data, company manuals and other business related documents and materials, whether written, electronic or otherwise, all telephone and facsimile numbers and internet access (including email) accounts, and all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files information relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”)Taxes; provided, that, for that the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller Company may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Businessrecords as may be required by applicable Law; and (mxv) uniform product codes for the products all other assets of any kind or nature of the Business, except Company used or held for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Business.

Purchase and Sale of Assets. Each applicable Asset The Seller shall sell, assign, transfer, convey agrees to sell and deliver transfer to the applicable Buyer, and such the Buyer shall purchaseagrees to purchase from the Seller at the Closing, acquire subject to and accept from such Asset Sellerupon the terms and conditions contained herein, free and clear of any Encumbrances Lien, except those Liens listed on Schedule 2.1(a), all right, title, and interest in and to all of the assets constituting, or used in or necessary for the operation of the CSG, (the "Acquired Assets"), which includes, but is not limited to, the following properties and assets: (1) All assets of the CSG set forth on the face of the Statement of Assets attached hereto as Exhibit D-1 (the "Statement of Assets") and all assets of the CSG that have been acquired since the date of the Statement of Assets (other than Permitted Encumbrances), all assets reflected on the Statement of such Asset Seller’s right, title and interest in, to and under Assets that have been disposed of in the following assets, properties and rights (but excluding Ordinary Course of Business since the Excluded date of the Statement of Assets) (collectively, the “Purchased "Balance Sheet Assets”):"), including without limitation: (a1) substantially all real property, improvements, fixtures and fittings thereon, easements, rights-of the assetsway, properties and other appurtenant rights of every kind thereto (such as appurtenant rights in and nature, whether real, personal or mixed, tangible or intangible (including goodwillto public streets), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b2) all tangible personal property (such as machinery, equipment, test equipment, raw materials, supplies, manufactured and purchased parts, works in progress, finished goods, furniture, vehicles, tools, jigs and dies, workstations, computer software stored on a tangible medium, electronic, electrical and mechanical equipment, other computer hardware and personal computers) whether in the Seller's possession or in the possession of another party such as a manufacturer or vendor of the Seller; (3) all inventory, finished goods, including raw materials, work in progress, packaging, supplies, parts work-in-process and finished goods; and (4) all prepaid expenses and other inventories current assets; (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively 2) All rights with respect to leasehold interests and subleases and rights thereunder relating to the Business real and personal property as listed on Schedule 2.1(b) (the “Acquired Inventory”"Leases"); (c3) All rights under all Contractslicenses (other than those transferred pursuant to permits, authorizations, orders, registrations, certificates, variances, approvals, consents and franchises or any pending applications relating to any of the foregoing) including Intellectual Property Agreements (if any)without limitation all governmental permits, set forth on licenses, authorizations, approvals and consents described in Schedule 2.02(c) (the “Assigned Contracts”2.1(c); (d4) all All Intellectual Property, goodwill associated therewith, licenses and sublicenses granted in respect thereto and rights thereunder, remedies against infringements thereof and rights to protection of interest therein, including, without limitation the Intellectual Property set forth on described in Schedule 2.02(d2.1(d) hereto; (the “Intellectual Property Assets”5) All technical data, designs, drawings, specifications, documentation and manuals (or portions thereof); (e6) all furnitureAll customer, fixturesdistributor, equipmentsupplier and mailing lists, machinerypricing and cost information, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property business and marketing plans (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(eportions thereof); (f7) all All rights and obligations of Prestoliteunder any contracts, except for any Excluded Liabilitiesindentures, under mortgages, instruments, Liens, guaranties, or other agreements described in Schedule 2.1(g) (the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f"Contracts"); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, 8) All claims, securitydeposits, prepayments, refunds, causes of action, choses in action, rights of recovery, rights of set-off, set off and rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j9) all rights of any Asset Seller regarding warrantiesAll business records and financial management reports, indemnities and all similar rights against any third partybooks, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer plans, appraisals, environmental audits and reports, documents, correspondence, lists, personnel filesplats, customer purchasing historiesarchitectural plans, price listsdrawings, distribution listsnotebooks, supplier listsspecifications, production datacreative materials, all Tax Returns in the possession of the Acquired Company (advertising and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015promotional materials, marketing and promotional surveysmaterials, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); providedstudies, thatreports, for the avoidance of doubtequipment repair, the Books and Records shall exclude any corporate maintenance or service records of the Asset Sellerswhether written or electronically stored or otherwise recorded, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, furtherin each case, that notwithstanding anything to is used in or by the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the BusinessCSG; and (m10) uniform product codes for the products All of the BusinessSeller's rights to the use of the name "Communications Systems Group", except for UPC code 079407 (General Cable) including d/b/a as Horizon and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)variations thereof.

Purchase and Sale of Assets. Each applicable Asset Seller shall sell, assign, transfer, convey and deliver Subject to the applicable terms and conditions hereof, at the Closing (as defined in Section 8.1), Seller or Au Bon Pain, as applicable, shall sell to Buyer, and such Buyer shall purchase, acquire purchase and accept delivery and conveyance from such Asset SellerSeller or Au Bon Pain, free and clear of any Encumbrances (other than Permitted Encumbrances)as applicable of, all of such Asset Seller’s right, title and interest in, to and under the following assetsassets of Seller or Au Bon Pain, properties and rights (but excluding the Excluded Assets) as applicable (collectively, the “Purchased "Assets”"): (a) substantially The real property and improvements located in the City of Mexico, County of Audrain, Missouri, as more particularly described in Schedule 1.1(a), together with all of the assetsrights, properties and privileges, rights of every kind way and natureeasements appurtenant to such premises, whether realrecorded or unrecorded, personal whether currently open or mixedused, tangible including, without limitation, rights to all minerals, oil or intangible (including goodwill)gas on or under such premises, located in Plant Bdevelopment rights, andair rights, to the extent they relate primarily towater rights and any easements, rights of way or other interests in, on, or are used under any land, highway, alley, street, passage or held for right of way abutting or adjoining such premises and all fixtures, machinery, equipment and conduits providing fire protection, security, heat, exhaust, ventilation, air conditioning, electricity, lighting, plumbing, gas, sewer and water at the location of such premises and all use primarily in connection withpermits and zoning variances (collectively, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill"Real Property"), located in Plant A, the Altoona Facility and the Cross Dock; (b) All items of tangible personal property owned by Seller and located at the Plant and used or usable in connection with the ownership or operation of the Plant and the operation of Seller's wholesale business at the Plant, including, without limitation, all inventoryimprovements, finished goodsfurniture, raw materialsfurnishings, work in progressfixtures, packagingcomputer hardware and software, equipment, machinery, apparatus, appliances, storage containers, tools, dies, jigs and related spare parts and all supplies, parts together with all manuals, written warranties, licenses and other inventories similar documents relating thereto (“Inventory”), located at, or in transit tocollectively, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business "Personal Property") (the “Acquired Inventory”Personal Property and the Real Property are referred to herein collectively as the "Plant"); (c) all ContractsAll inventory of raw materials, including Intellectual Property Agreements work-in-process, packaging, shipping materials, finished goods and supplies related to the operation of the Plant and the operation of Seller's business at the Plant (if any)collectively, set forth on Schedule 2.02(c) (the “Assigned Contracts”"Inventories"); (d) all Intellectual Property set forth on Schedule 2.02(dAll notes receivable and trade accounts receivable arising out of the operation of Seller's wholesale business at the Plant, except as provided in Section 1.2 (a) (collectively, the “Intellectual Property Assets”"Receivables"); (e) all furnitureThe prepaid expenses, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones deposits and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B rights to credits or (b) set forth refunds described on Schedule 2.02(e1.1 (e) (collectively, the "Prepaid Expenses"); (f) all rights All right, title and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite interest in and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent leases related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) operation of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller Plant and the Acquired Company to operation of Seller's wholesale business at the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that Plant which are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).described on Schedule 1.1

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey convey, and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any Encumbrances (including Encumbrances related to the Closing Debt and any other debt of Seller as provided in this Agreement) other than Permitted Encumbrances), all of such Asset Seller’s right, title title, and interest in, to to, and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties properties, and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired (other than the Excluded Assets), and, to the extent they relate primarily to, or which are used or held for use primarily in connection withwith the Business (collectively, the Business“Purchased Assets”), substantially including the following: (a) all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible Transmission Assets (including goodwillthe Eklutna Transmission Assets, except as otherwise provided in Section 6.30), located in Plant A, the Altoona Facility and the Cross Dock; (b) all Distribution Assets; (c) all Generation Assets other than the Eklutna Generation Assets; (d) all Customer Services Assets; (e) Transferred Cash; (f) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts parts, stored gas, BRU fuel inventory, and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively ; (g) all Contracts relating to the Business (or by which the “Acquired Inventory”); (c) all ContractsPurchased Assets may be bound, including Intellectual Property Agreements (if any)Agreements, including those set forth on Schedule 2.02(cSection 2.01(g) of the Disclosure Schedules (the “Assigned Contracts”); (dh) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (ei) all furniture, fixtures, equipment, machinery, tools, vehicles, rolling stock, office equipment, supplies, computers, telephones telephones, and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (fj) all rights Owned Real Property (including the Storage Facility) and obligations of PrestoliteLeased Real Property and easements and Other Real Property Interests; (k) the BRU Interest; (l) all Permits, except for any Excluded Liabilitiesincluding Environmental Permits, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant BSeller, transferable, and (iii) required for the conduct of the Business as currently conducted at such locationor for the ownership and use of the Purchased Assets, in each case including those listed on Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules; Asset Purchase and Sale Agreement dated as set forth on Schedule 2.02(f);of December 28, 2018 between Municipality of Anchorage and Chugach Electric Association, Inc. (gm) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely (including any appeals by Seller of the denial by the State of Alaska Department of Revenue of gas production tax credits) to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (in) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums sums, and fees (including any such item relating to the payment of Taxes) of the Acquired Company); (jo) all of Seller’s rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (kp) all insurance benefits, including rights and proceeds, arising from or relating to the extent transferable without violating applicable LawPurchased Assets or the Assumed Liabilities; (q) originals, originals (or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, purchasing records, manuals, equipment repair, maintenance or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, drawings, procedures and other similar items of Seller, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records records, and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements Agreements, whether existing in hard copy or magnetic or electronic form (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets;and (lr) all goodwill related exclusively to and the Business; and (m) uniform product codes for the products going concern value of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset (a) Buyer Parties shall effect and complete the Contribution immediately upon execution of this Agreement. Except as otherwise provided below and subject to the terms and conditions of this Agreement, Parent and Seller shall then immediately after the Contribution sell, assignconvey, transfer, convey assign and deliver deliver, or cause to be sold, conveyed, transferred and delivered, to Buyer at the applicable BuyerClosing (as hereinafter defined), good and such Buyer shall purchase, acquire and accept from such Asset Sellervalid title, free and clear of any Encumbrances all Liens (other than Permitted Encumbrancesas hereinafter defined), except for the Permitted Liens (as hereinafter defined), to all of such Asset the assets and properties of every kind, nature and description of Parent and its Affiliates (including Seller’s right, title ) used or held for use by Parent or its Affiliates (including Seller) located at the Leased Real Property or used primarily for the Business (wherever located and interest in, whether or not required to and under be reflected on a balance sheet prepared in accordance with generally accepted accounting principles in the following assets, properties and rights United States (“GAAP”)) but excluding the Excluded Assets (all of such assets and properties being referred to herein as the “Purchased Assets”). The phrases “used primarily for the Business” and “primarily in connection” exclude any and all assets that are also used for, in, or by any other Parent business or the business of Parent’s non-Seller subsidiaries but, for the avoidance of doubt, shall not exclude the assets listed on Schedules 1.1 (a) (ii), 1.1(a)(vi), 1.1(a)(viii), 2.8(b)(x), 2.11(a), 2.19(b), and 7.3(g). The Purchased Assets shall include, but shall not be limited to, the following assets of Parent and its Affiliates (including Seller): (i) all of the tangible personal property, machinery, equipment, tools, machine and electric parts, supplies, computers, appliances, office furniture and fixtures and vehicles that, in each case, are either located at the Leased Real Property (other than the Excluded Assets) and owned or used or held for use by Parent, any of its Affiliates or Seller primarily in connection with the Business (including the tangible assets identified on Schedule 2.8(b)(x) of Seller Disclosure Schedule); (ii) all of the rights, tangible and intangible (including all rights to collect from customers (and to retain) all fees and other amounts payable, or that may become payable, to Parent, any of its Affiliates or Seller), of Parent, any of its Affiliates or Seller existing under the contracts, agreements, leases, licenses, instruments or commitments of Parent, any of its Affiliates or Seller relating to the Business listed on Schedule 1.1(a)(ii) (collectively, the “Purchased AssetsAssumed Contracts”):); (aiii) substantially all of the assetsrights in and to any governmental and private permits, properties licenses, franchises and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, andauthorizations, to the extent they relate primarily toassignable, or are used or held for use primarily by Parent, any of its Affiliates or Seller in connection with, with the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal including those permits set forth or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dockrequired to be set forth on Schedule 2.19(b) to Seller Disclosure Schedule; (biv) all inventory, finished goods, raw materials, work work-in progressprogress and finished-goods inventories, packaging, supplies, and all repair and replacement parts and materials, and all other parts and materials, used or held for use by Parent, any of its Affiliates or Seller in connection with the Business, including all inventories of computer program code (“Inventory”), located at, or in transit toall media) and materials and program documentation (collectively, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (cv) all Contractsrights in and to the customer lists, including Intellectual Property Agreements (if any)parts lists, set forth vendor lists, promotion lists, marketing data and other compilations of names and data of Parent, any of its Affiliates or Seller developed in connection with, or relating to, the Business, and which shall be delivered by or on Schedule 2.02(c) (behalf of Parent and Seller to Buyer at or prior to the “Assigned Contracts”)Closing; (dvi) all Intellectual Property set forth of Parent’s, any of its Affiliates’ or Seller’s rights in and to the computer software programs (including software licensed to Parent, any of its Affiliates or Seller) used or held for use by Parent, any of its Affiliates or Seller in connection with the Business or developed or under development by, or on behalf of, Parent, any of its Affiliates or Seller solely in connection with the Business, including those identified on Schedule 2.02(d1.1(a)(vi), including the source code and object code for such software, and all technical and descriptive materials (other than Inventory) relating to the acquisition, design, development, use or maintenance of computer code and program documentation and materials in any and all languages (the “Intellectual Property AssetsTechnical Documentation”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)to the extent that Parent, any of its Affiliates or Seller possesses and has a right to possess and transfer the same; (gvii) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, all customer deposits and advanced payments and other rights to payment or deposits from customers of the Purchased Assets or the Assumed Liabilities, Business (“Customer Deposits”) (including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwisethose Customer Deposits on Schedule 1.1(a)(viii)); (iviii) to the extent related to the Business, all accounts and notes receivable, negotiable instruments of or made payable to Parent, any of its Affiliates or Seller, claims for refunds and deposits and other prepaid items of Parent, any of its Affiliates or Seller, including all customer security deposits and all security deposits made by Parent, any of its Affiliates or Seller pursuant to any vendor contracts, including, without limitation, those identified on Schedule 2.11(a) of Seller Disclosure Schedule (the “Accounts Receivable”); (ix) solely with respect to the Business, all accounts receivable schedules, lists, files, books, publications, and other records and data of Parent, any of its Affiliates or Seller; (x) all prepaid expensescauses of action, credits, advance payments, claims, security, refundschoses in action, rights of recovery, rights of set-offsetoff, rights under express or implied warranties from the suppliers or customers of the Business, rights of recoupment, depositsclaims, chargessuits, sums and fees (including proceedings, judgments or demands, of whatsoever nature, of or held by Parent, any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset its Affiliates or Seller regarding warranties, indemnities and all similar rights against any third partyparties, solely with respect to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) out of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (mxi) uniform product codes for all Intellectual Property and Intellectual Property Rights and related goodwill of Parent, any of its Affiliates or Seller used primarily in connection with or primarily by the products Business and the Purchased Assets, including the databases and data collections listed on Schedule 7.3(g). (b) Notwithstanding the foregoing, Parent and Seller shall not transfer to Buyer, and the Purchased Assets shall not include, (i) the certificates of the Businessincorporation, except for UPC code 079407 bylaws, minute books, corporate record books, tax-identification numbers and other organizational documents of Parent or Seller; (General Cableii) Parent’s or Seller’s rights under this Agreement and any other agreement, document or instrument entered into with Buyer pursuant to this Agreement; (iii) cash, cash equivalents, restricted cash (in each case other than Customer Deposits) and 686177 net operating losses; (Prestolite Wire LLCiv) any equity securities owned by Parent or Seller; (v) the assets of Parent and Seller’s premium IP bandwidth services and associated IP address management and DNS hosting services provided at the facility located at the Leased Real Property and specifically set forth on Schedule 1.1(b)(v) (the “Excluded UPC CodesParent’s IP Business”); provided that Sellers shall use commercially reasonable efforts to transfer (vi) the uniform product codes included in names and trademarks “NaviSite”, “CBT”, “BJK” and “ClearBlue,” and any derivations thereof; and (vii) any of the Purchased Assets promptly following the Closing assets listed on Schedule 1.1(b)(vii) (taking into account any approvals or procedures that may be required by GC1collectively, “Excluded Assets”). (c) As used herein, “Liens” mean liens (for Taxes or any other indebtedness or matter), demands, pledges, deeds of trust, attachments, levies, hypothecations, title restrictions or retentions, claims, commitments, equitable interests, rights of first refusal, charges, easements, servitudes

