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

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed); (c) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;

Purchase and Sale of Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreement, at the Closing, the each of Seller Parties shall, or shall cause their Affiliates toA and Seller B hereby agrees to grant, sell, convey, transfer, assign, convey assign and deliver to the Buyer, and the Buyer shall hereby agrees to purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), includingacquire, all right, title and interest in and to all of the Seller Parties assets of the Pressure Pumping Business and their Affiliates as Wireline Business of Closing to the following (excepting only Sellers, other than the Excluded Assets, including (collectively, the “Purchased Assets”): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed)Equipment and Machinery; (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)Assumed Contracts; (c) The Receivablesthe Vehicles; (d) Any and all prepaymentsthe Transferred Owned Real Property; (e) the Transferred Leases; (f) the Transferred Intellectual Property; (g) the Transferred Permits, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, extent lawfully transferable; (h) the Inventory; (i) the Records related to the Purchased Assets or and the Assumed Obligations; (j) all Claims, demands and judgments of Sellers of whatever nature and whether known or unknown, arising under or related to the Purchased Assets against third parties, including insurance claims and manufacturer’s equipment or construction warranties, in each case arising or attributable to the period before the Effective Time that relate to or arise out of operation of the Purchased Assets, to the extent that the same do not otherwise relate to Excluded Assets or Retained Liabilities;; and (k) the goodwill of the Purchased Business. The Purchased Assets will be transferred to Buyer free of any and all Liens, other than Permitted Liens.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shallshall sell, or shall cause their Affiliates to, sellassign, transfer, assign, convey and deliver deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the BuyerPurchaser, and the Buyer Purchaser shall purchase from the Seller Parties and their AffiliatesSeller, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the Seller’s right, title and interest of at the Seller Parties Closing in and their Affiliates to the assetsfollowing (the assets to be purchased by the Purchaser, properties and business (excepting only together with the Excluded Assets) of every kind and descriptioncovenants contained in Section 5.08, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively being referred to as the “Purchased Assets”): (i) all rights in respect of the Leased Real Property; (ii) all Property, Plant and Equipment; (iii) all vehicles and rolling stock used in the Business; (iv) all Inventories; (v) all books of account, general, financial, and personnel records, invoices, shipping records, supplier lists, correspondence and other documents, records and files and any rights thereto which are owned, or employed by the Seller primarily in connection with the Business except for (x) organization documents, minute and stock record books, stock certificates and the corporate seal of the Seller and (y) those relating to the Excluded Assets or the Excluded Liabilities (including all records relating to Taxes), including, ; (vi) the goodwill relating to the Business; (vii) all the Seller’s right, title and interest in, to and under the Owned Intellectual Property and the Licensed Intellectual Property, copies and tangible embodiments thereof in whatever form or medium, and all rights to xxx and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof; (viii) all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind (including rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials, or equipment, or components thereof), related to the Business pertaining to, arising out of and inuring to the benefit of the Seller Parties and their Affiliates as of Closing (“Claims”) including those reasonably necessary or desirable to enforce such rights against third parties or to defend against those seeking to enforce the Assumed Liabilities; except those Claims which are related to the following (excepting only Excluded Liabilities or the Excluded Assets):; (aix) All assets recorded or reflected all sales and promotional literature, customer lists and other sales-related materials of the Seller used in the Business; (x) all rights of the Seller under the contracts, licenses, sublicenses, agreements, leases, commitments, and sales and purchase orders, and under all bids and offers related to the Business set forth on Section 2.01(a)(x) of the Balance Sheet Disclosure Schedule (including assets such as Contracts to which no value was attributedthe “Assumed Contracts”); (bxi) All assets acquired all municipal, state and federal franchises, permits, licenses, agreements, waivers and authorizations held or used by the Seller Parties in connection with, or their Affiliates since required for, the date Business, to the extent transferable; (xii) all the Seller’s right, title and interest at the Closing in, to and under all other assets, rights and claims of the Balance Sheet, which, had they been held every kind and nature directly or indirectly owned by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)the Seller is directly or indirectly entitled, in each case, used in the operation of, or residing with, the Business; (cxiii) The ReceivablesPrepaids and Other Current Assets; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing, the Seller Parties shall, or and shall cause their Affiliates each Selling Subsidiary to, sell, convey, transfer, assign, convey assign and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances)each Selling Subsidiary, all of the Seller’s or such Selling Subsidiary’s right, title and interest as of the Closing in and to all of the assets and properties owned by Seller Parties and their Affiliates any Selling Subsidiary that are exclusively related to the assets, properties and business (excepting only Business other than the Excluded Assets) of every kind Assets (such assets and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein properties are collectively referred to herein as the “Purchased Assets”), includingfree and clear of any Liens, all rightother than Permitted Liens, title and interest of including the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets):following: (a) All assets recorded finished goods inventory, display pallets, packaging and shippers (the “Inventory”) that are owned by the Seller or reflected on any Selling Subsidiary or their respective Affiliates used or held for use exclusively in the Balance Sheet operation or conduct of the Business, wherever the same may be located (including assets such as Contracts to which no value was attributedthe “Transferred Inventory”); (b) All assets acquired by Contracts or other arrangements to which Seller or any Selling Subsidiary is a party and which relate exclusively to the Seller Parties operation or their Affiliates since the date conduct of the Balance SheetBusiness (the “Transferred Contracts”), whichincluding those listed on Schedule 2.1(b), had they been held by the Seller Parties or their Affiliates on such dateother than Intercompany Contracts, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)if any; (c) The ReceivablesAll Intellectual Property Rights in the items set forth on Schedule 2.1(c), including rights to derivative works thereof (the “Transferred Brand Assets”) and all Copyrights and unregistered Trademarks owned by Seller or any Selling Subsidiary used (or held for use) exclusively in the operation or conduct of the Business; provided, however, that for the avoidance of doubt, where a Trademark or Copyright (for example, an image of the Pirate or Crunchy logomark) is sometimes used on a standalone or exclusive basis in the Business, and sometimes used in combination with other marks of the Seller and the Selling Subsidiaries, then the standalone logomark, and related standalone images, shall be deemed to be “exclusively used” in the Business and the combined image of such logomark with other Seller retained logomarks shall be a combined work not “exclusively used” in the Business; (d) Any All Trademarks set forth on Schedule 2.1(d) (the “Additional Transferred Trademarks”); (e) All Domain Names set forth on Schedule 2.1(e); (f) All Trade Secrets owned by Seller or any of the Selling Subsidiaries used (or held for use) exclusively in the operation or conduct of the Business (the “Transferred Technology” and all prepayments, prepaid rentals, deposits the items described in Sections 2.1(c) through (including on leasehold interests and utilitiesf), collectively, the “Transferred Intellectual Property”); (g) Except to the extent exclusively relating to an Excluded Asset or an Excluded Liability, all rights, claims, causes of action, lawsuits, judgments and prepaid expenses outstanding at demands of any nature, whether known or unknown, of Seller or any of the Closing and primarily relating Selling Subsidiaries to the extent pertaining exclusively to the Business, any Purchased Asset or Assumed Liability (including any infringement of the Purchased Transferred Intellectual Property), along with any and all recoveries by settlement, judgment or otherwise in connection with any such rights, claims, causes of action, lawsuits, judgments and demands; (h) To the extent transferable under applicable Law, all Books and Records owned by Seller or any of the Selling Subsidiaries, to the extent that such Books and Records are used (or held for use) exclusively in, or to the extent that such Books and Records that arise exclusively out of, the operation or conduct of the Business, except as provided in Schedule 2.1(h), Section 2.2(m) or Section 2.2(p); provided, that, subject to Section 5.4, Seller and the Selling Subsidiaries may retain copies of such Books and Records for internal archival and reference purposes; (i) Each of the manufacturer codes listed in Schedule 2.1(i) and all UPCs for the Products under such manufacturer codes as set forth in Schedule A1; (j) To the extent transferable, all Governmental Authorizations and private certifications that a Product is kosher, gluten free or Non-GMO Project Verified exclusively related to the Business and owned by Seller or any of the Selling Subsidiaries as of the Closing Date, including the Governmental Authorizations and private certifications set forth on Schedule 2.1(j) (the “Transferred Authorizations and Certifications”); (k) All equipment owned by Seller or any Selling Subsidiary or their respective Affiliates used exclusively in the operation or conduct of the Business as of the Closing, including as listed in Schedule 2.1(k); and (l) All goodwill related to the Transferred Brand Assets or and the Assumed Liabilities;Additional Transferred Trademarks exclusively related to the Business.