Purchase and Sale of Assets. Each applicable Asset On the Closing Date, as hereinafter defined, Seller shall sell, assign, transfer, convey sell and deliver transfer to the applicable Buyer, Purchaser and such Buyer Purchaser shall purchase, acquire purchase and accept from such Asset Seller, free of all encumbrances and clear liens, the following personal property: (a) All of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s 's right, title and interest in, to in and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily parts and supplies specifically identified in connection with, EXHIBIT A attached hereto and incorporated herein by this reference (the Business, substantially all of the assets, properties "Parts and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwillSupplies Inventory"), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventoryAll of Seller's right, finished goods, raw materials, work title and interest in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business Seller's customer data base (the “Acquired Inventory”"Data Base"); (c) all ContractsAll of Seller's right, including Intellectual Property Agreements title and interest in and to that certain Reseller Agreement dated March 12, 2000, by and between Seller and MPACS, LLC, a Wisconsin limited liability company (if any"MPACS"), set forth on Schedule 2.02(c) a photocopy of which is attached hereto as EXHIBIT C and incorporated herein by this reference (the “Assigned Contracts”"MPACS Agreement"); (d) All of the Seller's right, title and interest in and to all Intellectual Property set forth on Schedule 2.02(d) of Seller's service contracts (the “Intellectual Property Assets”"Service Contracts");; and (e) All of Seller's right, title and interest in and to all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones equipment and other tangible miscellaneous personal property (exclusive of Muelot's personal computer, Quick Books software, Toshiba Powervision 7000 (Serial No. D 8553207) and the “Tangible Personal Property”) that is (aphone system) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolitein Seller's business premises at 0000 Xxxxx Xxxxx, except for any Excluded Liabilities#160, under the real property lease agreement relating to Plant B between Prestolite and DamozaWestminster, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents Colorado (the “Asset Seller Corporate Books”"Miscellaneous Personalty"); provided, further, that notwithstanding anything to the contrary contained in . For purposes of this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (above-described property may sometimes hereinafter be collectively referred to as the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)"Acquired Assets."

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, Seller shall sellsell to Buyer, and shall, upon Buyer's election, assign, transfer, convey and deliver to the applicable BuyerBuyer Sub, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s 's right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired (other than the Excluded Assets), and, to the extent they which relate primarily to, or are used or held for use primarily in connection with, the BusinessBusiness (collectively, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill"Purchased Assets"), located in Plant Aincluding, without limitation, the Altoona Facility following: (a) cash and the Cross Dockcash equivalents; (b) all accounts or notes receivable held by Seller, and any security, claim, remedy or other right related to any of the foregoing, whether or not billed ("Accounts Receivable"); (c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“"Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”"); (cd) all Contracts, including Intellectual Property Agreements (if any)Agreements, set forth on Schedule 2.02(c) of the Seller or relating to the Business, other than Excluded Contracts (the “"Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”"); (e) all Intellectual Property Assets; (f) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “"Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e"); (fg) all rights and obligations of PrestoliteLeased Real Property; (h) all Permits, except for any Excluded Liabilitiesincluding Environmental Permits, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that which are (i) assignable under applicable Law, (ii) held by Sellers solely Seller and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at or for the ownership and use of the Purchased Assets (but only to the extent such locationPermits and Environmental Permits may be transferred under applicable Law), in each case as set forth including, without limitation, those listed on Schedule 2.02(f)Section 4.17(b) and Section 4.18(b) of the Disclosure Schedules; (gi) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (ij) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Companyfees; (jk) all of Seller's rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (kl) to the extent transferable without violating applicable Laworiginals, originals (or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, books of account, ledgers and general, financial and financial, accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“"Books and Records”"); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in all goodwill associated with the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Assets.

Purchase and Sale of Assets. Each applicable Asset On the terms and subject to the conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any Encumbrances (Liens other than Permitted Encumbrances)Liens, all of such Asset Seller’s right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant B, and, to and whether now existing or hereafter acquired (other than the extent they relate primarily to, or are used or held for use primarily in connection withExcluded Assets) (collectively, the Business“Purchased Assets”), substantially all of including the following assets, properties and rights of every kind Seller: (a) all cash and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dockcash equivalents; (b) all accounts and notes receivable and any security, claim, remedy or other right related to any of the foregoing (“Accounts Receivable”); (c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”)assets; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 Intellectual Property Agreements identified on Schedule 1.1(f) (as amended, restated, supplemented or modified, the “Plant B LeaseAssigned IP Agreements”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 Contracts identified on Schedule 1.1(g) (as amended, restated, supplemented or modifiedtogether with the Assigned IP Agreements, the “Georgia LeaseAssigned Contracts”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwiseSeller; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company;fees; and (j) all rights goodwill and the going concern value of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Seller Upon all of the terms and subject to all of the conditions of this Agreement, at the Closing, the Company shall sell, assign, transfer, convey convey, assign and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances)acquire, all of such Asset Sellerthe Company’s rightrights, title and interest in, in and to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties properties, privileges, rights, benefits, interests and rights claims of every kind and naturethe Business, whether real, real or personal or mixed, tangible or intangible (including goodwill)intangible, located in Plant Bof every type and description that are owned, andleased, to the extent they relate primarily tolicensed, or are otherwise used or held for use primarily in connection withby the Company (collectively, the Business“Assets”), substantially free and clear of all Liens other than Permitted Liens; provided, however, that the Assets shall not include the Excluded Assets. The Assets shall include all of Seller Parties’ respective rights, title and interest in and to the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible following: (including goodwill), located in Plant A, a) the Altoona Facility and the Cross Dock; University as a going concern; (b) the Tangible Personal Property (including without limitation all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); ; (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); Leased Real Property; (d) all the Assumed Contracts; (e) the Company Intellectual Property, including the Registered Owned Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”3.7(a); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); ; (f) the Company IT Assets; (g) the Permits and Educational Approvals; (h) the Records; (i) the Accounts Receivable; (j) all rights goodwill associated with the Business and obligations the University; (k) all prepaid expenses and other current assets of Prestolitethe Business; (l) all security and other deposits; (m) all other tangible and intangible assets of the Business, except including all sales and promotional literature, prospective student lists, lead generation addresses, ad words, internet, broadcast and print media content, marketing data, promotional materials, other marketing, sales-related and promotion-related materials owned or held for any Excluded Liabilities, under the real property lease agreement use relating to Plant B between Prestolite the University, products and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”)services currently in development, as well as any Permits that are plans for new services, classes or programs; (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (gn) all rights and obligations Actions, causes of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, securityaction, refunds, rights of recovery, rights of set-off, off and rights of recoupment, deposits, charges, sums and fees (including any such item recoupment relating to the payment of Taxes) or arising out of the Acquired Company; Assets or offsetting any of the Assumed Liabilities, whether known or unknown; (jo) all telephone numbers, email addresses, internet websites and addresses, post office boxes and other numbers or addressed used by the Company in connection with the University, including the right to receive mail and other communications addressed to the Company and pertaining to the University; and (p) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely interests in and to the extent related to names “Trident University” or “Trident University International” and any Purchased Assets or Assumed Liabilitiesvariations thereof, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Lawexcept, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, thateach case, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Excluded Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, convey, assign, transfer, convey transfer and deliver to the applicable BuyerBuyer free from any Encumbrance, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, Seller free and clear of from any Encumbrances (other than Permitted Encumbrances)Encumbrance, all of such Asset Seller’s legal and beneficial right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the tangible and intangible assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible nature and wherever located (including goodwillother than the Excluded Assets), located in Plant B, and, to the extent they that relate primarily to, or are used or held for use primarily in connection with, the Business (collectively, the “Purchased Assets”), with a view to Buyer carrying on the Business as a going concern in succession to Seller including the following: (a) all cash, negotiable instruments, and cash equivalents held by, for, or on behalf of the Business, substantially all whether restricted or unrestricted, including, for the avoidance of doubt, cash held in bank accounts and elsewhere within the assetsBusiness and cash held for or on behalf of third parties, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible including but not limited to customer deposits (including goodwill“Cash”), located in Plant A, the Altoona Facility and the Cross Dock;. (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to accounts receivable of the Business (the “Acquired InventoryAccounts Receivable”); (c) all ContractsContracts set forth on Section 2.01(d) of the Disclosure Schedules, including the Intellectual Property Agreements (if any), set forth on Section 4.09(a) of the Disclosure Schedules and the contracts of employment for each Employee set forth on Section 4.12(a) of the Disclosure Schedule 2.02(c) (collectively, the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “user and personal profiles, resumes, and client, CRM, recruiter and other databases, all brands, Website domains, software code, servers, other hardware and all other Intellectual Property Assets”), including, without limitation, the right to xxx and recover for past, present or future infringement or other unauthorized use of such Intellectual Property Assets; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property of the Business (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); deposits, prepayments and prepaid expenses relating to the Purchased Assets; (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, security deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Companyextent related to any Purchased Assets; (jg) all telephone numbers, fax numbers, e-mail addresses, postal addresses and postal boxes related to or used in the Business; (h) all Permits owned, held or used by Seller in connection with the Business to the extent transferrable under applicable Law; (i) all of Seller’s rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (kj) to the extent transferable without violating applicable Laworiginals or, originals (or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel filesCustomer Data, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, formulae, designs, specifications, drawings, product development, data, manuals, handbooks, plans and instructions, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015records, marketing and promotional surveys, material and research and files any other information relating to the Intellectual Property Assets operation, management, administration or financial affairs of the Business, including business plans, forecasts and the Intellectual Property Agreements information relating to business development (collectively, “Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude ; (k) all goodwill associated with any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included assets described in the Purchased Assets;foregoing clauses; and (l) all goodwill related exclusively other assets of Seller relating to the Business; and (m) uniform product codes for , other than the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Assets.