Purchase and Sale of Purchased Assets. Upon (a) On the terms and subject to the conditions of this Agreement, at the ClosingClosing (and effective as of the Effective Time), the Seller Parties shall, or shall cause their Affiliates to, will sell, assign, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this AgreementPurchaser, free and clear of all Encumbrances Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets. (except for Permitted Encumbrancesb) Notwithstanding anything to the contrary contained in Section 2.1(a), Purchaser will not purchase, assume or otherwise acquire, and Seller and its Affiliates will retain all of the rightrights, title and interest of the Seller Parties in and their Affiliates to the assetsto, properties and business (excepting only the Excluded Assets) of every kind Assets and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed);any Retained Business. (c) The Receivables; (d) Any Purchaser understands and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, agrees that it is purchasing only the Purchased Assets or (and assuming only the Assumed Liabilities;) specified in this Agreement and, except as may be expressly provided for in this Agreement, Purchaser has no interest in any other relationship that Seller or any of its Affiliates has or may have with any Branch Customer or any other customer of Seller or any of its Affiliates. Purchaser further understands and agrees that Seller and its Affiliates are retaining any and all rights and claims which any of them may have, including indemnification or reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of the Transferred Business prior to the Closing Date, unless such rights or claims relate to liabilities, duties, responsibilities and obligations that are included in the Assumed Liabilities.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or and shall cause Tribune and their Affiliates respective Subsidiaries to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their AffiliatesSeller, pursuant to this Agreement, free and clear of all Encumbrances Liens (except for Permitted EncumbrancesLiens), all of the right, title and interest of the Seller Parties Seller, Tribune or any of their respective Subsidiaries in and their Affiliates to the assets, assets and properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, then owned or held by Seller, Tribune or any of their respective Subsidiaries and used or held for use primarily in the Business (except as otherwise expressly set forth below) (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and Seller, Tribune or any of their Affiliates respective Subsidiaries as of the Closing to the following (excepting only the Excluded Assets):following: (a) All assets recorded (x) The Station Licenses and (y) all other assignable Governmental Authorizations primarily related to the Stations, and including any applications therefor and renewals or reflected on modifications thereof between the Balance Sheet (including assets such as Contracts to which no value was attributed)date hereof and Closing; (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)Owned Real Property; (c) The ReceivablesAll machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property owned by Seller, Tribune or any of their respective Subsidiaries and used or held for use primarily in the Business (“Tangible Personal Property”), except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1; (d) Any All Intellectual Property (other than Registered Intellectual Property) owned by Seller, Tribune or any of their respective Subsidiaries and used or held for use primarily in the Business (the “Purchased Intellectual Property”), including domain names and the call signs set forth on Schedule I and Schedule II, but, for the avoidance of doubt, excluding any Intellectual Property used primarily in connection with any of the Other Stations; (e) Subject to Section 5.6, (i) all Contracts of Seller, Tribune or any of their respective Subsidiaries to the extent such Contracts are primarily for the sale or barter of broadcast time on the Stations for advertising purposes; (ii) all Contracts of Seller, Tribune or any of their respective Subsidiaries to the extent such Contracts are for the purchase, lease or license, as applicable, of merchandise, supplies, equipment, or other tangible personal property, or for the receipt of services, in each case used or held for use primarily in the Business; (iii) all non-competition, non-solicitation, and/or confidentiality agreements to the extent pertaining to the Stations or the Business (including those entered into in connection with the contemplated sale of the Business); (iv) the Real Property Leases and the Contracts under which Seller or Tribune or any of their respective Subsidiaries has leased any Owned Real Property or has subleased any real property subject to a Real Property Lease; (v) all Contracts listed in Section 3.17(a) of the Disclosure Schedule; and (vi) any other Contracts entered into by Seller, Tribune or any of their respective Subsidiaries primarily for the Business which (A) was entered into prior to the date hereof and is of the general nature described in clauses (ii), (iii), (iv), (vii) or (ix) of Section 3.17(a), but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Section 3.17(a) of the Disclosure Schedule or (B) is entered into after the date hereof consistent with the provisions of Section 5.1 of this Agreement; (f) All claims or causes of action of Seller, Tribune or any of their respective Subsidiaries, as applicable, against Third Parties solely to the extent that any such claims or causes of action arise out of (i) the Purchased Assets after the Cutoff Time or (ii) the Assumed Liabilities; (g) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets owned by Seller, Tribune or any of their respective Subsidiaries which are used or held for use primarily in the Business, and all prepaymentslicenses of Seller or Tribune or any of their respective Subsidiaries, prepaid rentalsto the extent primarily relating thereto; (h) All books and records of Seller, deposits (Tribune or any of their respective Subsidiaries that relate primarily to the Business, including on leasehold interests all files, logs, programming information and utilities)studies, technical information and prepaid expenses outstanding at the Closing engineering data, news and advertising studies or consulting reports, client/advertiser lists, sales and audience data, credit and sales reports and sales correspondence primarily relating to the Business, the Purchased and further including all personnel files with respect to all Transferred Employees, but excluding records relating to Excluded Assets or the Assumed LiabilitiesOther Stations; (i) All prepaid expenses (except for prepaid insurance or to the extent related to the Excluded Assets) and security deposits (solely to the extent transferable in accordance with their respective terms) arising from payments made by Seller, Tribune or any of their respective Subsidiaries, as applicable, in the ordinary course of the operation of the Business prior to the Cutoff Time for goods or services used or held for use primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.6(a); (j) Websites, social media accounts and mobile apps used primarily in the Business; and (k) All Registered Intellectual Property.

Purchase and Sale of Purchased Assets. Upon On the terms and subject to the conditions of contained in this Agreement, at the Closing, the Seller Parties shallBuyer shall purchase, or and Sellers shall cause their Affiliates to, sell, transferconvey, assign, convey transfer and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances)any Liens, by appropriate instruments of conveyance in the forms attached hereto or otherwise reasonably satisfactory to Buyer, all of Sellers’ assets, properties and rights, other than the Excluded Assets, that relate to or are used, developed for use or held for use in connection with, or necessary for the operation of, the Business, whether tangible or intangible, real, personal or mixed (collectively, the “Purchased Assets”). Without limiting the generality of the foregoing, the Purchased Assets shall include all right, title and interest of the Seller Parties Sellers in and their Affiliates to the assetsfollowing: (a) all Contracts that relate to or are used or held for use in connection with, properties or necessary for the operation of, the Business (collectively, the “Assumed Contracts”), including the Contracts identified in Schedule 2.1(a), including any work in progress associated therewith, which shall include: (i) all Contracts with customers and business vendors relating to the Business (excepting only other than Excluded Contracts); (ii) all rights and interests of Sellers in and to all third party licenses or other agreements with respect to third party Intellectual Property Rights that relate to or are used or useful in, developed for use, or held for use in connection with the Business; and (iii) all employee non-disclosure, confidentiality, non-solicitation, employee noncompetition and assignment of Intellectual Property agreements relating to the Business or current or former Business Employees and executed in favor of any Seller; (a) all tangible personal property, leasehold interests and any associated rights and interests of any Seller in all equipment, fixtures, furniture, furnishings, laptops, computers, data processing hardware, servers, workstations, tools, parts, supplies and other tangible personal property owned or leased by any Seller and used or held for use in connection with the Business (other than the Excluded Assets); (b) all accounts receivable and unbilled revenue on the books and records of every kind Sellers as of the Closing Date which relate to services under or with respect to the Assumed Contracts, the Business or the Purchased Assets performed by Seller on or prior to the Closing Date; (c) all prepaid rentals, deposits, advances and descriptionother prepaid expenses (other than the Excluded Assets described in Section 2.2(o)), wherever locatedto the extent relating to the Business, the Assumed Contracts or the other Purchased Assets; (d) all rights and interests in any consents, approvals, Permits and other authorizations used or held for use in the Business; (e) all Intellectual Property relating to, used or held for use in connection with, or necessary for the operation of, the Business, including all goodwill associated with such Intellectual Property and all rights of Sellers to xxx for and receive damages or other relief in respect of any past infringement or other violation of any rights thereto; (f) all rights and interests of Sellers and Sellers’ Affiliates in (i) the names “ILM,” “SlopeJet,” “Rent Jungle,” “Insights,” “MDX,” “LRO,” and “LRI,” (ii) the name “Rainmaker” for use in connection with the Business or any products or services provided to any set or subset of the multifamily housing (including conventional, affordable, senior living and student housing), single family housing, short term housing, or vacation rental housing markets (but expressly excluding for use in connection with the Retained Business), in each case, including any derivatives thereof, together with all goodwill associated therewith and all rights to xxx for and receive damages or other relief in respect of any past infringement or other violation of any rights thereto; (g) all telephone numbers, including all “800”, “888” and other toll-free and local telephone numbers, facsimile numbers, and other communication identifiers used in connection with the Business; (h) all rights and interests of Sellers in the Internet domain names relating to, used or held for use in connection with the Business, including the domain names set forth on Schedule 2.1(i), but expressly excluding the domain names set forth on Schedule 2.2(n); (i) except as provided in Section 2.2(d) and Section 2.2(e) below, all Books and Records of Sellers relating to the Business; (j) all rights and claims (whether contingent or absolute, matured or unmatured and whether in tort, contract or otherwise) against any other Person which relate to the Business or the Purchased Assets, including any Liens, judgments, causes of action and rights of recovery; (k) all documentation, sales and promotional literature, workplans, due diligence materials, market assessments, business development opportunities and materials, client lists, client work papers, services agreement drafts, other Contract drafts, strategies, logos, designs, proposals, requests for proposal, reports, plans and models used or held for use in the Business; (l) all of Sellers’ respective client or customer engagements under the Assumed Contracts, including all client work and work product related to the Assumed Contracts that has been performed or is in the process of being performed on the Closing Date and all user or other data gathered, produced or captured pursuant to the Assumed Contracts and all other data and information held by Sellers for use in connection with the Business; and (m) all other properties, assets, claims, rights and entitlements of any kind, character and description whatsoever (whether or not reflected on the respective books of Sellers and whether real, personal or mixed, tangible or intangible, contingent or otherwise) that relate to or are used in, developed for use or held for use primarily in connection with, or necessary for the Business (herein collectively referred to as the “Purchased Assets”)operation of, including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed); (c) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;.

Purchase and Sale of Purchased Assets. (a). Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause LIN and their respective Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties Parties, LIN and their respective Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties Parties, LIN and their respective Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used then owned or held for use primarily by the Seller Parties, LIN and/or their respective Affiliates and used exclusively in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties Parties, LIN and their respective Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on accounts receivable outstanding at the Balance Sheet (including assets such as Contracts time of Closing generated by the Business prior to which no value was attributed)the Closing; (b) All assets acquired prepaid rentals and other prepaid expenses outstanding at the time of Closing arising from payments made by or on behalf of any Seller Party, LIN or any of their respective Affiliates for the Seller Parties or their Affiliates since the date benefit of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)Business; (c) (x) The ReceivablesSeller FCC Authorizations and (y) all other assignable Governmental Permits exclusively related to the Station; (d) Any All Owned Real Property; (e) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property owned by the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business (“Tangible Personal Property”), including as set forth on Schedule 3.11; (f) All Intellectual Property owned by the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business (the “Purchased Intellectual Property”), including the call sign WALA; (g) Subject to Section 5.6 (i) all contracts and agreements of the Seller Parties, LIN or any of their respective Affiliates to the extent such contracts and agreements are for the sale or barter of broadcast time on the Station for advertising or other purposes; (ii) all contracts and agreements of the Seller Parties, LIN or any of their respective Affiliates to the extent such contracts or agreements are for the purchase or lease, as applicable, of merchandise, supplies, equipment or other personal property, or for the receipt of services, in each case used exclusively in the Business; (iii) all contracts and agreements listed or described in Schedule 3.14 designated therein as an “Assumed Contract;” and (iv) any other contract or agreement entered into by any Seller Party, LIN or any of their respective Affiliates exclusively for the Business which (A) is of the general nature described in clauses (b), (c), (d), (g), (h), (i), (j), (k) or (l) of Section 3.14, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Schedule 3.14 or (B) is entered into after the date hereof consistent with the provisions of Section 5.4 of this Agreement (the contracts and agreements referred to in this Section 2.1(g), collectively, the “Assumed Contracts”); (h) All claims or causes of action of the Seller Parties, LIN or any of their respective Affiliates, as applicable, against third parties to the extent that any such claims or causes of action arise out of the Purchased Assets or Assumed Liabilities; (i) All deposits made or held for the benefit of any of the Seller Parties, LIN or any of their respective Affiliates under or pursuant to contracts or agreements included in the Purchased Assets; (j) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets owned by the Seller Parties, LIN or any of their respective Affiliates which are used exclusively in the Business, and all prepaymentslicenses of the Seller Parties, prepaid rentalsLIN and their respective Affiliates to the extent relating thereto; (k) All books and records of the Seller Parties, deposits (LIN or any of their respective Affiliates that relate exclusively to the Business, including on leasehold interests all files, logs, programming information and utilities)studies, technical information and prepaid expenses outstanding at the Closing engineering data, news and primarily advertising studies or consulting reports and sales correspondence exclusively relating to the Business; (l) All pxxxx cash held at the Station; and (m) All claims, rights and interests of the Seller Parties, LIN or any of their respective Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date, to the extent relating to Purchased Assets or the Assumed Liabilities;and which are included in Current Assets.

Purchase and Sale of Purchased Assets. Upon In accordance with the terms and subject to the conditions provisions of this AgreementAgreement and except as set forth in Section 2.2, at on the Closing, the Seller Parties Closing Date Moldflow shall, or and shall cause their Affiliates each other Seller to, sell, transferconvey, assign, convey transfer and deliver to the Buyer, and the Buyer shall, and shall cause each other Buyer to, purchase and acquire from the Seller Parties and their Affiliates, pursuant to this AgreementSeller, free and clear of all Encumbrances other than Permitted Encumbrances including as identified in Section 1.1 of the Seller Disclosure Schedule: (except for Permitted Encumbrances1) all Intellectual Property owned by Seller and its Affiliates that is used primarily or exclusively in the operation of the Business prior to the Closing Date, including but not limited to the Intellectual Property listed in Section 2.1(1)(A) of the Seller Disclosure Schedule, but excluding the Excluded Intellectual Property (collectively, the "Owned Intellectual Property"), all goodwill associated with such Owned Intellectual Property, and the rights of Seller in the Third Party Intellectual Property (collectively, the "Purchased Intellectual Property") (the transfer of Intellectual Property provided in this Section 2.1(1) is intended to constitute a technology transfer agreement for the purposes of the California Revenue & Taxation Code); and (2) all of Seller's right, title and interest in and to all of the Seller Parties Seller's property and their Affiliates to the assets, properties real (immovable), personal (movable) or mixed, tangible and business (excepting only the Excluded Assets) intangible, of every kind and description, wherever located, real, personal that are used primarily or mixed, tangible or intangible, used or held for use primarily exclusively in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest operation of the Seller Parties and their Affiliates as of Closing Business, which subject to the following (excepting only foregoing shall include the Excluded Assets):following: (a) All assets recorded all accounts receivable that are trade accounts receivable and other rights to payment from customers, and the full benefit of all security for such accounts or reflected on the Balance Sheet rights to payment (including assets such as Contracts to which no value was attributed"Accounts Receivable"); (b) All assets acquired by all inventories, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used in the Seller Parties or their Affiliates since the date production of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles finished goods (including assets such as Contracts to which no value would have been attributed"Inventories"); (c) The Receivablesall of the rights of Seller under all Contracts to which Seller is a party, by which Seller or any of the Purchased Assets is bound or pursuant to which Seller is an obligor or a beneficiary (and all outstanding offers or solicitations made by or to Seller to enter into any Contract including all Contracts under which Seller has licensed or otherwise obtained rights to Third Party Intellectual Property); (d) Any all machinery, equipment, furniture, furnishings, computer hardware, vehicles, tools, dies, molds and all prepaymentsother items of tangible personal property of every kind owned or leased by Seller (collectively, prepaid rentals, deposits (including on leasehold interests and utilitiesthe "Tangible Personal Property"), and prepaid expenses outstanding at the Closing full benefit of all express or implied warranties by the manufacturers or sellers or lessors of any item or component part thereof, to the extent that such warranties are transferable; (e) the Moorpark Lease; (f) all Governmental Authorizations held by Seller and primarily all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer; (g) all books, records, manuals and other materials (in any form or medium), including all client and customer lists, referral sources, supplier and vendor lists, purchase orders, sales and purchase invoices, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, drawings, engineering specifications, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and similar documents, personnel and employee benefits records and copies of all other records described in Section 2.2(g) to the extent Seller is legally permitted to provide copies of such records to Buyer (the "Books and Records"); (h) all claims and rights of Seller against third parties relating to the Business, any of the Purchased Assets or the Assumed Liabilities;, in each case, whether accruing before or after the Closing, and including all attorney work-product protections, attorney-client privileges and other legal protections and privileges to which Seller may be entitled in connection with any of the Purchased Assets or Assumed Liabilities; and (i) all rights of Seller relating to deposits and prepaid expenses, claims for refunds and rights of offset, (collectively, the "Purchased Assets").