Purchase and Sale of Assets. Each applicable Asset Seller shall agrees to sell, assign, transfer, convey convey, assign and deliver (“Transfer”) or where necessary cause its Affiliate(s) to the applicable BuyerTransfer to Purchaser, and such Buyer Purchaser shall purchase, acquire and accept from Seller and its Affiliates, all of the rights, title and interest to the following properties, assets and contracts (such Asset Sellertransferred assets hereinafter collectively referred to as the “Transferred Assets”), free and clear of any Encumbrances (all Liens other than Permitted Encumbrances)Liens: (a) the inventories including, without limitation, all of such Asset Seller’s rightraw materials and supplies, title manufactured and interest inprocessed parts, to work in process and under finished goods, (i) set forth on Schedule 1.1(a) or (ii) exclusively used or held for exclusive use in the following assets, properties and rights (but excluding the Excluded Assets) Programs (collectively, the “Purchased AssetsInventories”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw the packaging materials, work in progressshipping materials, packagingmachinery, suppliesequipment, furniture, furnishings, fixtures, handling equipment, laboratory equipment, computer hardware (excluding laptops and desktop computers), data, software, molds, tools, parts and other inventories items of personal tangible property, including items on order but undelivered, (“Inventory”), located at, i) set forth on Schedule 1.1(b) or (ii) exclusively used or held for exclusive use in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”)Programs; (c) all Contractsright, title and interest in and to intellectual property rights and other proprietary or confidential information, whether protected, created or arising under the laws of the United States or any other jurisdiction, including Intellectual Property Agreements Patents, Copyrights, Know-How, Trade Secrets, Software and Confidential Information, including rights to sxx for and remedies against past, present and future infringements thereof, and rights of priority and protection of interests therein under the laws of any jurisdiction worldwide and all tangible embodiments thereof, owned by Seller or its Affiliates and (if any), set forth i) used exclusively or held for the exclusive use in the Programs or (ii) listed on Schedule 2.02(c1.1(c) (all of the foregoing, the “Assigned ContractsAcquired Intellectual Property”); (d) subject to Section 1.8, all Intellectual Property set forth rights in, to and under the Contracts, other than the Excluded Contracts, that are (i) listed on Schedule 2.02(d1.1(d) or (ii) used exclusively or held for exclusive use in the Programs, (collectively, the “Intellectual Property AssetsAssumed Contracts”); (e) all furniturethe Permits, fixtureslicenses, equipmentlicense applications, machineryapprovals, toolscertifications, vehicles, office equipment, supplies, computers, telephones and other tangible personal property product and/or service clearances that are (the “Tangible Personal Property”) that is (a) located at Plant B or (bi) set forth on Schedule 2.02(e)1.1(e) or (ii) used exclusively or held for the exclusive use in the Programs; (f) all rights books, records, data, manuals, files and obligations of Prestoliteother documentation, except whether written, electronic or otherwise, used exclusively or held for any Excluded Liabilitiesthe exclusive use in the Programs, under the real property lease agreement relating to Plant B between Prestolite including, supplier lists, purchase and Damozasale records, dated as of August 1correspondence, 2014 (as amendedquality control records, restatedresearch and development files, supplemented or modifieddrawings, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant Bblue prints, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)designs; (g) all rights prepaid expenses, advance payments (if any), and obligations prepaid items of GCI, except Seller used exclusively or held for any Excluded Liabilities, under the real property lease agreement relating to office space exclusive use in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)Programs; (h) the Notebooks and Study Reports set forth on Schedule 1.1(h) that exclusively relate to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ MEK and vendors’ warranties, whether arising by way of counterclaim or otherwise;HIV programs; and (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums the Notebooks and fees (including any such item relating Study Reports set forth on Schedule 1.1(h) that predominantly relate to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities MEK and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”)HIV programs; provided that Sellers shall use commercially Purchaser will allow Seller reasonable efforts access to transfer examine and copy the uniform product codes included in files, or to temporarily possess the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required originals thereof, as reasonably requested by GC1)Seller.

Purchase and Sale of Assets. Each applicable Asset Seller shall sell, assign, transfer, convey Based upon and deliver subject to the applicable Buyerrepresentations, warranties, covenants, agreements, and such Buyer shall purchaseother terms and conditions set forth in this Agreement, acquire Seller hereby sells, conveys, transfers, assigns, and accept from such Asset Sellerdelivers, free and clear of any Encumbrances (other than Permitted Encumbrances)Designated Subsidiary hereby purchases, all of such Asset Seller’s rightacquires, title and interest inaccepts, to and under the following assetsas provided herein, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties properties, rights, and rights goodwill of Seller of every kind and naturedescription, whether wherever located, including, without limitation, (a) all assets and properties, tangible or intangible, real, personal or mixed, tangible or intangible (b) notes and accounts receivables, (c) computer equipment, (d) office and warehouse equipment, (e) vehicles, (f) reserves, (g) prepayments, (h) inventories, (i) deposits, (j) bank accounts, (k) cash and securities, (l) claims and rights under contracts, agreements, leases, and commitments of Seller of whatever nature (including goodwillall agreements and contract arrangements with R. Dale Earnhardt), located in Plant B(m) the namx "Xxxxxx Xxxxe, andInc., (n) all computer programs, data bases, records, systems, and processes and all know how, information, and trade secrets relating thereto, and (o) all books and records of Seller relating to Seller's business. The assets, properties, rights, and goodwill conveyed, transferred, assigned, and delivered by Seller are sometimes herein called the extent they relate primarily to"Transferred Assets" and shall include, or are used or held for use primarily in connection withwithout limitation, the Business, substantially all of the assetsassets and properties shown on or reflected in the Balance Sheet of Seller as at September 30, 1996 (the "Base Balance Sheet") and all assets and properties acquired by Seller after the date of the Base Balance Sheet and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (Closing Date. There is, however, excluded from the “Acquired Inventory”); (c) all Contractsassets and properties sold and purchased pursuant to this Agreement, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Lawany assets and properties disposed of by Seller since September 30, 1996 in the ordinary course of business, (ii) held by Sellers solely Seller's corporate franchises, stock record books, corporate record books containing the minutes of meetings of directors and specifically in relation shareholders, and such other records as have to Plant Bdo exclusively with Seller's organization or stock capitalization, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights Seller's tax and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting employee records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, and on the basis of the representations, warranties and agreements contained herein, at the Closing (as defined herein), Seller shall sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title and interest in and to the assets used in, to and under the following assetsheld for use, properties and rights (but excluding the Excluded Assets) (collectivelyor other otherwise constituting, the “Purchased Assets”): (a) substantially all Business, as operated in the Ordinary Course of the assetsBusiness, properties and rights of every kind and naturedescription, wherever located, whether tangible or intangible (including, without limitation, goodwill), real, personal or mixed, tangible but excluding the Retained Assets (the “Purchased Assets”), free and clear of any mortgage, pledge, lien, charge, security interest, claim or intangible other encumbrance (“Liens”). The Purchased Assets include, without limitation, all of the right, title and interest of Seller in and to the following assets of the Business: (a) all of the Intellectual Property of Seller associated with the Business, including, without limitation, the Intellectual Property identified in Schedule 2.01(a); (b) the names Headsprout, Headsprout Early Reading, Headsprout Reading Comprehension, MimioSprout, MimioReading, and any other names used by Seller, but excluding for all purposes any names related to Xxxxxx, Xxxxxx Rubbermaid, Dymo, Mimio or MimioTeach; (c) all rights in, to and under any Assumed Contract, including without limitation, all rights to receive goods and services purchased pursuant to such Assumed Contracts and to assert claims and take other actions in respect of breaches or other violations thereof; (d) all equipment (including goodwillcomputer and office equipment), located business machines, furniture, fixtures, supplies and all other tangible personal property listed on Schedule 2.01(d); (e) all rights and claims of Seller associated with the Business, whether mature, contingent or otherwise, against third parties whether in Plant Btort, andcontract or otherwise, including, without limitation, causes of action, unliquidated rights and claims under or pursuant to all warranties, representations and guarantees made by manufacturers, suppliers or vendors, claims for refunds, rights of off-set and credits of all kinds and all other general intangibles; (f) all Permits and exemptions of, and filings or registrations with, any Governmental Authority, to the extent they relate primarily totransferable by Seller, or are used or held for use primarily in connection withincluding, the Businesswithout limitation, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwillthose Permits listed on Schedule 2.01(f), located in Plant A, the Altoona Facility and the Cross Dock; (bg) all prepaid deposit, advances and other prepaid expenses associated with the Business and all other Current Assets as of the Closing Date solely to the extent taken into account in calculating the Closing Working Capital hereunder; (h) the assets set forth on Schedule 2.01(h); (i) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts supplies and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock ; and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warrantiesbooks, indemnities records, files and all similar rights against any third party, solely papers relating to the extent related to any Purchased Assets or Assumed Liabilitiesconduct of the Business, arising on or after as maintained in the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) Ordinary Course of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited towithout limitation, drawings, computer programs, manuals and data, sales, marketing and promotional materials, correspondence, research and development records, prototypes and models, lists of present and former customers, customer credit information, customers’ pricing information, business plans, studies and analyses, whether prepared by Seller or a third party, relating to the Business, books of account, ledgers accounting records and generalpersonnel, financial employment and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 other records relating to the Acquired Company filed since January 1Business, 2005 (but excluding Tax Returns and related work papers notes, worksheets, files and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data documents relating thereto (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Business Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, Seller shall shall, at the Closing, other than the Excluded Assets, sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of all Encumbrances, except for any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title and interest in, to and under all of the following assets, properties Assets and rights of Seller (but excluding whether now existing or hereinafter acquired and wherever located) associated with, relating to or used or held for use in connection with the Excluded Assets) Business (collectively, the “Purchased Assets”):), including the following: (a) substantially all accounts or notes receivable of Seller, and any security, claim, remedy or other right related to any of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dockforegoing; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories of Seller, including any of the foregoing in transit to the Real Property or in transit to or located on the premises of other Persons for processing, on consignment or for storage (collectively, the “Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”);; Table of Contents (c) all Contracts, including Intellectual Property Agreements (if any), those Contracts set forth on Section 2.1(c) of the Disclosure Schedule 2.02(c) (collectively, the “Assigned Contracts”); (d) all Seller Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”)Property; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, trailers, office equipment, supplies, computerstelephones, telephones computer equipment and hardware, including all central processing units, terminals, disk drives, electronic memory units, printers, keyboards, screens, peripherals (and other input/output devices), modems and other communication controllers, and any and all parts and appurtenances thereto, and other tangible personal property owned by Seller, including that of which is identified on Section 2.1(e) of the Disclosure Schedule (collectively, the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”)Real Property, as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)all Loss Proceeds; (g) all rights and obligations of GCI, except for any Excluded Liabilities, Seller Permits that are transferable or assignable under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 applicable Law (as amended, restated, supplemented or modifiedcollectively, the “Georgia LeaseAssigned Permits”), but if any Seller Permit is not transferable or assignable under applicable Law, then Seller shall cooperate with and reasonably assist Buyer in obtaining the equivalent of such Seller Permit prior to the Closing; (h) to the extent transferable, all rights to any Legal Proceedings of any Asset Seller to any Actions against third parties nature available to or being pursued by such Asset Seller solely to the extent related to the Business, any of the Purchased Assets or any of the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of TaxesTaxes other than refunds of Taxes paid by Seller to the extent such refunds are not taken into account in the computation of Current Assets for purposes of calculating the Net Working Capital) to the extent related to the Business, any of the Acquired CompanyPurchased Assets or any of the Assumed Liabilities; (j) all rights, claims, causes of action and similar rights of any Asset Seller regarding under or pursuant to all warranties, indemnities representations, indemnifications, hold harmless provisions and all similar rights against any third partyguarantees made by suppliers, solely licensors, leasors, manufacturers, contractors and others (including Seller’s predecessors in title to the Purchased Assets) to the extent related to the Business, any of the Purchased Assets or any of the Assumed Liabilities, arising on or after the Closing Date; (k) all insurance benefits paid or payable on or after the Effective Date, including all rights to the extent transferable without violating applicable Lawclaims and proceeds, originals (arising from or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, includingany of the Purchased Assets or any of the Assumed Liabilities, but not limited toincluding all such insurance benefits recovered from the Maintained Insurance Policies; (l) all books and records, including books of account, ledgers and general, financial and accounting records, surveys, maps, building and machinery diagrams and plans, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, personnel files of Seller Continuing Employees, research and development files, records and data (including all correspondence with any Governmental Authority) and data, sales material and records (including pricing historyrecords, total sales, terms and conditions of sale, sales and pricing policies and practices)strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Seller Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance all written correspondence with Governmental Authorities of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books Seller or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively otherwise relate to the Business, any of the Purchased Assets or any of the Assumed Liabilities (to the extent transferrable by applicable Law), other than books and records set forth in Section 2.2(d); and (m) uniform product codes for all goodwill and the products going concern value of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall including Seller’s customer relationships, as well as all rights to continue to use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following in the Closing (taking into account any approvals or procedures that may be required by GC1)Business.

Purchase and Sale of Assets. Each applicable Asset At the Closing (defined below), Buyer will purchase from Seller shall and Seller will sell, transfer, assign, transferconvey, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s 's right, title and interest in and to all of the assets owned by or leased or licensed to Seller and used or held for use by Seller in the conduct of the Business, excepting only the Excluded Assets (collectively, “Purchased Assets”). Without limiting the generality of the foregoing, the Purchased Assets shall include all of Seller's right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”):under: (a) substantially all of the assetsmachinery, properties furniture, fixtures, equipment, computer hardware, supplies, repair and rights of every kind replacement parts and natureother tangible personal property, whether realincluding, personal or mixedwithout limitation, tangible or intangible (including goodwillthose items listed on Schedule 1.1(a), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts the real property leases and other inventories (“Inventory”)contracts, located atagreements, or in transit tocommitments, the Altoona Facilityleases, Plant B or the Cross Dock andsubleases, in each caselicenses, related exclusively to the Business (the “Acquired Inventory”sublicenses and similar arrangements listed on Schedule 1.1(b); (c) all Contractslicenses, including Intellectual Property Agreements (if any)permits, set forth registrations, authorizations, and similar rights required to carry on the Business in the ordinary course, including, without limitation, those items listed on Schedule 2.02(c) (the “Assigned Contracts”1.1(c); (d) all Intellectual Property set forth on Schedule 2.02(dintellectual, industrial and proprietary rights, including without limitation (i) all design and use rights to all circuit boards, software, and system architecture, (ii) all telephone and facsimile numbers and e-mail addresses used in the “Intellectual Property Assets”)Business, (iii) all inventions, (iv) all granted patents for inventions and any reissues thereof, if any, (v) all copyrights, whether registered or unregistered, (vi) all designs and industrial designs, (vii) all trademarks, trade names, all variations thereof, and any word, symbol, icon, logo or other indicia of origin adopted or used in connection with any product made or service provided in the Business, whether registered or unregistered, and rights to prevent unfair trading, (viii) all trade secrets, confidential information, know-how and processes, (ix) all applications and registrations for all of the foregoing, (x) all licenses, including sub-licenses, or other rights to use intellectual, industrial or proprietary rights of third parties including, without limitation, any customer of the Business, (xi) all Internet addresses, web sites and other Business addresses; and (xii) all licenses, including sub-licenses granted to third parties to use any of the foregoing; (e) all furnituredeposits, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones prepaid taxes and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e)prepaid expenses; (f) all rights billed and obligations unbilled trade accounts receivable, an aging of Prestolitewhich, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated current as of August 1May 31, 2014 (as amended2008, restated, supplemented or modified, the “Plant B Lease”is listed on Schedule 1.1(f), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation other rights to Plant Bpayment from customers of Seller and the full benefit of all security for such accounts or rights to payment, and (iii) required for the conduct any claim, remedy or other right related to any of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(fforegoing (“Accounts Receivable”); (g) the goodwill of the Business, including, without limiting the generality of the foregoing, Seller’s rights to the names “D&D Associates”, “Allegiance Health” and “Medimax”, all rights other names under which Seller has conducted or now does conduct business, and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modifiedall variations thereof, the “Georgia Lease”);exclusive right of Buyer to represent itself as carrying on the Business in continuation of and in succession to Seller, and all records of sales, customer lists, physician lists and supplier lists of Seller; and (h) to all personnel records, inspection records, accounting records, and all other records, books, documents and data bases in the extent transferable, all rights possession or under the control of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related relating to the Business, the Purchased Assets or Assets, the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way those employees of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating Seller who subsequent to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required employed by GC1)Bxxxx.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions set forth herein, at the Closing, Seller shall sell, assign, transfer, convey convey, and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any Encumbrances (including Encumbrances related to the Closing Debt and any other debt of Seller as provided in this Agreement) other than Permitted Encumbrances), all of such Asset Seller’s right, title title, and interest in, to to, and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties properties, and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired (other than the Excluded Assets), and, to the extent they relate primarily to, or which are used or held for use primarily in connection withwith the Business (collectively, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill“Purchased Assets”), located in Plant A, including the Altoona Facility and the Cross Dockfollowing: (a) all Transmission Assets; (b) all Distribution Assets; (c) all Generation Assets other than the Eklutna Generation Assets; (d) all Customer Services Assets; (e) Transferred Cash; (f) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts parts, stored gas, BRU fuel inventory, and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively ; (g) all Contracts relating to the Business (or by which the “Acquired Inventory”); (c) all ContractsPurchased Assets may be bound, including Intellectual Property Agreements (if any)Agreements, including those set forth on Schedule 2.02(cSection 2.01(g) of the Disclosure Schedules (the “Assigned Contracts”); (dh) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (ei) all furniture, fixtures, equipment, machinery, tools, vehicles, rolling stock, office equipment, supplies, computers, telephones telephones, and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (fj) all rights Owned Real Property (including the Storage Facility) and obligations of PrestoliteLeased Real Property and easements and Other Real Property Interests; (k) all BRU Interests; (l) all Permits, except for any Excluded Liabilitiesincluding Environmental Permits, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant BSeller, transferable, and (iii) required for the conduct of the Business as currently conducted at such locationor for the ownership and use of the Purchased Assets, in each case as set forth including those listed on Schedule 2.02(f); (gSection 4.17(b) all rights and obligations Section 4.18(b) of GCIthe Disclosure Schedules; Asset Purchase and Sale Agreement, except for any Excluded Liabilitiesbetween the Municipality of Anchorage and Chugach Electric Association, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx XxxxxxxxInc., dated as of January 7December [●], 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”);2018 (hm) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely (including any appeals by Seller of the denial by the State of Alaska Department of Revenue of gas production tax credits) to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (in) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums sums, and fees (including any such item relating to the payment of Taxes) of the Acquired Company); (jo) all of Seller's rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (kp) all insurance benefits, including rights and proceeds, arising from or relating to the extent transferable without violating applicable LawPurchased Assets or the Assumed Liabilities; (q) originals, originals (or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, purchasing records, manuals, equipment repair, maintenance or service records, operating, safety and maintenance manuals, inspection reports, environmental assessments, engineering design plans, documents, blueprints and as built plans, specifications, drawings, procedures and other similar items of Seller, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records records, and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal monthly financial statements since January 1, 2015statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements Agreements, whether existing in hard copy or magnetic or electronic form (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets;and (lr) all goodwill related exclusively to and the Business; and (m) uniform product codes for the products going concern value of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset On the Closing Date (as defined below), but effective as of 7 a.m. Central Standard Time on the 1st day of July, 2007 (the “Effective Time”), subject to the terms and conditions of this Agreement, Seller shall agrees to sell, assign, transfer, convey and deliver to the applicable BuyerPurchaser, and such Buyer shall purchasePurchaser agrees to purchase and pay for, acquire and accept from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title and interest in, to and under the following assets: (a) The oil, properties gas and mineral leases and other mineral rights (but excluding and interests described in Exhibit A-l, together with all of Seller’s rights and interests in respect of any pooled, communitized or unitized acreage of which any such interest described in this Section 1.1(a) is a part and Seller has the Excluded Assets) right to transfer (collectively, the “Purchased AssetsLeasehold Interests”):); (ab) substantially All of Seller’s right, title, and interest in and to all of the assetsimmovable, properties movable and rights mixed property of every kind and natureSeller, whether realor in which Seller owns an interest, personal that is attributable or mixed, tangible or intangible (including goodwill), located in Plant B, and, allocable to the extent they relate primarily to, or are Leasehold Interests and used or held for use primarily in connection withwith the exploration, development, operation or maintenance of any of the Leasehold Interests or the production, treatment, measurement, storage, gathering, transportation or marketing of oil, gas or other hydrocarbons attributable to the Leasehold Interests (or the interests of others therein), including, without limitation: (i) all xxxxx, platforms, equipment and facilities that, as of the Effective Time were used or held for use in connection with the exploration, development, operation or maintenance of any Leasehold Interests or the production, treatment, measurement, storage, gathering, transportation or marketing of oil, gas or other hydrocarbons attributable to the Leasehold Interests, including, without limitation, the Businessxxxxx described in Exhibit A-2, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible any other xxxxx (including goodwillsaltwater disposal xxxxx), located in Plant Awell equipment, the Altoona Facility casing, tanks, gas separation and the Cross Dock; (b) all inventoryfield processing units, finished goodsportable and permanent well test equipment, raw buildings, tubing, pumps, motors, fixtures, machinery, materials, work in progress, packaging, supplies, parts inventories, telephone and communication equipment, computing equipment and other inventories equipment, pipelines, gathering systems, power lines, telephone and telegraph lines, roads, vehicles, gas processing plants and other property used in the operation thereof; (“Inventory”)ii) all oil and gas and other hydrocarbon volumes produced on or after the Effective Time; and (iii) all other rights, located atprivileges, benefits, powers, tenements, hereditaments and appurtenances conferred upon Seller or in transit tothe owner and holder of the Leasehold Interests, including, without limitation, all rights, privileges, benefits and powers of Seller with respect to the use and occupation of the surface of, and subsurface depths under, the Altoona Facilityland covered by each Leasehold Interest, Plant B which may be necessary, convenient or the Cross Dock and, in each case, related exclusively incidental to the Business possession and enjoyment of such Leasehold Interest (collectively, the “Acquired InventoryRelated Property”); (c) all ContractsAll of Seller’s right, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant Btitle, and (iii) required for the conduct interest in and to all original files, records, data, information and documentation of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent if originals are not available, copies of such items) pertaining to or evidencing Seller’s use, ownership or operation of any books and records of the assets, or the maintenance or operation thereof, or to any Asset Seller and units in which any of the Acquired Company Leasehold Interests may be included or to the extent relating primarily producing, treating, measuring, processing, storing, gathering, transporting or marketing of oil and gas and other hydrocarbons attributable to the BusinessLeasehold Interests or such units and water, brine or other minerals and products produced in association therewith, including, but not limited towithout limitation, books lease files, land files, well files, production sales agreement files, division order files, title opinions and abstracts, legal records (excluding any records or information the disclosure of accountwhich would result in the waiver of an attorney-client privilege or the breach of any confidentiality obligations for which no waiver has been granted), ledgers and generaltax records, financial and accounting records, machinery governmental, tribal and equipment maintenance filesregulatory filings and permits, customer listslicenses, personnel filesenvironmental records, customer purchasing historiesgeological and geophysical data, price lists, distribution lists, supplier listsseismic records, production datareports, all Tax Returns in maps, and computer software (collectively, the possession “Records,” but further excluding therefrom the transfer of any of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work productforegoing that would violate any applicable contractual restrictions), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (md) uniform product codes for All rights of Seller in and to those instruments and agreements listed on Exhibits A-l and A-3 hereto, the products other instruments and agreements under which Seller’s interests in the Leasehold Interests arise, and all other agreements and contractual rights, easements, rights-of-way, servitudes, and other rights, privileges, and benefits to the extent relating to any asset described in clauses (a) through (c) above, including, without limitation, all rights of Seller in, to and under or derived from all production sales contracts, operating agreements, pooling, unitization or communitization agreements, purchase, exchange or processing agreements, production handling agreements, surface leases, easements or rights-of-way, farmout or farmin agreements, dry hole or bottom hole contribution agreements, seismic agreements, options, orders and all other contracts, agreements and instruments relating to the Businessexploration for, except for UPC code 079407 or the development, production, storage, gathering, treatment, transportation, processing, or sale or disposal of oil, gas, other hydrocarbons, other minerals, water, brine or other substances from any Leasehold Interest or any units of which they are a part (General Cable) and 686177 (Prestolite Wire LLC) (collectively, the “Excluded UPC CodesRights”); provided that Sellers shall use commercially reasonable efforts to transfer . The Leasehold Interests, the uniform product codes included in Related Property, the Purchased Assets promptly following Records, and the Closing (taking into account any approvals or procedures that may be required by GC1)Rights are herein collectively called the “Assets.”