Purchase and Sale of Purchased Assets. Upon In accordance with the terms and subject to the conditions provisions of this AgreementAgreement and except as set forth in Section 2.2, at the ClosingClosing (as defined below), the Seller Parties shall, or shall cause their Affiliates to, will sell, transferconvey, assign, convey transfer and deliver to the BuyerPurchaser, and the Buyer shall Purchaser will purchase and acquire from the Seller Parties and their Affiliates, pursuant to this AgreementSeller, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the Seller’s right, title and interest in and to all of the Seller Parties and their Affiliates to the assets, Seller’s properties and business (excepting only the Excluded Assets) assets of every kind and descriptiondescription existing on the Closing Date, wherever located, whether real, personal or mixed, tangible or intangible, used or held for use primarily in the Business and wherever located (herein collectively referred to as collectively, the “Purchased Assets”), including, all right, title and interest of including the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets):following: (a) All assets recorded all accounts receivable, including all trade accounts receivable and other rights to payment from customers, and the full benefit of all security for such accounts or reflected on the Balance Sheet (including assets such as Contracts rights to which no value was attributed)payment; (b) All assets acquired by all inventories, wherever located, including all finished goods, work in process, raw materials, spare parts and all other materials and supplies to be used in the Seller Parties or their Affiliates since the date production of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)finished goods; (c) The Receivablesall rights, including Intellectual Property rights, in and to products sold or leased (including products hereafter sold, returned or repossessed and all rights of rescission, replevin, reclamation and rights to stoppage in transit); (d) Any all rights, including Intellectual Property rights, in and to products under research and development prior to the Closing; (e) all prepaymentsrights under all Contracts to which the Seller is a party, prepaid rentals, deposits by which the Seller or any of the Purchased Assets is bound or affected or pursuant to which the Seller is an obligor or a beneficiary (including all outstanding offers, proposals or solicitations made by or to the Seller to enter into any such Contract), including those set forth on leasehold interests Schedule 2.1(e); (f) all machinery, equipment, furniture, furnishings, computer hardware, materials, vehicles, tools, dies, molds and utilitiesother items of tangible personal property of every kind, and the full benefit of all express or implied warranties by the manufacturers or sellers or lessors of any item or component part thereof to the extent such warranties are transferable to the Purchaser; (g) all rights in respect of the Leased Real Property; (h) all Intellectual Property owned by the Seller at the Closing Date (collectively, the “Purchased Intellectual Property”), and prepaid expenses outstanding at all other intangible rights, including all goodwill associated with the Closing Seller’s business or the Purchased Assets; (i) all Governmental Authorizations and primarily all pending applications therefor or renewals thereof, in each case to the extent transferable to the Purchaser; (j) all books, records, files, studies, manuals, reports and other materials (in any form or medium), including all advertising materials, catalogues, price lists, mailing lists, distribution lists, client and customer lists, referral sources, supplier and vendor lists, purchase orders, sales and purchase invoices, correspondence, production data, sales and promotional materials and records, purchasing materials and records, research and development files, records, data, Intellectual Property disclosures, manufacturing and quality control records and procedures, service and warranty records, equipment logs, operating guides and manuals, drawings, product specifications, engineering specifications, blueprints, financial and accounting records, litigation files, personnel and employee benefits records to the extent transferable under applicable Law, and copies of all other personnel records described in Section 2.2(b) to the extent the Seller is legally permitted to provide copies of such records to the Purchaser; (k) all rights and interests under all certificates for insurance, binders for insurance policies and insurance under which the Seller, its business or any of the Purchased Assets is or has been insured to the extent such rights or interests arise from or relate to any of the Assumed Liabilities or any casualty or Liability affecting the Seller’s business or any of the Purchased Assets; (l) all claims, rights, credits, causes of actions, defenses and rights of set-off against third parties relating to the Business, or arising from the Purchased Assets or the Assumed Liabilities;, in each case, whether accruing before or after the Closing; and (m) all rights relating to deposits and prepaid expenses, claims for refunds and rights of offset that are not excluded under Section 2.2(f). Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to this Agreement does not include the assumption of any Liability related to the Purchased Assets unless the Purchaser expressly assumes that Liability pursuant to Section 2.3.

Purchase and Sale of Purchased Assets. Upon (a) On the terms and subject to the conditions of this Agreement, at the ClosingClosing (and effective as of the Effective Time), the Seller Parties shall, or shall cause their Affiliates to, will sell, assign, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this AgreementPurchaser, free and clear of all Encumbrances Liens, and Purchaser will purchase, acquire and accept from Seller, the Purchased Assets. (except for Permitted Encumbrancesb) Notwithstanding anything to the contrary contained in Section 2.1(a), Purchaser will not purchase, assume or otherwise acquire, and Seller and its Affiliates will retain all of the rightrights, title and interest of the Seller Parties in and their Affiliates to the assetsto, properties and business (excepting only the Excluded Assets) of every kind Assets and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed);any Retained Business. (c) The Receivables; (d) Any Purchaser understands and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, agrees that it is purchasing only the Purchased Assets or (and assuming only the Assumed Liabilities;) specified in this Agreement and, except as may be expressly provided for in this Agreement, Purchaser has no interest in any other relationship that Seller or any of its Affiliates has or may have with any Business Customer or any other customer of Seller or any of its Affiliates. Purchaser further understands and agrees that Seller and its Affiliates are retaining any and all rights and claims which any of them may have, including indemnification or reimbursement rights, with respect to the Purchased Assets and the Assumed Liabilities, to the extent that such rights or claims relate to the conduct of the Transferred Business prior to the Effective Time, unless such rights or claims relate to liabilities, duties, responsibilities and obligations that are included in the Assumed Liabilities.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or and shall cause Tribune and their Affiliates respective Subsidiaries to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their AffiliatesSeller, pursuant to this Agreement, free and clear of all Encumbrances Liens (except for Permitted EncumbrancesLiens), all of the right, title and interest of the Seller Parties Seller, Tribune or any of their respective Subsidiaries in and their Affiliates to the assets, assets and properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, then owned or held by Seller, Tribune or any of their respective Subsidiaries and used or held for use primarily in the Business (except as otherwise expressly set forth below) (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties and Seller, Tribune or any of their Affiliates respective Subsidiaries as of the Closing to the following (excepting only the Excluded Assets):following: (a) All assets recorded (x) The Station Licenses and (y) all other assignable Governmental Authorizations primarily related to the Stations, and including any applications therefor and renewals or reflected on modifications thereof between the Balance Sheet (including assets such as Contracts to which no value was attributed)date hereof and Closing; (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)Owned Real Property; (c) The ReceivablesAll machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property owned by Seller, Tribune or any of their respective Subsidiaries and used or held for use primarily in the Business (“Tangible Personal Property”), except for any retirements or dispositions thereof made between the date hereof and the Closing in accordance with Section 5.1; (d) Any All Intellectual Property (other than Registered Intellectual Property) owned by Seller, Tribune or any of their respective Subsidiaries and used or held for use primarily in the Business (the “Purchased Intellectual Property”), including domain names and the call signs set forth on Schedule I and Schedule II, but, for the avoidance of doubt, excluding any Intellectual Property used primarily in connection with any of the Other Stations; (e) Subject to Section 5.6, (i) all Contracts of Seller, Tribune or any of their respective Subsidiaries to the extent such Contracts are primarily for the sale or barter of broadcast time on the Stations for advertising purposes; (ii) all Contracts of Seller, Tribune or any of their respective Subsidiaries to the extent such Contracts are for the purchase, lease or license, as applicable, of merchandise, supplies, equipment, or other tangible personal property, or for the receipt of services, in each case used or held for use primarily in the Business; (iii) all non- competition, non-solicitation, and/or confidentiality agreements to the extent pertaining to the Stations or the Business (including those entered into in connection with the contemplated sale of the Business); (iv) the Real Property Leases and the Contracts under which Seller or Tribune or any of their respective Subsidiaries has leased any Owned Real Property or has subleased any real property subject to a Real Property Lease; (v) all Contracts listed in Section 3.17(a) of the Disclosure Schedule; and (vi) any other Contracts entered into by Seller, Tribune or any of their respective Subsidiaries primarily for the Business which (A) was entered into prior to the date hereof and is of the general nature described in clauses (ii), (iii), (iv), (vii) or (ix) of Section 3.17(a), but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Section 3.17(a) of the Disclosure Schedule or (B) is entered into after the date hereof consistent with the provisions of Section 5.1 of this Agreement; (f) All claims or causes of action of Seller, Tribune or any of their respective Subsidiaries, as applicable, against Third Parties solely to the extent that any such claims or causes of action arise out of (i) the Purchased Assets after the Cutoff Time or (ii) the Assumed Liabilities; (g) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets owned by Seller, Tribune or any of their respective Subsidiaries which are used or held for use primarily in the Business, and all prepaymentslicenses of Seller or Tribune or any of their respective Subsidiaries, prepaid rentalsto the extent primarily relating thereto; (h) All books and records of Seller, deposits (Tribune or any of their respective Subsidiaries that relate primarily to the Business, including on leasehold interests all files, logs, programming information and utilities)studies, technical information and prepaid expenses outstanding at the Closing engineering data, news and advertising studies or consulting reports, client/advertiser lists, sales and audience data, credit and sales reports and sales correspondence primarily relating to the Business, the Purchased and further including all personnel files with respect to all Transferred Employees, but excluding records relating to Excluded Assets or the Assumed LiabilitiesOther Stations; (i) All prepaid expenses (except for prepaid insurance or to the extent related to the Excluded Assets) and security deposits (solely to the extent transferable in accordance with their respective terms) arising from payments made by Seller, Tribune or any of their respective Subsidiaries, as applicable, in the ordinary course of the operation of the Business prior to the Cutoff Time for goods or services used or held for use primarily in the Business, where such goods or services have not been received prior to the Closing, as allocated in accordance with Section 2.6(a); (j) Websites, social media accounts and mobile apps used primarily in the Business; and (k) All Registered Intellectual Property.