Purchase and Sale of Assets. Each applicable Asset A. Seller shall sell, assign, transfer, convey and deliver to the applicable Buyer, Buyer and such Buyer shall purchasepurchase and accept, acquire on the Closing Date, as defined in this Agreement all the assets and accept from such Asset Seller, free and clear of properties owned by Seller or in which Seller has any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title title, or interest, of every kind and interest indescription, to and under wherever located, used by Seller in connection with its real estate software business or products, including, without limitation, the following assets, properties and rights (but excluding collectively the Excluded "Software Assets) (collectively, the “Purchased Assets”"): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, All personal or mixed, property tangible or intangible (including goodwill)intangible, located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, toolsparts, vehiclesaccessories, office equipmentinventory and any other property, suppliesall as is more specifically described and set forth in Exhibit A, computers, telephones which is attached and other tangible personal property incorporated by reference (the “Tangible "Personal Property”) that is (a) located at Plant B or "). (b) set forth on Schedule 2.02(e); (f) all rights and obligations of PrestoliteAll accounts receivable, except for any Excluded Liabilitiesbank accounts, under the real property lease agreement relating to Plant B between Prestolite and Damozacash, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance paymentssecurities, claims, securitycontract rights, refundsequipment leases, warranties, and other rights of recoveryor agreements, rights of set-offwhether written or oral, rights of recoupmentthe right to use any and all names that are associated with the real estate software business engaged in by Seller, depositsall as is more specifically described and set forth in Exhibit A, charges, sums which is attached and fees incorporated by reference (including any such item relating to the payment of Taxes) of the Acquired Company;"Contracts and Accounts"). (jc) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry filesAll processes, research and development filesprojects, records designs, patents, copyrights, source codes, tradenames, logos, trademarks, servicemarks, licenses and data goodwill associated with the real estate software business, all as is more specifically described and set forth in Exhibit A, which is attached and incorporated by reference (including all correspondence with the "Intangible Software Assets"). 199 B. The Software Assets shall not include, and Buyer shall not acquire any Governmental Authority) interest in, the assets of Seller that are not specifically described herein and sales material specifically those assets and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating liabilities related to the Intellectual Property business enterprise operated under the fictitious business name "Seminars in Excellence" ("Excluded Assets and Liabilities"). C. Seller shall convey title to the Intellectual Property Agreements Software Assets to Buyer free and clear of all liens, security interests, and encumbrances of any kind or nature, other than those items specifically described and set forth in Exhibit B, which is attached and incorporated by reference (“Books and Records”the "Permitted Liens"); provided. D. Seller assumes all risk of loss or damage to the Software Assets prior to the Closing Date. In the event there is any material loss or damage to all or any portion of the Software Assets prior to the Closing Date, that, Buyer may either terminate this Agreement or negotiate with Seller for a proportionate reduction in the avoidance Purchase Price to reflect any loss or damage. For the purposes of doubtthis section, the Books and Records term "material loss or damage" shall exclude mean any corporate records of the Asset Sellers, including any stock ledgers, minute books loss or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything damage to the contrary contained in this Agreement, each Seller may retain copies Software Assets with an aggregate cost of any Books and Records, Contracts, Permits five hundred ($500.00) dollars or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)more.

Purchase and Sale of Assets. Each applicable (a) On the terms and subject to the conditions set forth herein, at the Closing, Pfizer agrees to cause each Asset Seller shall Selling Corporation to sell, assignconvey, transfer, convey assign and deliver transfer to the applicable Buyer, Purchaser and such Buyer shall the Purchaser agrees to purchase, acquire and accept from such each Asset SellerSelling Corporation, free and clear of any Encumbrances (all Liens, other than Permitted Encumbrances), all of such the respective Asset Seller’s Selling Corporation's right, title and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of in the assets, properties and rights of such Asset Selling Corporation identified on the books and records of, or dedicated for use in connection with, or primarily used by, the Business, of every kind and naturedescription, wherever located, whether tangible or intangible, real, personal or mixed, tangible or intangible as the same shall exist as of the Closing, but excluding the Excluded Assets (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection withcollectively, the Business"Conveyed Assets"). Without limiting the foregoing, substantially the Conveyed Assets shall include all of the assets, properties and rights reflected on the Financial Statements (except to the extent disposed of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and ordinary course of business since the Cross Dock; (bdate thereof but only to the extent permitted by Section 5.2 hereof) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, except as expressly provided otherwise herein, shall include, without limitation, those certain assets, properties and rights described in each casethe following clauses (i) through (xii): (i) the leasehold interests, related exclusively including any prepaid rent, security deposits and options to the Business renew or purchase in connection therewith, of Asset Selling Corporations in real property (the “Acquired Inventory”); (c"Leased Real Property") all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c2.2(a)(i) (and the “Assigned Contracts”); (d) all Intellectual Property real property which is set forth on Schedule 2.02(d3.14(a); (ii) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, toolssupplies, vehicles, office equipmentspare parts, suppliestools, computers, telephones personal property and other tangible personal property owned, used, leased or licensed by Asset Selling Corporations and identified on the books and records of, or dedicated for use in connection with, or primarily used by, the Business (the “Tangible Personal "Equipment"); (iii) the contracts, licenses, agreements and commitments identified on the books and records of, or dedicated for use in connection with, or primarily used by, the Business (excluding the contracts and agreements set forth in Schedule 1.1(b)) ("Assumed Contracts"); (iv) the Inventories of the Asset Selling Corporations; (v) all rights to the Intellectual Property owned, utilized or licensed by the Asset Selling Corporations relating principally to the Business; to the extent any of said Intellectual Property”, other than the Pfizer name and logo, is owned, utilized or licensed by Pfizer or any Affiliate and is used for the Business and is or could be used by one or more other businesses of Pfizer and its Affiliates, then such Intellectual Property will be retained by Pfizer or one of its Affiliates and at the Closing Pfizer and/or its applicable Affiliate will grant to Purchaser and its Affiliates a perpetual, worldwide, royalty-free, transferable license of such Intellectual Property for the continuation of use by the Business; (vi) Product Registrations (and applications therefor) owned, utilized or licensed by the Asset Selling Corporations relating to the products of the Business; (vii) transferable Governmental Authorizations owned, utilized or licensed (subject to the terms of such licenses) by the Asset Selling Corporations relating to the Business; (viii) all computer systems, computer hardware, databases and software programs, source codes and user manuals owned, used, leased by or licensed to the Asset Selling Corporations used principally in the operation of the Business; to the extent any of the foregoing is utilized in the Business and one or more other businesses of Pfizer and its Affiliates, such computer systems, computer hardware, databases and software programs will be made available to Purchaser and its Affiliates pursuant to the Transitional Services Agreement; (ix) all rights of the Asset Selling Corporations under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to the Business or affecting the Conveyed Assets; (x) all customer and vendor lists to the extent relating to the Business, and all files and documents (including credit information) to the extent relating to customers and vendors of the Business, and other business and financial records, files, books and documents (whether in hard copy or computer format) to the extent relating to the Conveyed Assets and/or the Business; (xi) the goodwill and going concern value of the Business and (xii) the accounts receivable of the Business. Notwithstanding the foregoing, but subject to the provisions of Section 5.8, an Asset Selling Corporation shall be required to transfer, assign or convey any of its interest in any leased property, Assumed Contract, Intellectual Property, Product Registration (or application therefor) or Governmental Authorization only to the extent that is (a) located at Plant B or such Asset Selling Corporation has the right to make such transfer and no action hereunder shall constitute an assignment thereof except to such extent. (b) set forth on Schedule 2.02(e); (f) Upon the terms and subject to the conditions of this Agreement, Purchaser agrees, effective at the Closing, to assume all rights Liabilities of Pfizer and obligations of Prestolite, except for any Excluded the Asset Selling Corporations to the extent relating principally to the Business and to cause the Conveyed Subsidiaries and their Subsidiaries to satisfy and discharge their respective Liabilities, under whether arising on, prior to or after the real property lease agreement relating to Plant B between Prestolite Closing Date, and Damozawhether accrued or fixed, dated known or unknown, absolute or contingent, matured or unmatured or determined or determinable as of August 1the Closing Date, 2014 other than the Excluded Liabilities (the "Assumed Liabilities"). Except for Liabilities expressly within the definition of Excluded Liabilities or as amended, restated, supplemented or modifiedotherwise provided in this Agreement, the “Plant B Lease”)Assumed Liabilities shall include, as well as any Permits that are (i) assignable under applicable Lawwithout limitation, (ii) held by Sellers solely and specifically in relation all lawsuits arising after the Closing to Plant B, and (iii) required for the extent resulting from the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) ownership of the Acquired Company; (j) all rights of any Asset Seller regarding warrantiesShares or the Conveyed Assets on, indemnities and all similar rights against any third party, solely prior to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date;, all Environmental Liabilities and all Liabilities arising from the manufacture, distribution or sale of any product of the Business on, prior to or after the Closing Date, including warranty obligations. (kc) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of Notwithstanding any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained provision in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits Agreement or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively writing to the Business; and (m) uniform product codes for contrary, the products Purchaser is not assuming the following Liabilities of the Business, and Pfizer shall be responsible for the satisfaction or discharge of such Liabilities, including such Liabilities of the Conveyed Subsidiaries and their Subsidiaries (the "Excluded Liabilities"): (i) the Excluded Environmental Liabilities; (ii) Liabilities resulting from all Product Claims and lawsuits pending as of the Closing Date, including, without limitation, the Product Claims and lawsuits listed on Schedule 2.2(c) hereto; (iii) Liabilities resulting from indebtedness for borrowed money; (iv) Liabilities for which Pfizer expressly has responsibility pursuant to the terms of this Agreement; (v) Liabilities associated with the Excluded Assets; (vi) intercompany Liabilities, other than amounts due and owing among the Conveyed Subsidiaries, their Subsidiaries and the Asset Selling Corporations in respect of the Business; (vii) Liabilities to Employees with respect to periods prior to the Closing, except for UPC code 079407 as provided herein; (General Cableviii) Liabilities under all Pfizer employee plans affecting Affected Employees including, without limitation, the Pfizer Savings and Investment Plan, except to the extent of the assets transferred pursuant to Section 5.5(b) and 686177 (Prestolite Wire LLCix) the Pfizer Retirement Annuity Plan. (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts d) Pfizer may take (or cause one or more of its Affiliates to take) such action as is necessary or advisable to transfer the uniform product codes included in the Purchased Assets promptly following effective as of the Closing Date the Excluded Assets from the Conveyed Subsidiaries (taking into account and the Subsidiaries of any approvals Conveyed Subsidiary) and Asset Selling Corporations to itself or procedures that one or more of its Affiliates for such consideration or for no consideration, as may be required determined by GC1Pfizer in its sole discretion. After the Closing Date, Purchaser shall take all actions (or shall cause its Affiliates to take all actions) reasonably requested by Pfizer to effect the provisions of this Section 2.2(d).