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shallSellers shall sell, or shall cause their Affiliates to, sellassign, transfer, assign, convey and deliver deliver, or cause to the Buyerbe sold, assigned, transferred, conveyed and delivered, to Purchaser, and the Buyer Purchaser shall purchase from the Seller Parties applicable Seller, all of Sellers’ right, title and their Affiliatesinterest in and to the following assets, pursuant to this Agreementproperties and rights, as the same shall exist as of the Calculation Time on the Closing Date, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties and their Affiliates to the assets, properties and business ) (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”)): (i) the Purchased Loans, including, including all right, title and interest of Sellers (A) in and to the Seller Parties Loan Documents, any Loan Specific Information and their Affiliates the Loan Files for all Purchased Loans, (B) subject to the Interim Servicing Agreement, to receive, collect and retain all Loan Payments and Fees relating to the Purchased Loans that are unpaid as of the Calculation Time on the Closing Date, (C) subject to the following Interim Servicing Agreement, to service the Purchased Loans and (excepting only D) subject to the Excluded Assets):receipt of the Credit Insurance Consents, as the beneficiary under any Credit Insurance policy relating to a Purchased Loan; (aii) All assets recorded or reflected the Contracts set forth on Schedule 2.01(a)(ii) (the Balance Sheet (including assets such as Contracts to which no value was attributed“Purchased Contracts”); (biii) All assets acquired all causes of action, lawsuits, judgments, refunds, choses in action, rights of recovery, rights of setoff, rights of recoupment, demands and any other rights or claims of any nature, whether arising by the way of counterclaim or otherwise, available to or being pursued by a Seller Parties or their Affiliates since the date in respect of any Ordinary Course Proceeding related to any Purchased Asset and/or Assumed Liability, including all such rights with respect to any Ordinary Course Proceeding pending as of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected Calculation Time on the Balance Sheet Closing Date or any Ordinary Course Proceeding that arises after the Closing Date, but subject to any existing or future counterclaims in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)respect thereof that constitute Assumed Liabilities; (civ) The Receivablesall guaranties, warranties, indemnities and similar rights in favor of Sellers or any of their Affiliates (other than as set forth on Schedule 2.01(a)(iv)) to the extent related to any Purchased Assets and to the extent that the applicable Seller has the right to sell, assign, transfer, convey and deliver, or has the right to cause to be sold, assigned, transferred, conveyed and delivered, such rights; and (v) all Tax refunds, Tax credits, Tax rebates and similar payments related to Taxes for which Purchaser is liable under this Agreement. (b) Notwithstanding anything in Section 2.01(a) to the contrary, Sellers shall not sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to Purchaser, and Purchaser shall not purchase from Sellers any of the following assets, properties and rights of Sellers (the “Excluded Assets”): (i) the Excluded Loans, including all right, title and interest of Sellers (A) in and to the Loan Documents, any Loan Specific Information and Loan Files for all Excluded Loans, (B) to receive all Loan Payments and Fees relating to all Excluded Loans, (C) to service the Excluded Loans and (D) as the beneficiary under any Credit Insurance policy relating to an Excluded Loan; (dii) Any all causes of action, lawsuits, judgments, refunds, choses in action, rights of recovery, rights of setoff, rights of recoupment, demands and any other rights or claims of any nature, whether arising by way of counterclaim or otherwise, available to or being pursued by a Seller on its behalf or on behalf of its Affiliates related to the Excluded Assets or Excluded Liabilities; (iii) all prepaymentsrights of Sellers under any Loan Document relating to a Purchased Loan or any Purchased Contract to indemnification for any indemnifiable losses incurred by Sellers or their respective Affiliates in connection with, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily arising out of or relating to the Businessperformance of such Loan Document or Purchased Contract by the applicable Seller prior to the Closing Date, whether pending as of the Closing Date or that arises after the Closing Date; (iv) any Tax refunds, Tax credits, Tax rebates or similar payments related to Taxes for which Sellers are liable pursuant to this Agreement; (v) the London, Kentucky Facility and all Personal Property and Personal Property Leases, except as and to the extent provided in the London, Kentucky Agreement; (vi) the HSBC Servicing Systems; (vii) the Sellers’ Marks; (viii) all right, title and interest of HLIC, HIDE and FCNL in their capacity as insurer under any Credit Insurance policy relating to a Purchased Assets Loan, including all right, title and interest of HLIC, HIDE and FCNL under the Pre-Enstar Credit Insurance Administrative Services Agreement or the Assumed Liabilities;Credit Insurance Administrative Services Agreement, as applicable; and (ix) all rights of Sellers and their respective Affiliates under this Agreement and the Ancillary Agreements.

Purchase and Sale of Purchased Assets. (a). Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause LIN and their respective Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties Parties, LIN and their respective Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties Parties, LIN and their respective Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used then owned or held for use primarily by the Seller Parties, LIN and/or their respective Affiliates and used exclusively in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties Parties, LIN and their respective Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on accounts receivable outstanding at the Balance Sheet (including assets such as Contracts time of Closing generated by the Business prior to which no value was attributed)the Closing; (b) All assets acquired prepaid rentals and other prepaid expenses outstanding at the time of Closing arising from payments made by or on behalf of any Seller Party, LIN or any of their respective Affiliates for the Seller Parties or their Affiliates since the date benefit of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)Business; (c) (x) The ReceivablesSeller FCC Authorizations and (y) all other assignable Governmental Permits exclusively related to the Station; (d) Any All Owned Real Property; (e) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property owned by the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business (“Tangible Personal Property”), including as set forth on Schedule 3.11; (f) All Intellectual Property owned by the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business (the “Purchased Intellectual Property”), including the call sign WALA; (g) Subject to Section 5.6 (i) all contracts and agreements of the Seller Parties, LIN or any of their respective Affiliates to the extent such contracts and agreements are for the sale or barter of broadcast time on the Station for advertising or other purposes; (ii) all contracts and agreements of the Seller Parties, LIN or any of their respective Affiliates to the extent such contracts or agreements are for the purchase or lease, as applicable, of merchandise, supplies, equipment or other personal property, or for the receipt of services, in each case used exclusively in the Business; (iii) all contracts and agreements listed or described in Schedule 3.14 designated therein as an “Assumed Contract;” and (iv) any other contract or agreement entered into by any Seller Party, LIN or any of their respective Affiliates exclusively for the Business which (A) is of the general nature described in clauses (b), (c), (d), (g), (h), (i), (j), (k) or (l) of Section 3.14, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Schedule 3.14 or (B) is entered into after the date hereof consistent with the provisions of Section 5.4 of this Agreement (the contracts and agreements referred to in this Section 2.1(g), collectively, the “Assumed Contracts”); (h) All claims or causes of action of the Seller Parties, LIN or any of their respective Affiliates, as applicable, against third parties to the extent that any such claims or causes of action arise out of the Purchased Assets or Assumed Liabilities; (i) All deposits made or held for the benefit of any of the Seller Parties, LIN or any of their respective Affiliates under or pursuant to contracts or agreements included in the Purchased Assets; (j) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets owned by the Seller Parties, LIN or any of their respective Affiliates which are used exclusively in the Business, and all prepaymentslicenses of the Seller Parties, prepaid rentalsLIN and their respective Affiliates to the extent relating thereto; (k) All books and records of the Seller Parties, deposits (LIN or any of their respective Affiliates that relate exclusively to the Business, including on leasehold interests all files, logs, programming information and utilities)studies, technical information and prepaid expenses outstanding at the Closing engineering data, news and primarily advertising studies or consulting reports and sales correspondence exclusively relating to the Business; (l) All xxxxx cash held at the Station; and (m) All claims, rights and interests of the Seller Parties, LIN or any of their respective Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date, to the extent relating to Purchased Assets or the Assumed Liabilities;and which are included in Current Assets.

Purchase and Sale of Purchased Assets. Upon On the terms and subject to the conditions of contained in this Agreement, at the Closing, the Buyer shall purchase and take, and Seller Parties shall, or shall cause their Affiliates to, sell, transferconvey, assign, convey transfer and deliver to the Buyerdeliver, and the Seller shall cause its Subsidiaries to sell, convey, assign, transfer and deliver, to Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreementor a Subsidiary of Buyer designated by Buyer, free and clear of all any Encumbrances (except for any Permitted Encumbrances)) by appropriate instruments of conveyance reasonably satisfactory to Buyer, all of the rightrights, title titles and interest interests of Seller and its Subsidiaries in, to and under all of the Seller Parties tangible and their Affiliates to the intangible assets, properties and business rights (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal ) other than Excluded Assets that (i) are owned or mixed, tangible licensed by Seller and/or its Subsidiaries as of the Closing Date and (ii) relate to or intangible, are used or held for use primarily in connection with the Business (herein collectively referred to as the “Purchased Assets”), including, all rightwithout limitation, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets):tangible and intangible assets, properties and rights: (a) All assets recorded or reflected on the Balance Sheet (including assets such Business as Contracts to which no value was attributed)a going concern; (b) All assets acquired by the goodwill of Seller Parties and the Subsidiaries of Seller relating to or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance associated with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)Business; (c) The Receivablesall billed and unbilled accounts receivable and all correspondence with respect thereto, including without limitation, all trade accounts receivable, notes receivable from customers, vendor credits and all other obligations from customers with respect to sales of goods or services or otherwise, whether or not evidenced by a note, in each case, that relate to or are used in connection with the Business; (d) Any and all prepayments, prepaid rentalsexpenses and other assets, in each case, that relate to or are used in connection with the Business; (e) all interests in the leased or subleased real estate listed in Schedule 2.1(e) (the “Purchased Leases”) and the deposits related thereto, if any, and at least 15 days before the anticipated Closing Date, Buyer shall notify Seller of Buyer’s decision to have the lease associated with the location (including and the deposit related thereto, if any) identified with one asterisk (*) or two asterisks (**) on leasehold interests Schedule 2.1(e) be considered a Purchased Lease hereunder (and utilitiesSchedule 2.1(e) shall be updated at Closing to reflect such decision); (f) all inventories, work in progress and supplies, in each case, that relate to or are used in connection with the Business; (g) all machinery, equipment, automobiles and other vehicles, spare parts and supplies, computers and all related equipment, telephones, fixtures and all related equipment and all other tangible personal property, in each case, that are listed or described in Schedule 2.1(g); (h) all furniture listed and/or described in Schedule 2.1(h) (collectively, the “Purchased Furniture”); (i) except for any Excluded Contract and subject to Section 2.9, all rights existing under all contracts, agreements or arrangements to which Seller or any Subsidiary is a party, in each case, that relate to or are used in connection with the Business, including, without limitation (A) any software license or maintenance agreement relating to the Business and (B) each other contract, agreement or arrangement set forth in Section 4.15 of the Seller Disclosure Schedule (collectively, the “Purchased Contracts”); (j) all rights to make offers of employment to the Business Employees and, except as provided in Section 2.2(d), the records associated with Transferred Employees; (k) all lists, records, sales data, books, ledgers, files and prepaid expenses outstanding at documents pertaining to customer accounts (whether past or current), suppliers, distributors, prospective customers, prospective suppliers and prospective distributors, in each case, that relate to or are used in connection with the Closing Business; (l) all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and primarily rights of recoupment of every kind and nature, in each case, relating to the Business; provided, however, that, notwithstanding the foregoing, none of the foregoing shall constitute a part of the Purchased Assets to the extent they relate to Excluded Assets or the Assumed Excluded Liabilities; (m) all Business Intellectual Property Assets, including, but not limited to, the Business Software and Customer Offerings, the Business Patents, the Business Trade Secrets, the Business Copyrights and the Business Marks; (n) all Business Permits; (o) 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; (p) except as provided in Section 2.2(c) below and to the extent that they relate to Excluded Assets or Excluded Liabilities, all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or written materials, provided that Seller shall be given copies of the general ledger and accounting records as such documents exist as of the Closing Date; (q) the internet domain names that form part of the Business Marks, including, without limitation, those listed in Schedule 2.1(q) (the “Business Domain Names”), other than those specifically set forth in Schedule 2.2(p); provided, that Buyer grants Seller an exclusive, worldwide limited term license to those Business Domain Names identified with an asterisk (*) on Schedule 2.1(q) until such time as Seller is able to change its name and its ticker symbol; provided, further, that notwithstanding the foregoing, in no event shall the term of this limited term license exceed six (6) months from the Closing Date; (r) all other assets of any kind or nature of each of Seller and each of its Subsidiaries, other than the Excluded Assets, in each case, that relate to or are used in connection with the Business; and (s) all Inactive Patents and Inactive Marks listed on Schedule 2.1(s) to the extent Seller or any Subsidiary of Seller has any rights, title or interest therein.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the terms and conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, will sell, transfer, assignconvey, convey assign and deliver to the Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all assets, properties and associated rights (whether tangible or intangible) that are used or held for use by Seller primarily (except for those assets identified below as transferring only if they are “solely” related to, associated with, or used in the Buyer Business) for the Business, other than the Excluded Assets, as the same shall purchase from exist at and as of the Seller Parties and their AffiliatesClosing (collectively, pursuant to this Agreementthe “Purchased Assets”), free and clear of any and all Encumbrances Liens except Permitted Liens, comprised of the following assets: (except a) To the extent allowed under such Contracts, all rights, benefits and claims of Seller under (i) all Contracts entered into between Seller (or VocalData, Inc. as the predecessor of Seller) and customers for Permitted Encumbrancesthe purchase of products and/or services solely of the Business, including without limitation all open purchase and sales orders and the Contracts identified in Schedule 2.2(a)(i) (the “Assigned Customer Agreements”), (ii) all Contracts relating solely to the Business identified in Schedule 2.2(a)(ii), including all Seller purchase orders to vendors of the right, title and interest Business as of the Closing Date or items acquired for use in the Business, and (iii) all other Contracts which are entered into by Seller Parties in the ordinary course of the Business between the date hereof and their Affiliates the Closing Date and which relate solely to the assetsBusiness (collectively, properties the “Transferred Contracts”); (b) all inventories of raw materials, work in process, finished products and business inventoriable supplies owned by Seller and used or held for use by Seller solely in the operation of the Business, whether stored at a Seller location or at a third party location (excepting only the Excluded Assets“Inventory”); (c) all accounts, notes and other receivables to the extent they relate solely to the Business, which accounts, notes and other receivables as of every kind the date set forth therein are listed in Schedule 2.2(c); (d) all tangible personal property and description, wherever located, real, personal or mixed, tangible or intangible, interests therein used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”)Business, including, all right, title and interest comprised of the Seller Parties machinery, equipment and their Affiliates as of Closing to furniture reflected in the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Most Recent Balance Sheet (including assets such as Contracts subject to any Excluded Assets reflected therein) which no value was attributedtangible personal property and interests therein comprising Purchased Assets are described in Schedule 2.2(d); (be) All the Trademarks listed in Schedule 2.2(e); (f) originals or copies of all material papers and records (in physical, electronic, magnetic or optical format) in Seller’s care, custody or control to the extent that they relate primarily to the Business and that are owned by Seller as of the Closing Date, including all material purchasing and sales records, customer and vendor lists, accounting and financial records, product documentation, product specifications, marketing requirement documents, software release notes or orders and documentation relating to maintenance obligations or other Assumed Liabilities, but excluding minute books, stock transfer records, personnel records and Tax Returns of Seller and its Subsidiaries other than the Companies; (g) that part of the Transferred Intellectual Property Rights that is owned by Seller as of the Closing Date; (h) that part of the Transferred Technology that is owned by Seller as of the Closing Date; (i) any insurance proceeds or any claim to any insurance proceeds relating to any damage to or loss or destruction of any asset which occurs on or after the date of this Agreement and prior to the Closing, provided that such damaged asset is, or such lost or destroyed asset would have been, included in the assets acquired being transferred to Buyer hereunder; (j) all other assets reflected and/or described in the Most Recent Balance Sheet that are owned by Seller and that are used by Seller primarily in the Seller Parties Business, other than assets consumed or their Affiliates sold since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Most Recent Balance Sheet in accordance with up to the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed);Closing Date; and (ck) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at and rights to deposits with third parties to the Closing and primarily relating extent they relate solely to the Business, the Purchased Assets or the Assumed Liabilities;.