Purchase and Sale of Assets. Each applicable Asset On the terms and subject to the conditions set forth herein, at Closing, Seller shall will sell, assignconvey, transfer, convey assign and deliver to the applicable BuyerAcquisition Sub, and such Buyer shall purchase, acquire and accept Acquisition Sub will purchase from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title and interest in and to the following listed assets owned by Seller at the Closing Date that are used or useful in, related to and under or arise out of the following assets, properties and rights Business (but excluding the except for those assets that are defined in Section 2.2 as Excluded Assets) ), in each case free and clear of all liens, mortgages, pledges, encumbrances, security interests, charges or other interests of other persons of every kind whatsoever, except for Permitted Encumbrances (collectively, the “Purchased Transferred Assets”): (a) substantially all of the assetsleasehold or subleasehold estates and other rights to use or occupy any land, properties and rights of every kind and naturebuildings, whether realstructures, personal or mixedimprovements, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily tofixtures, or other interest in real property held by Seller, which are used or held for use primarily in connection withlisted on Schedule 2.1(a) (collectively, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill“Leased Real Property”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventorytangible personal property, whether owned or leased by Seller, including all machinery, equipment, inventories of raw materials and supplies, manufactured and purchased parts, goods in process and finished goods, raw materialsfurniture, work in progressautomobiles, packagingtrucks, suppliestractors, parts trailers and other inventories tools, including all such personal property listed on Schedule 2.1(b) (“Inventory”), located at, or in transit tocollectively, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired InventoryPersonal Property”); (c) all ContractsIntellectual Property, including the following (collectively, the “Transferred Intellectual Property Agreements Property”): (if anyi) all source code, object code, design documentation and procedures for product generation and testing of all computer software and firmware, including that listed on Schedule 2.1(c)(i) and including the software rules and algorithms, flowcharts, trade secrets, know-how, inventions, patents, copyrights, designs, technical processes, works of authorship, Technical Documentation, included in or relating to the same (collectively, the “Software”); (ii) all patents and patent applications, including those listed on Schedule 2.1(c)(ii), set forth together with any division, continuation, continuation-in-part, continuing prosecution application, continued examination application, reinstatement, reexamination, revival, reissue, extension or substitution of any thereof, and corresponding foreign applications, patents and rights thereto, including, in all cases, the right to xxx for past infringement thereof and to collect any past or future royalties or other payments in connection therewith (collectively, the “Patents”); (iii) all trademarks, service marks, trade names, all corporate names, trade dress, product names, slogans and logos, including those listed on Schedule 2.02(c) 2.1(c)(iii), and corresponding foreign applications, marks and rights thereto, including, in all cases, the right to xxx for past infringement thereof and to collect any past or future royalties or other payments in connection therewith (collectively, the “Assigned ContractsTrademarks”); (iv) all copyrightable works, all copyrights, and all applications, registrations, and renewals in connection therewith, including those listed on Schedule 2.1(c)(iv), and foreign applications, in all cases, the right to xxx for past infringement thereof and to collect any past or future royalties or other payments in connection therewith (collectively, the “Copyrights”); (v) all product development projects, including those listed on Schedule 2.1(d); (vi) all Internet, intranet and World Wide Web content, sites, domain names and pages, and all HTML and other code related thereto, including those listed on Schedule 2.1(c)(vi); and (vii) all schematics, engineering drawings, specifications, and process work instructions in whatever form or medium; (d) all products related to or incorporating any Intellectual Property set forth Property, including those listed on Schedule 2.02(d2.1(d) and including all proposed or unimplemented developments or improvements thereof, and the trade secrets, know-how, inventions, patents, copyrights, mask works, designs, technical processes, works of authorship and technical data included in or relating to the same (the “Intellectual Property AssetsProducts”); (e) all furnitureonly the following contracts and instruments, fixturesand no others (collectively, equipmentthe “Assumed Contracts”): (i) those contracts, machineryagreements, tools, vehicles, office equipment, supplies, computers, telephones licenses (whether granted to or by a third party) and other tangible personal property commitments and arrangements, oral or written, with any Person respecting the ownership, license, acquisition, design, development, distribution, marketing, use, maintenance, support or enhancement of Intellectual Property, related technical or user documentation or databases (including royalty, work-for-hire, consulting, employment, dealership and franchise agreements), which are listed on Schedule 2.1(e)(i) (the “Tangible Personal PropertyAssumed License Agreements”); (ii) that is (a) located at Plant B those other agreements, contracts, subcontracts, leases and subleases of personal property, arrangements, commitments, licenses and sublicenses, with customers, suppliers, resellers, distributors, current, former or (b) set forth prospective employees, employee groups, or other third parties, which are listed on Schedule 2.02(e2.1(e)(ii);; and (iii) all leases involving the Leased Real Property. (f) all rights customer lists and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement documentation (in all media) relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct customers of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)Business; (g) all rights Books and obligations of GCIRecords, except for any Excluded Liabilitiesand all proprietary and non-proprietary business information, under the real property lease agreement relating to office space in Tiftonincluding marketing and sales materials and publications, Georgia between GCI product literature, reports, plans, records, pricing, cost and Xxxx Xxxxxxxx other manuals, advertising materials, catalogues, sales, service and Xxxx Xxxxxxxxmaintenance records, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)and training materials; (h) to the extent transferabletheir transfer is permitted by Law, all rights Governmental Authorizations which are required for the conduct of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilitiesand all applications therefore, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwisethose that are listed on Schedule 2.1(h); (i) all prepaid expensesClaims that Seller may have against any Person relating to or arising out of any Transferred Asset or any Hired Employee, creditsincluding rights to recover damages, advance paymentssettlements, claims, security, rights to refunds, Claims for compensation or benefits, insurance Claims, Claims of infringement or past infringement of any Intellectual Property rights of recoveryand royalty or similar rights related to any Transferred Intellectual Property, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Companythose that are listed on Schedule 2.1(i); (j) all rights inventories of any Asset Seller regarding warranties(i) Products; (ii) computer program code (in all media) and materials; (iii) program documentation, indemnities including user materials; and all similar rights against any third party(iv) raw materials and supplies, solely to manufactured and purchased parts, goods in process, and finished goods, including the extent related to any Purchased Assets or Assumed Liabilities, arising inventory listed on or after Schedule 2.1(j) (the Closing Date“Inventory”); (k) to the extent transferable without violating applicable Lawany other assets, originals (or copiesif any, to the extent originals that are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”listed on Schedule 2.1(k); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets;and (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (Business associated with the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)foregoing enumerated Transferred Assets.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions hereinafter set forth, Seller shall sell, assign, transfer, convey and deliver to the applicable BuyerPurchaser, and such Buyer Purchaser shall purchase, acquire and accept purchase from such Asset SellerSeller for the Purchase Price (as calculated pursuant to Section 2.3), free and clear of all liens, encumbrances, security interests, purchase rights, pledges, charges, mortgages, claims or any Encumbrances (other than Permitted Encumbrances)limitations or restrictions whatsoever, all of such Asset Seller’s 's right, title and interest inin and to the properties and assets of Seller of every kind, to nature and under description, tangible and intangible, wherever situated, other than those specifically excluded in Section 2.2 of this Agreement, including, without limiting the generality of the foregoing, the following assets, properties and rights (but excluding the Excluded Assets) (hereinafter referred to collectively, together with the “Purchased Real Property Lease, as the "Assets”"): (a) substantially 2.1.1. all of the assets, properties Seller's machinery and rights equipment and other fixed assets of every kind and naturekind, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businesswherever located, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance filesowned or used by Seller and located at the Real Property and including, customer listswithout limitation, personnel filesmanufacturing machines and equipment, customer purchasing historiesassembly machines and equipment, price listswarehouse equipment, distribution listsshipping equipment, supplier listsspare parts, production datasupplies, tools, fixtures and dies, office equipment, office furniture and furnishings and supplies, and specifically including, but not limited to, those items of machinery and equipment and other fixed assets described on Schedule 2.1.1 ("Equipment"); and 2.1.2. all Tax Returns of Seller's inventories of supplies, merchandise, materials and products, including raw materials, work in the possession process, finished and semifinished products, and all other merchandise on hand at Seller's premises or at other locations and all rights of Seller to unfilled orders for any of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating foregoing to the Acquired Company filed since January 1, 2005 extent that Seller has not received delivery thereof (and related work papers and work product"Inventory"), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data ; and 2.1.3. all intellectual property rights of Seller (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the extent transferred to Purchaser pursuant to the Intellectual Property Assets Assignment Agreement) and of DCC (to the extent licensed to Purchaser pursuant to the Patent Cross-License Agreement), including but not limited to the patents and patent applications, know-how, trade secrets, unpatented inventions, invention disclosures, copyrights (and copyright registrations and applications), registered and unregistered trade names, marks, logos and designs and associated goodwill, plans, drawings, sketches and designs, process sheets, manufacturing data and procedures, processes, specifications, formulations, recipes, tooling designs, repair histories, bills of material, parts lists, documentation and other technology and intangible property, wherever located (collectively referred to hereinafter as the "Intellectual Property Rights"), all of which shall be assigned or licensed to Purchaser pursuant to the Intellectual Property Agreements (“Books Assignment Agreement and Records”)the Patent Cross-License Agreement; provided, thathowever, that Intellectual Property Rights shall not include (i) materials and documents associated with nonscientific training and methods (such as DCC training manuals, computer software (as specified in Section 2.2.4) and economic evaluation models), not required for the avoidance of doubt, the Books and Records shall exclude any corporate records continuation of the Asset SellersBusiness, that are identified as proprietary to DCC via joint inspection by DCC and Purchaser, or (ii) DCC's preformed structural silicone adhesives adhesive and release liner technology as more fully described and defined in the Intellectual Property Assignment Agreement; and 2.1.4. all of Seller's books, records and computer software (excluding computer software owned by DCC) of every kind pertaining to inventories, equipment, intangible property, agreements, customers, credit information, sales prospects and suppliers (including any stock ledgersall customer, minute books or other similar documents (the “Asset sales prospect and supplier lists, and all invoices for materials and services acquired by Seller Corporate Books”from January 1, 1993 through to Closing); providedand 2.1.5. all of Seller's advertising and promotional literature and material, furtherincluding, that notwithstanding anything to the contrary contained without limitation, catalogs, brochures, pamphlets, artwork and printing plates used in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to connection with the Business; and 2.1.6. all unfilled customer orders accepted by Seller in the ordinary course, at prices and quantities comparable to those applicable to such customers during the twelve (m12) uniform product codes for month period preceding the signing of this Agreement, where the products of the Business, except Business have not been delivered nor paid for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”which orders are set forth on Schedule 2.1.6); provided, however, that the terms of the sale, credit and warranty of such orders are acceptable to Purchaser. If such terms of sale, credit and warranty are not acceptable to Purchaser, Purchaser shall accept such order only upon the arrangement by Purchaser, Seller and such customer of sale, credit and warranty terms that are acceptable to Purchaser. Without limiting the generality of the foregoing, it is the expectation of the parties that Purchaser will accept all such orders on the terms and conditions identified as "Seller's Standard Terms and Conditions of Sale" on Schedule 4.16.3, provided that Sellers Seller shall use commercially reasonable efforts remain liable for and shall indemnify and reimburse Purchaser for any loss or expense suffered by Purchaser to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account extent that any approvals or procedures that may be required by GC1)such order is more burdensome than Seller's Standard Terms and Conditions of Sale.