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause LIN and their respective Affiliates to, sell, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties Parties, LIN and their respective Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances), all of the right, title and interest of the Seller Parties Parties, LIN and their respective Affiliates to the assets, properties and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used then owned or held for use primarily by the Seller Parties, LIN and/or their respective Affiliates and used exclusively in the Business (herein collectively referred to as the “Purchased Assets”), including, all right, title and interest of the Seller Parties Parties, LIN and their respective Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on accounts receivable outstanding at the Balance Sheet (including assets such as Contracts time of Closing generated by the Business prior to which no value was attributed)the Closing; (b) All assets acquired prepaid rentals and other prepaid expenses outstanding at the time of Closing arising from payments made by or on behalf of any Seller Party, LIN or any of their respective Affiliates for the Seller Parties or their Affiliates since the date benefit of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed)Business; (c) (x) The ReceivablesSeller FCC Authorizations and (y) all other assignable Governmental Permits exclusively related to the Station; (d) Any All Owned Real Property; (e) All machinery, equipment (including cameras, computers and office equipment), auxiliary and translator facilities, transmitting towers, transmitters, broadcast equipment, antennae, supplies, inventory (including all films, programs, records, tapes, recordings, compact discs, cassettes, spare parts and equipment), vehicles, furniture and other tangible personal property owned by the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business (“Tangible Personal Property”), including as set forth on Schedule 3.11; (f) All Intellectual Property owned by the Seller Parties, LIN or any of their respective Affiliates and used exclusively in the Business (the “Purchased Intellectual Property”), including the call sign WALA; (g) Subject to Section 5.6 (i) all contracts and agreements of the Seller Parties, LIN or any of their respective Affiliates to the extent such contracts and agreements are for the sale or barter of broadcast time on the Station for advertising or other purposes; (ii) all contracts and agreements of the Seller Parties, LIN or any of their respective Affiliates to the extent such contracts or agreements are for the purchase or lease, as applicable, of merchandise, supplies, equipment or other personal property, or for the receipt of services, in each case used exclusively in the Business; (iii) all contracts and agreements listed or described in Schedule 3.14 designated therein as an “Assumed Contract;” and (iv) any other contract or agreement entered into by any Seller Party, LIN or any of their respective Affiliates exclusively for the Business which (A) is of the general nature described in clauses (b), (c), (d), (g), (h), (i), (j), (k) or (l) of Section 3.14, but which, by virtue of the threshold amounts or other specific terms set forth in such subsections, is not required to be listed in Schedule 3.14 or (B) is entered into after the date hereof consistent with the provisions of Section 5.4 of this Agreement (the contracts and agreements referred to in this Section 2.1(g), collectively, the “Assumed Contracts”); (h) All claims or causes of action of the Seller Parties, LIN or any of their respective Affiliates, as applicable, against third parties to the extent that any such claims or causes of action arise out of the Purchased Assets or Assumed Liabilities; (i) All deposits made or held for the benefit of any of the Seller Parties, LIN or any of their respective Affiliates under or pursuant to contracts or agreements included in the Purchased Assets; (j) All management and other systems (including computers and peripheral equipment), databases, computer software, disks and similar assets owned by the Seller Parties, LIN or any of their respective Affiliates which are used exclusively in the Business, and all prepaymentslicenses of the Seller Parties, prepaid rentalsLIN and their respective Affiliates to the extent relating thereto; (k) All books and records of the Seller Parties, deposits (LIN or any of their respective Affiliates that relate exclusively to the Business, including on leasehold interests all files, logs, programming information and utilities)studies, technical information and prepaid expenses outstanding at the Closing engineering data, news and primarily advertising studies or consulting reports and sales correspondence exclusively relating to the Business; (l) All xxxxx cash held at the Station; and (m) All claims, rights and interests of the Seller Parties, LIN or any of their respective Affiliates in and to any refunds of Taxes or fees of any nature whatsoever for periods (or portions thereof) ending on or prior to the Closing Date, to the extent relating to Purchased Assets or the Assumed Liabilities;and which are included in Current Assets.

Purchase and Sale of Purchased Assets. Upon On the terms and subject to the conditions of this Agreementset forth herein, at the Closing, the Seller Parties shall, or Sellers shall cause their Affiliates to, sell, assign, transfer, assign, convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this AgreementSellers, free and clear of all any Encumbrances (except for other than Permitted Encumbrances), all of the Sellers’ right, title and interest of the Seller Parties and their Affiliates in, to the assets, properties and business (excepting only the Excluded Assets) following assets of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as collectively, the “Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded all accounts receivable held by Sellers arising with respect to the Business set forth on Schedule 1.01(a), net of customer deposits (the “Accounts Receivable”), and any security, claim, remedy or reflected on other right related to the Balance Sheet (including assets such as Contracts to which no value was attributed)Accounts Receivable; (b) All assets acquired by the Seller Parties or their Affiliates since the date all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates Business set forth on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles Schedule 1.01(b) (including assets such as Contracts to which no value would have been attributed“Inventory”); (c) The Receivablesall Contracts set forth on Schedule 1.01(c) (the “Assigned Contracts”); (d) Any and all prepayments, prepaid rentals, deposits Intellectual Property (including the Intellectual Property Registrations set forth on leasehold interests Schedule 1.01(d)) that is owned by Sellers and utilities)exclusively used or held for exclusive use in the conduct of the Business as currently conducted, together with all (i) royalties, fees, income, payments, and prepaid expenses outstanding at other proceeds now or hereafter due or payable to Sellers with respect to such Intellectual Property; and (ii) claims and causes of action with respect to such Intellectual Property, whether accruing on or after the Closing date hereof, including all rights to and primarily relating claims for damages, restitution, and injunctive and other legal or equitable relief for infringement, misappropriation, or other violation thereof (the “Intellectual Property Assets”). (e) all manufacturing, equipment, machinery, tools, vehicles, supplies, computers, telephones and other tangible personal property used in the Business and referenced on Schedule 1.01(e) (the “Manufacturing PPE”); (f) all Permits which are held by Sellers, required for the conduct of the Business and set forth on Schedule 1.01(f) (the “Assigned Permits”); (g) all rights to any Actions of any nature available to or being pursued by Sellers to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise (provided that the foregoing shall not limit the ability of Sellers or Owner to pursue any Action with respect to the Excluded Assets or the Excluded Liabilities); (h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees relating to the operation of the Business to the extent arising under an Assigned Contract or the Accounts Receivable and set forth on Schedule 1.01(h) (the “Prepaid Expenses”); (i) all of Sellers’ rights under warranties, indemnities and all similar rights against third parties solely to the extent related to any Purchased Assets or the Assumed Liabilities (but excluding any such rights to the extent related to any Excluded Assets or the Excluded Liabilities); (j) originals, or where not available, copies, of the books and records related to the operation of the Business other than the Excluded Books and Records (the “Books and Records”); provided, however, the Books and Records shall not include any of Sellers’ or any of Sellers’ Affiliates’ rights or privileges relating to any privileged communications among a Seller, any of a Seller’s Affiliates or their respective legal counsel or any attorney, including any attorney work-product created thereby (“Privileged Materials”); and (k) all goodwill and the going concern value of the Business.