Purchase and Sale of Assets. Each applicable Asset Seller shall sellAt the Closing (as hereinafter defined), assign, transfer, convey upon and deliver subject to the applicable Buyerterms and subject to the conditions of this Agreement and subject to adjustment as provided herein, and such Buyer Purchaser shall purchase, acquire and accept from such Asset Seller, free and clear of any Encumbrances Seller shall sell, transfer, convey, assign and deliver (other than Permitted Encumbrances)or shall cause such actions) to Purchaser, all of such Asset Seller’s right, title and interest inin and to, free and clear of all liabilities, obligations, liens, claims, charges, security interests and encumbrances of any character (other than liabilities, obligations, liens, claims, charges, security interests and encumbrances permitted hereunder or listed on Exhibit 1.01), to and under the following assets, properties and rights (but excluding the Excluded Assets) assets (collectively, the “Purchased Assets”): (a) substantially Other than the Excluded Real Property, if any, all of owned or leased real property interest and improvements thereon and all appurtenances thereto relating to and associated with the assets, properties Branches and rights of every kind legally described in Exhibit 1.01(a) hereto and nature, whether real, personal or mixed, tangible or intangible incorporated herein by reference (including goodwillthe “Real Estate Interests”), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) All personal property located at the Branches as of the Closing Date, including without limitation, all inventoryfurniture, finished goodsoffice equipment, raw materialsvault, work in progressmachinery, packagingfixtures, suppliessignage poles, parts leasehold improvements (if any), security devices and systems and other inventories similar items (“Inventory”), located at, but excluding any personal property upon which the name or in transit to, the Altoona Facility, Plant B logo or the Cross Dock and, in each case, related exclusively to the Business other intellectual property of Seller or any of its Affiliates or predecessors is affixed and excluding all computer equipment) (the “Acquired InventoryPersonal Property”); (c) all ContractsAll inventories and supplies on hand at the Branches as of the Closing Date, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (except for supplies upon which the “Assigned Contracts”)name or logo or other intellectual property of the Seller or any of its Affiliates or predecessors is affixed; (d) all Intellectual Property set forth on Schedule 2.02(dAll of the loans owned by Seller as of the Closing Date that are attributable to the Branches, including overdraft protection loans or lines of credit relating to Deposits (as defined below) (the “Intellectual Property AssetsOverdraft Protection Loans”), together with any and all related promissory notes, liens, mortgages, deeds of trust, instruments, documentation, collateral, security, guarantees, documents, security and pledge agreements, insurance policies, financing statements, participation agreements, intercreditor agreements and other rights and interests, including servicing rights, related to or pledged with respect to such loans (including the Overdraft Protection Loans, the “Loans”), including all balances relating to the Loans for which an escrow or other similar account is maintained under the terms of such Loans; provided, however, that such Loans shall exclude all Excluded Loans. An Excluded Loan means any loan (i) that is guaranteed by the Small Business Administration; (ii) that is 30 days delinquent as to principal or interest as of the Closing Date (as hereinafter defined); (iii) that has been 30 days delinquent twice in the 12 months prior to the Closing Date; (iv) that is in a non-accrual status (which term shall include loans for which the collateral securing such loan has been repossessed or as to which collection efforts have been instituted or claim and delivery of foreclosure proceedings have been filed or are in the process of being filed) as of the Closing Date; (v) whose obligor as of the Closing Date has filed a petition for relief under the United States Bankruptcy Code or otherwise has indicated a refusal to pay the loan as it becomes due; (vi) that has an internal credit risk rating or classification of Watch or Substandard or below as of the Closing Date; (vii) that is secured by a first lien on real property, other than home equity lines of credit; (viii) that is a student loan; (ix) whose obligor lives outside of any of the zip codes identified on Exhibit 1.01(d)(ix) hereto (the “Identified Texas Zip Code Area” ); (x) that is the subject of any pending litigation, mediation or arbitration as of the Closing Date or (xi) whose obligor has a primary banking relationship with a branch of Seller other than one of the Branches (each obligor with such a banking relationship is set forth on Exhibit 1.01(d)(xi) hereto); (e) all furnitureAll cash on hand at the Branches as of the close of business on the Closing Date including vault cash, fixturespxxxx cash, equipmentATM cash, machineryif any, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property tellers’ cash (the “Tangible Personal PropertyVault Cash”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights All assets and obligations property of Prestoliteany kind, except character and description, tangible or intangible, located at the Branches and owned, used or held by Seller for any Excluded Liabilities, under use in connection with the real property lease agreement relating to Plant B between Prestolite and Damoza, dated safe deposit business at the Branches as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct close of the Business as currently conducted at such location, in each case as set forth business on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (kg) The contracts, leases and other agreements of Seller attributable to the extent transferable without violating applicable Law, originals Branches set forth on Exhibit 1.01(g) hereto (or copies, the “Assumed Contracts”); and (h) All records and documents related to the extent originals are not availableAssets transferred or Liabilities assumed (as hereinafter defined) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, by Purchaser including, but not limited to, books of accountall papers, ledgers and generaldata, financial and accounting records, machinery microfiche, microfilm and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and computer records (including pricing historybut not limited to, total salesmagnetic tape, terms disc storage, card forms and conditions of sale, sales and pricing policies and practicesprinted copy), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files maintained by the Seller relating directly to the Intellectual Property Assets and Liabilities. The Assets shall not include any assets, tangible or intangible, of Seller not specifically described herein or in the Intellectual Property Agreements (“Books exhibits hereto. Without limiting the foregoing, Purchaser agrees and Records”); provided, that, for acknowledges that the avoidance of doubt, the Books Assets do not include loss reserves on any Loan and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything no loan loss reserves are being transferred pursuant to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Seller shall The Sellers hereby agree to sell, transfer, assign, transfer, convey and deliver to Medquist and/or, as applicable, one or more Medquist Designees, at the applicable BuyerClosing, and such Buyer shall Medquist hereby agrees to purchase, acquire and accept assume, or cause one or more Medquist Designees to purchase, acquire and assume, from such Asset Sellerthe Sellers at the Closing, upon the terms and subject to the conditions of this Agreement, all right, title and interest of the Sellers of any nature whatsoever in the following Purchased Assets, free and clear of any and all Encumbrances of any and every kind, nature and description (other than Permitted Encumbrances), all of such Asset Seller’s right, title Encumbrances and interest in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”Assumed Liabilities): (a) substantially the Assumed Contracts and all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dockthereunder; (b) the Assumed Leases and all inventoryrights thereunder, finished goodsincluding all options to renew, raw materialspurchase, work in progressexpand or lease (including rights of first refusal, packaging, supplies, parts first negotiation and other inventories (“Inventory”first offer), located at, or in transit to, and all credit for the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business prepaid rent associated therewith (the “Acquired Inventory”excluding Lease Security Deposits); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (Accounts Receivable of the “Assigned Contracts”)Sellers; (d) all Intellectual Property set forth on Schedule 2.02(d) (Equipment used or held for use in the “Intellectual Property Assets”)business of the Spheris Entities; (e) all furniturereal, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones personal and other tangible personal intangible property Taxes (the “Tangible Personal PropertyProperty Taxes”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e)prepaid and not attributable to Pre-Closing Tax Periods; (f) all rights advertising, marketing and obligations of Prestolite, except for any Excluded Liabilities, under promotional materials and all other printed or written materials used in connection with the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct business of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)Spheris Entities; (g) all rights Books and obligations Records (provided that the Sellers may, in their discretion, retain one copy of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI Books and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”Records); (h) all Permits transferable under applicable Law; (i) all Intellectual Property Rights owned by the Sellers or which the Sellers have the right to transfer or assign (together with the Intellectual Property Rights of Spheris India acquired under Section 2.3, the “Purchased Intellectual Property ”); (j) all goodwill associated with the business of the Spheris Entities; (k) any and all insurance proceeds, condemnation awards or other compensation in respect of loss or damage to any Purchased Asset subject to Section 5.1(m) to the extent transferableoccurring after the date hereof but prior to the Closing, and all right and claim of the Sellers to any such insurance proceeds, condemnation awards or other compensation not paid by the Closing; (l) all other assets, inventory, properties, and rights used or held for use by the Sellers in connection with the business of the Spheris Entities; (m) any Lease Security Deposit that has not been returned to Sellers as contemplated by Section 5.13(a) (each, a “Purchased Lease Security Deposit”); and (n) other than as set forth in Section 2.2(a), all rights, claims, actions, refunds, causes of action, choses in action, actions, suits or proceedings, rights of recovery, rights of setoff, rights of recoupment, rights of indemnity or contribution and other similar rights (known and unknown, matured and unmatured, accrued or contingent, regardless of whether such rights are currently exercisable) against any Asset Seller to any Actions against third parties available to Person, including all warranties, representations, guarantees, indemnities and other contractual claims (express, implied or being pursued by such Asset Seller solely otherwise) to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Seller Subject to the terms and conditions set forth herein, at the Closing, and upon the terms and subject to the conditions set forth in this Agreement, Sellers shall, or shall cause their Affiliates to, sell, assign, transfer, convey and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset SellerSellers or Sellers’ Affiliates, free and clear of any Encumbrances (other than Permitted Encumbrances), the Business and all of such Asset Seller’s right, title and interest of Sellers or Affiliates of Sellers in, to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located in Plant Band whether now existing or hereafter acquired, andbut specifically excluding the Excluded Assets, to the extent they relate primarily to, or which are used or held for use primarily by Sellers or their Affiliates in connection with, the BusinessBusiness (collectively, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill“Purchased Assets”), located in Plant Aincluding, the Altoona Facility and the Cross Dockfollowing: (a) xxxxx cash; (b) all accounts or notes receivable held by Sellers, and any security, claim, remedy or other right related to any of such accounts or notes receivable (“Accounts Receivable”); (c) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (cd) all Contracts, including Intellectual Property Agreements (if any), Contracts set forth on Schedule 2.02(cSection 2.01(d) of the Disclosure Schedules, including Franchise Agreements, Leases and Intellectual Property Licenses (the “Assigned Contracts”); (de) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (ef) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (fg) all rights Owned Real Property, if any, and obligations of PrestoliteLeased Real Property; (h) all Permits, except for any Excluded Liabilitiesincluding liquor licenses and Environmental Permits, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that which are (i) assignable under applicable Law, (ii) held by any Seller or any Affiliate of Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such locationor for the ownership or use of the Purchased Assets, in each case as set forth including, those listed on Schedule 2.02(f); Section 4.15(b) and Section 4.16(b) of the Disclosure Schedules (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia LeaseAssigned Permits”); (hi) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely Sellers to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (ij) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to associated with the payment of TaxesAssigned Contracts or Assigned Permits, prorated in all cases as provided in Section 2.05(d) of the Acquired Companythis Agreement; (jk) all of Sellers’ rights of any Asset Seller regarding under warranties, indemnities and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (kl) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) authentic copies of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015records, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements Licenses (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for all goodwill and the products going concern value of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Seller shall sellOn the Closing Date, assignbut effective as of 7:00 a.m. Central Time, transferMarch 1, convey and deliver 2006 (the “Effective Time”), subject to the applicable Buyerterms and conditions of this Agreement, Noble agrees to sell and convey to Purchaser, and such Buyer shall purchase, acquire Purchaser agrees to purchase and accept from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances)pay for, all of such Asset SellerNoble’s right, title and interest in, in and to and under the following assets, properties and rights (but excluding the Excluded Assets) related assets (collectively, the “Purchased Assets”): (a) substantially The oil, gas and mineral leasehold estates described in Exhibit “A”, together with all of the assetsNoble’s rights in respect of any pooled, properties and rights communitized or unitized acreage of every kind and nature, whether real, personal or mixed, tangible or intangible which any such interest is a part (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection withcollectively, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill“Leasehold Interests”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”); (d) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCI, except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes) of the Acquired Company; (j) all rights of any Asset Seller regarding warranties, indemnities and all similar rights against any third party, solely to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Date; (k) to the extent transferable without violating applicable Law, originals (or copies, to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businesswxxxx, including, but not limited to, books the wxxxx described in Exhibit “A-1” (the “Wxxxx”), equipment, pipelines, flowlines and facilities (including the platforms described on Exhibit “A-4” (the “Platforms”)), that are located on and used directly in connection with the production or treatment of accountoil and gas from the Leasehold Interests or that are located off the Leasehold Interests but used directly in connection with the production or treatment of oil and gas from the Leasehold Interests, ledgers (ii) all Hydrocarbon volumes attributable to the Leasehold Interests and generalproduced on or after the Effective Time, financial (iii) to the extent same are assignable or transferable by Noble without restriction under Applicable Law or third-party agreements (without the payment of any funds or other consideration), all orders, contracts, agreements and accounting other instruments (other than instruments subject or relating to attorney/client privilege, and production sales agreements with any Affiliates or divisions of Noble, which will be terminated effective as of the Closing Date), which are described in Exhibit “A-2” (collectively, the “Orders and Contracts”), (iv) to the extent same are assignable or transferable by Noble under Applicable Law or third-party agreements (without the payment of any funds or other consideration), all rights-of-way, easements, authorizations, permits and similar rights and interests that are used directly in connection with the operation of the Assets which are described in Exhibit “A-3”, and (v) all other rights, privileges, benefits, powers and obligations conferred or imposed upon the owner and holder of the Leasehold Interests; and (c) To the extent same are attributable or allocable to the Leasehold Interests and not subject or relating to attorney/client privilege or a third party restriction on disclosure and such restriction is not removed or otherwise satisfied, originals, to the extent available, or, if originals are not available to Noble, copies of the following records: (i) lease and land records, machinery and equipment maintenance files(ii) development geological records, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists(iii) operations, production and engineering records, (iv) facility and well records, and (v) to the extent requested by Purchaser and to the extent Noble is reasonably capable of providing same, certain data base information, in each case excluding any exploration geological records, any geophysical data, all Tax Returns in the possession of the Acquired Company (any interpretive or forecast data, and related work papers and work product) and all IRS Forms 5471 relating any such records or data that are not assignable pursuant to the Acquired Company filed since January 1terms of Applicable Law or third party agreements (without the payment of any funds or other consideration) (collectively, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, The Parties acknowledge that the Parties intend that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything pursuant to the contrary contained in this Agreement, each Seller may retain copies of any Books Noble shall convey and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively to the Business; and (m) uniform product codes for the products of the BusinessPurchaser shall purchase, except for UPC code 079407 (General Cable) the Excluded Assets, any and 686177 (Prestolite Wire LLC) all of Noble’s right, title, and interest in the leases described on Exhibit “A”, including all of Noble’s right, title and interest in and to all depths associated with the leases described on Exhibit “A”. SAVE AND EXCEPT, and the Assets shall not include, the assets and properties described in Exhibit “B” and any other assets and properties excluded pursuant to the terms hereof (the “Excluded UPC CodesAssets”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1).

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions of this Agreement, at the Closing (as hereinafter defined), Seller shall sell, assign, transfer, convey convey, assign and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept from such Asset Seller, free and clear of any all Encumbrances (other than Permitted EncumbrancesLiens (as defined below), including but not limited to, all of such Asset Seller’s right, title and interest in, in and to and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, assets and properties and rights of every kind kind, nature, character and naturedescription, whether real, personal or mixed, mixed and whether tangible or intangible (including goodwill)and wherever located, located in Plant Bowned or leased, and, to the extent they relate primarily to, or are used or held for use primarily in connection withuse, by Seller (“the Business, substantially all “Purchased Assets”) as of the assets, properties and rights date of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business Closing (the “Acquired InventoryClosing Date”); (c) all Contracts, including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) for the closing (the “Assigned ContractsClosing”) of the Transactions (as defined below);, including, without limitation, the following with respect to Seller: (da) all Intellectual Property set forth on Schedule 2.02(d) (the “Intellectual Property Assets”); (e) tangible personal property including all furniture, fixtures, equipment, machineryinstruments, computer hardware, and replacement items therefore; (b) advertising and marketing materials; (c) all inventory works in process, backlog (including contracted, uncontracted and/or unfinished projects and potential business opportunities), supplies, parts, tools, vehicles, office equipment, supplies, computersconsumables and spare and replacement items therefor; (d) all (i) trade, telephones note and other tangible personal property accounts receivable owing to Seller arising out of the sale or other disposition of goods or services of the Business (the “Tangible Personal PropertyAccounts Receivable”) that is and (aii) located at Plant B or other current assets of Seller; (be) set forth on Schedule 2.02(eall Owned Intellectual Property (as defined in Section 3.16) and Seller’s right, title and interest in and to all Licensed Intellectual Property (as defined elsewhere in this Agreement); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 documents (as amended, restated, supplemented whether stored in hard-copy form or modified, the “Plant B Lease”electronically), as well as any Permits that are (i) assignable under applicable Lawrecords, (ii) held by Sellers solely data or data bases, engineering data, designs, operating manuals, files and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)computer software; (g) all rights internet domain names and obligations of GCI, except for any Excluded Liabilities, under email addresses linked with such domain names associated with the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)Business; (h) to the extent transferableall mobile phone except Owner’s mobile phone (800-000-0000), all rights of any Asset Seller to any Actions against third parties available to internet based or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ land line-based telephone lines and vendors’ warranties, whether arising by way of counterclaim or otherwisenumbers and facsimile numbers; (i) all prepaid expensesrights, creditsbenefits, advance paymentsand interests under any of the Contracts listed on Schedule 1.1(i) (the “Assumed Contracts”), claims, security, refunds, rights which includes all customer or client Contracts entered into in the ordinary course of recovery, rights of set-off, rights of recoupment, deposits, charges, sums Seller’s business for goods and fees services required to conduct the Business consistent with historical practice (including any such item relating agreements providing recurring revenue to the payment of Taxes) of the Acquired CompanySeller); (j) all rights of any Asset business licenses, permits, and approvals necessary to operate the Business held by Seller regarding warranties, indemnities and all similar rights against any third party, solely Parties (but only to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing Datetransferable under applicable Law and by their terms); (k) all rights to the extent transferable without violating applicable Lawall leasehold improvements; (l) all deposits, originals prepaid insurance, prepaid expenses, and refunds; (m) all warranties and guaranties made by or copies, received from any third party with respect to the extent originals are not available) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (ln) all goodwill related exclusively Seller’s rights, if any, to the Businessenforce and sue for any past, present or future violation of any confidentiality, non-compete, secrecy, invention or similar covenants in favor of Seller; and (mo) uniform product codes for the products all goodwill and going concern value of Seller (including personal goodwill, if any, of the BusinessOwners). Notwithstanding anything to the contrary in this Section 1.1, except for UPC code 079407 Seller shall not sell, transfer, convey, assign or deliver to Buyer and Buyer shall not purchase, acquire or accept from Seller, (General Cablet) Excluded Records, (u) any claims of any Seller Parties arising under this Agreement or any of the agreements contemplated hereby, (v) any insurance policies of Seller and 686177 any claims thereunder, (Prestolite Wire LLCw) any tax refunds, or (x) any (1) payments received in connection with the Coronavirus Aid, Relief, and Economic Security Act (H.R. 748) (the “Excluded UPC CodesCARES Act”) or similar funds from federal, state and local Governmental Bodies (as defined in Section 3.3); provided , including any amounts that Sellers shall use commercially reasonable efforts have not been repaid or forgiven under the SBA Paycheck Protection Program and any amounts that have not been repaid from any participation in the CMS Accelerated and Advance Payment Program or (2) deferral of payment of Seller’s share of the Social Security employment tax (clauses (1) and (2) collectively, “Coronavirus Relief Programs” and each, a “Coronavirus Relief Program”) (y) subject to transfer the uniform product codes provisions of Section 2.1(c) with respect to current assets included in the Purchased Assets promptly following calculation of Working Capital, cash or cash equivalents and related bank and deposit accounts (except pursuant to Section 1.1(l)) or (z) any real estate owned by any Seller Party or any other assets set forth on Schedule 1.1 ((t) through (z) collectively, the Closing (taking into account any approvals or procedures that may be required by GC1“Excluded Assets”).

Purchase and Sale of Assets. Each applicable Asset Pursuant to sections 105, 363, and 365 of the Bankruptcy Code and subject to the terms and conditions set forth herein and the Sale Order, at the Closing, Seller shall sell, assign, transfer, convey convey, and deliver to the applicable Buyer, and such Buyer shall purchase, acquire and accept purchase from such Asset Seller, free and clear of any all Encumbrances (other than Permitted Encumbrances), all of such Asset Seller’s right, title title, and interest in, to to, and under the following assets, properties and rights (but excluding the Excluded Assets) (collectively, the “Purchased Assets”): (a) substantially all of the assets, properties properties, and rights of every kind and nature, whether real, personal personal, or mixed, tangible or intangible (including goodwill), located in Plant Bwherever located, and, and whether now existing or hereafter acquired (other than the Excluded Assets and the Designation Rights Assets subject to the extent they relate primarily to, or are used or held for use primarily in connection withSection 2.5(e)) (collectively, the Business“Purchased Assets”), substantially including, without limitation, the following: (a) all accounts or notes receivable (whether current or non-current) held by Seller, including receivables from credit card processors and allowances due from landlords under Assigned Leases, and any security, Claim, remedy or other right related to any of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible foregoing (including goodwill“Accounts Receivable”), located in Plant A, the Altoona Facility and the Cross Dock; (b) all inventory, merchandise, finished goods, raw materials, work works in progress, packaging, supplies, parts and other inventories (“Inventory”including, without limitation the items listed on Schedule 2.1(b)), located at, whether in the physical possession of Seller or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business another party (the “Acquired Inventory”); (c) all Contracts, including Intellectual Property Agreements (if any)Agreements, set forth on Schedule 2.02(c2.1(c) (the “Assigned Contracts”), which shall include the Assigned Leases; (d) all Intellectual Property set forth Assets, (including, without limitation the assets listed on Schedule 2.02(d) (the “Intellectual Property Assets”2.1(d)); (e) all Permits set forth on Schedule 2.1(e) (in each case to the extent transferable under applicable law and without the consent of any Governmental Authority); (f) all furniture, fixtures (excluding real property fixtures), equipment, uniforms, machinery, motor vehicles, tools, point of sale systems, vehicles, office equipment, supplies, computers, telephones tablets, hardware, information technology infrastructure, telephones, assets leased to third parties pursuant to any Assigned Contracts, and other tangible personal property of any kind (including, without limitation the items listed on Schedule 2.1(f)) (the “Tangible Personal Property”) that is (a) located at Plant B or (b) set forth on Schedule 2.02(e); (f) all rights and obligations of Prestolite, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f); (g) all rights and obligations of GCIexcept as set forth in Section 2.2(g), except for any Excluded Liabilities, under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented Section 2.2(i) or modified, the “Georgia Lease”Section 2.2(k); (h) to the extent transferable, all rights of any Asset Seller to any Actions against third parties of any nature available to or being pursued by such Asset Seller solely to the extent related to the Business, the Purchased Assets Assets, or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwise; (h) [reserved] (i) except as set forth in Section 2.2(g), Section 2.2(i) or on Schedule 2.2(k), all prepaid expenses, credits, advance payments, claims, securityClaims, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, and related sums and fees (fees, including any such item relating to the payment all Claims, rights, lawsuits, rights of Taxes) recovery, objections, causes of action, avoidance actions and similar rights of Seller arising under or pursuable through Chapter 5 of the Acquired CompanyBankruptcy Code (whether or not asserted as of the Closing Date) and all proceeds thereof; (j) all of Seller’s rights of any Asset Seller regarding under warranties, indemnities indemnities, and all similar rights against any third party, solely parties to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after the Closing DateAssets; (k) except as set forth in Section 2.2, all security deposits, and other deposits; (l) to the extent transferable transferable, all rights of Seller (i) under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with current or former employees and agents of Seller or with third parties, including, without violating applicable Lawlimitation, originals non-disclosure or confidentiality, non-compete, or non-solicitation agreements entered into in connection with the sale of the Seller’s assets and all rights of Seller, whether under a Contract or otherwise, concerning obligations not to disclose Business Confidential Information and all obligations not to compete with the Business that any current or former employee owes to Seller and (ii) to telephone and facsimile numbers and email addresses and to receive regular mail related to the Purchased Assets; (m) originals, or where not available, copies, to the extent originals are not available) of any all books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Businessrecords, including, but not limited to, books of account, ledgers account and general, financial and accounting recordsledgers, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns in the possession of the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work product), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and ), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015strategic plans, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements Agreements, except books and records related to entity governance (e.g., limited liability company books and records, minute books and capitalization records), and books and records that constitute Privileged Communications (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (ln) to the extent transferable, all rights to Licensed Intellectual Property obtained by Seller pursuant to Intellectual Property Agreements that are Assigned Contracts; (o) all goodwill related exclusively to and the going concern value of the Business; and (mp) uniform product codes except for the products Excluded Assets expressly set forth in Section 2.2 and the Designation Rights Assets, all other assets of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals or procedures that may be required by GC1)Seller.

Purchase and Sale of Assets. Each applicable Asset Subject to the terms and conditions herein set forth, and in reliance upon the representations and warranties set forth herein, Seller shall agrees to sell, convey, assign, transfer, convey transfer and deliver to the applicable BuyerPurchaser, and such Buyer shall Purchaser agrees to purchase, acquire assume, accept and accept from such Asset Seller, free and clear of any Encumbrances (other than Permitted Encumbrances)acquire, all of such Asset Seller’s 's right, title and interest in, in and to and under the following assets, properties and rights assets of Seller relating to the Seller's ASC Business consisting of all the assets (but excluding other than the Excluded AssetsAssets specified in Section 1.2 hereof) as set forth on SCHEDULE 1.1, of every kind, character and description, whether tangible, real, personal, or mixed, and wheresoever located, whether carried on the books of Seller or not carried on the books of Seller due to having been expended, fully depreciated, or otherwise (collectively, the “Purchased "Assets”):"), and including without limitation the following (except to the extent that any of the following are specifically enumerated as Excluded Assets in Section 1.2 hereof) to the extent permitted by applicable law: (a) substantially all of the assetsmachinery, properties equipment, tools, furniture, furnishings, goods, and rights of every kind and nature, whether real, other tangible personal or mixed, tangible or intangible (including goodwill), located in Plant B, and, to the extent they relate primarily to, or are used or held for use primarily in connection with, the Business, substantially all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), located in Plant A, the Altoona Facility and the Cross Dockproperty; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”), located at, or in transit to, the Altoona Facility, Plant B or the Cross Dock and, in each case, related exclusively to the Business (the “Acquired Inventory”); (c) all Contractsleases of instruments, equipment, furniture, machinery and other items of tangible personal property (including Intellectual Property Agreements (if any), set forth on Schedule 2.02(c) (the “Assigned Contracts”rights to any security deposits with respect to such leases); (d) all Intellectual Property set forth on Schedule 2.02(d) prepaid items, notes and unbilled costs and fees (the “Intellectual Property Assets”excluding intercompany and related party debts); (e) to the extent permitted by applicable law, all furniturerights under any written or oral contract, fixturesagreement, equipmentplan, machineryinstrument, toolsregistration, vehicleslicense, office equipmentcertificate of occupancy, suppliesother permit or approval of any nature, computersor other document, telephones and other tangible personal property (the “Tangible Personal Property”) that is (a) located at Plant B commitment, arrangement, undertaking, practice or (b) set forth on Schedule 2.02(e)authorization; (f) all rights under any patents, trademarks, service marks, trade names or copyrights, whether registered or unregistered, and obligations of Prestoliteany applications therefor, except for any Excluded Liabilities, under the real property lease agreement relating to Plant B between Prestolite names "Johnxxx Xxx Institute" and Damoza, dated as of August 1, 2014 (as amended, restated, supplemented or modified, the “Plant B Lease”), as well as any Permits that are (i) assignable under applicable Law, (ii) held by Sellers solely and specifically in relation to Plant B, and (iii) required for the conduct of the Business as currently conducted at such location, in each case as set forth on Schedule 2.02(f)"NewLight Eye Laser Surgery Center"; (g) all rights and obligations of GCI, except for any Excluded Liabilities, data bases used in the Seller's ASC Business or under the real property lease agreement relating to office space in Tifton, Georgia between GCI and Xxxx Xxxxxxxx and Xxxx Xxxxxxxx, dated as of January 7, 2013 (as amended, restated, supplemented or modified, the “Georgia Lease”)development; (h) to all rights arising out of occurrences before or after the extent transferableClosing, including without limitation, all rights representations, warranties, covenants and guaranties made or provided by third parties to or for the benefit of any Asset Seller with respect to any Actions against third parties available to or being pursued by such Asset Seller solely to of the extent related to the Business, the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties, whether arising by way of counterclaim or otherwiseAssets; (i) all prepaid expensesbooks and records of Seller, creditsincluding, advance paymentswithout limitation, claimsall credit records, securitypayroll records, refundscomputer records, rights computer programs, contracts, agreements, operating manuals, schedules of recoveryassets, rights correspondence, books of set-offaccount, rights files, papers, books and all other public and confidential business records, whether such records are in hard copy form or are electronically or magnetically stored; provided, however, that all financial records necessary for the preparation of recoupmenttax returns or to support previously filed tax returns shall be retained by Seller, depositswhich shall maintain such records for seven (7) years after the Closing Date and permit Purchaser to review or obtain copies of such records, chargesat Purchaser's cost, sums and fees (including any such item relating subsequent to the payment of Taxes) of the Acquired CompanyClosing Date; (j) all rights of any Asset Seller regarding warrantiesinformation, indemnities files, records, data, plans, contracts and all similar rights against any third partyrecorded knowledge, solely including supplier lists and employee records related to the extent related to any Purchased Assets or Assumed Liabilities, arising on or after foregoing and the Closing Date;operation of the Seller's ASC Business; and (k) to all cash in registers or pettx xxxh drawers (which shall on the extent transferable without violating applicable Law, originals Closing Date be at least ninety percent (or copies, to the extent originals are not available90%) of any books and records of any Asset Seller and the Acquired Company to the extent relating primarily to the Business, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, personnel files, customer purchasing histories, price lists, distribution lists, supplier lists, production data, all Tax Returns average daily cash balance held in such locations in the possession of twelve (12) month period preceding the Acquired Company (and related work papers and work product) and all IRS Forms 5471 relating to the Acquired Company filed since January 1, 2005 (and related work papers and work productClosing Date), quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority) and sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal monthly financial statements since January 1, 2015, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); provided, that, for the avoidance of doubt, the Books and Records shall exclude any corporate records of the Asset Sellers, including any stock ledgers, minute books or other similar documents (the “Asset Seller Corporate Books”); provided, further, that notwithstanding anything to the contrary contained in this Agreement, each Seller may retain copies of any Books and Records, Contracts, Permits or any other document or materials that are included in the Purchased Assets; (l) all goodwill related exclusively inventory (m) patient lists, including names, addresses and telephone numbers; (n) medical records; (o) licenses (including, without limitation, Seller's license to conduct its ASC Business issued by the BusinessState of Florida), certificates of need, Medicare/Medicaid certifications and other governmental authorizations necessary to provide medical or medical services and to be paid therefor by applicable third party payors; (p) eyeglasses, lenses and other eye wear; (q) all accounts receivable of Seller existing as of the effective date of this Agreement; and (mr) uniform product codes for the products of the Business, except for UPC code 079407 (General Cable) and 686177 (Prestolite Wire LLC) (the “Excluded UPC Codes”); provided any other asset that Sellers shall use commercially reasonable efforts to transfer the uniform product codes included in the Purchased Assets promptly following the Closing (taking into account any approvals legally can be owned by a party that is not physician or procedures that may be required by GC1)optometrist-owned.