Purchase and Sale of Purchased Assets. Upon On the terms and subject to the conditions of contained in this Agreement, at the Closing, the Buyer shall purchase, and Seller Parties shall, or shall cause their Affiliates to, sell, transferconvey, assign, convey transfer and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances any Liens, by appropriate instruments of conveyance reasonably satisfactory to Buyer (except for Permitted Encumbrancescollectively, the “Purchased Assets”): (a) assets and rights of Seller Owner set forth on Schedule 2.1(a), ; and (b) all of the Seller’s assets, properties and rights, other than the Excluded Assets, that are used in, held for use in, developed for use in, intended for use in, or necessary for the operation of, the Business, whether tangible or intangible, real, personal or mixed. Without limiting the generality of the foregoing, the Purchased Assets shall include all right, title and interest of Seller in and to the following, each only to the extent that they are used in, held for use in, developed for use in, intended for use in, or necessary for, the operation of the Business: (i) all Contracts other than Excluded Contracts (collectively, the “Assumed Contracts); (ii) all tangible personal property, leasehold interests and any associated rights and interests of Seller in all equipment, fixtures, furniture, furnishings, laptops, computers, data processing hardware, servers, workstations, tools, parts, supplies and other tangible personal property owned or leased by Seller; (iii) all accounts receivable and unbilled revenue of the Business as of the Closing Date which relate to services under or with respect to the Assumed Contracts, the Business or the Purchased Assets performed by Seller on or prior to the Closing Date; (iv) all prepaid rentals, deposits, advances and other prepaid expenses, to the extent relating to the Business, the Assumed Contracts or the Purchased Assets; (v) all rights and interests in any consents, approvals, permits and other authorizations held specifically for use in the Business; (vi) all Intellectual Property Rights, including all goodwill associated with such Intellectual Property Rights, and all rights of Seller to sxx for and receive damages or other relief in respect of any past infringement or other violation of any rights thereto (vii) all trademarks or tradenames used or held in connection with the Business, including without limitation those that are listed on Schedule 2.1(b)(vii); (viii) all rights and interests of Seller Parties in the Internet domain names and their Affiliates Internet Protocol addresses used or held for use in the Business, including those that are set forth on Schedule 2.1(b)(viii); (ix) all owned or leased real property; (x) all physical inventory held by Seller; (xi) except as provided in Section 2.2(b) and Section 2.2(c) below, all Books and Records of Seller relating to the Business; (xii) all rights and claims (whether contingent or absolute, matured or unmatured and whether in tort, contract or otherwise) against any other Person which relate to the Business or the Purchased Assets, including any Liens, judgments, causes of action and rights of recovery; (xiii) all documentation, sales and promotional literature, workplans, due diligence materials, market assessments, business development opportunities and materials, client lists, client work papers, services agreement drafts, other Contract drafts, strategies, logos, designs, proposals, requests for proposal, reports, plans and models; and (xiv) all other properties, assets, properties claims, rights and business entitlements of any kind, character and description whatsoever (excepting only whether or not reflected on the Excluded Assets) respective books of every kind Seller and description, wherever located, whether real, personal or mixed, tangible or intangible, used contingent or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”otherwise), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed); (c) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;.

Purchase and Sale of Purchased Assets. Upon (a) Subject to the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, sell, transfer, assignconvey, convey assign and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of from all Encumbrances (except for other than Permitted Encumbrances), and Buyer shall purchase, acquire and accept from Seller, all of Seller's right, title and interest, as of the Closing, in and to the Purchased Assets. (In the event, following the Closing, that Seller or Buyer discovers that any of the Purchased Assets were held at the time of Closing by any Affiliate of Seller and not transferred to Buyer at the Closing, Seller shall cause the transfer thereof to Buyer or Buyer's designee as promptly as commercially practicable after such discovery.) (b) Notwithstanding anything contained in this Agreement to the contrary, (i) from and after the Closing, Seller and its Affiliates shall retain all of their right, title and interest of the Seller Parties in and their Affiliates to the assetsRetained Assets (subject to Buyer's rights under the License Agreement of even date herewith); and (ii) Seller may retain a copy of all Books and Records, properties Marketing Materials and business other documents or materials conveyed hereunder for archival purposes, for purposes of fulfilling its obligations under applicable Law and for purposes of performing its obligations under the Interim Supply Agreement (excepting only and for no other uses or purposes, including for filing, or providing to others to file, for future New Drug Applications or INDs for pharmaceutical products in which terbutaline sulfate is the Excluded Assets) of every kind and description, wherever located, real, personal sole or mixed, tangible or intangible, used or held for use primarily in the Business (herein collectively referred to as the “Purchased Assets”primary active ingredient), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed); (c) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets or the Assumed Liabilities;.

Purchase and Sale of Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Non-US Sellers shall (and US Seller Parties shall, or shall cause their Affiliates the Non-US Sellers to) sell, sellassign, transfer, assign, convey and deliver deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, free and clear of all Encumbrances (except for Permitted Encumbrances)Non-US Sellers, all of the Non-US Sellers’ right, title and interest of the Seller Parties interest, in and their Affiliates to the assets, properties and business rights specifically set forth on Schedule 2.2 in each case free and clear of any Encumbrances other than Permitted Encumbrances. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Canadian Seller and the US Seller shall, and shall cause their respective Affiliates (excepting only collectively, the Canadian Seller, the US Seller and their respective Affiliates (other than the Company), the “Asset Sellers”) to, sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Buyer or its designated Affiliates, in each case free and clear of any Encumbrance other than Permitted Encumbrances, and the Buyer or its designated Affiliates shall purchase from the Asset Sellers all of the Asset Sellers’ right, title and interest in and to the assets, properties and rights primarily used or primarily held for use in connection with the Business as conducted by the Asset Sellers as of the Closing Date in the United States and Canada, other than the Excluded Assets (collectively, together with the assets, properties and rights specifically set forth on Schedule 2.2, the “Purchased Assets”) including all of every kind the Asset Sellers’ right, title and descriptioninterest in and to the following: (a) all Contracts and agreements set forth on Schedule 2.2(a) (the “Assumed Contracts”), wherever locatedand all confidentiality agreements with or agreements containing obligations of prospective purchasers of the Business or the Company or any portion thereof, realand, personal in each case, the interests, rights, claims and benefits pursuant thereto and associated therewith; (i) all accounts receivable, notes receivable and other receivables due to the Asset Sellers that arise primarily out of the operation of the Business and (ii) the bank account of the Canadian Seller listed on Schedule 4.23 (the “Canadian Bank Account”); (c) all Equipment owned by the Asset Sellers (and in each case, only such items that are located at, or mixedon, tangible any Owned Real Property or intangibleLeased Real Property as of the date hereof or with respect to moveable property such as laptops, such assets primarily dedicated to, and used in, the Business); (d) all raw materials, work-in-progress, finished goods, supplies, packaging materials and other inventories owned by the Asset Sellers and used or held for use primarily in the Business; (e) all Permits held by the Asset Sellers and used or held for use primarily in the Business (herein the “Business Permits”), but only to the extent such Permits may be transferred under applicable Law; (f) all credits, prepaid expenses and security deposits relating primarily to the Business; (g) copies of all employment and personnel information, including all employment records primarily used in or held for use in the Business, with respect to each Non-US Transferred Business Employee, in each case, to the extent permitted to be transferred by applicable Law; (h) all Intellectual Property owned by the Asset Sellers that is primarily used or held for use in the Business (the “Transferred IP”), including the “ACCESS TECHNOLOGIES” trademarks, all variations of the “DURA” trademark, and all rights in the IQ360 Software and all related data and documentation together with (i) all common law rights in and to the foregoing, (ii) all registrations, applications, renewals, extensions, continuations, divisions, continuations in part, reissues, reexaminations, or foreign counterparts or equivalents of the Transferred IP, and all goodwill associated with any of the Transferred IP, (iii) all rights to xxx for and receive all damages from past, present, and future infringements or violation of the Transferred IP, (iv) all income, royalties, or due or payable after the Closing under and with respect to any of the Transferred IP, (v) all rights corresponding to any of the Transferred IP arising in any jurisdiction in the world; and (vi) all tangible embodiments of the Transferred IP; (i) all product inventories, raw and packaging materials, goods in transit, parts, work-in-process and finished goods and products, in each case to the extent primarily used or held for primary use in the Business; (j) a copy of (A) all business and employment records primarily used in or held for primary use in the Business, (B) all of the separate financial statements, books of account and Tax records primarily used or held for exclusive use in the Business and that do not form part of the general ledger of the Asset Sellers, (C) all prosecution files, certificates, notices and registrations relating primarily to the Intellectual Property that is a Purchased Asset, and (D) all other books, records, ledgers, files, documents and marketing materials primarily used or held for primary use in the Business; (k) all goodwill of the Business; (l) all phone numbers, customer hotlines/contact systems, UPC or EAN codes, QR codes, websites, and social media accounts, in each case to the extent primarily used or held for primary use in the Business; and (m) the assets set forth on Schedule 2.2(m). Notwithstanding any other provision in this Agreement to the contrary, no asset, claim, right or benefit, the assignment or transfer of which is otherwise contemplated by this Agreement, shall be assigned or transferred if such assignment or transfer (or attempt to make such an assignment or transfer) without the consent or approval of a third party would constitute a breach, violation or other contravention of the rights of such third party (such assets, claims, rights or benefits being collectively referred to herein as the “Purchased Restricted Assets”) until such consent or approval is obtained, at which time such Restricted Asset shall be automatically assigned or transferred. If any such consent or approval is not obtained prior to the Closing, (i) the assigning party shall continue to hold such Restricted Asset in trust for the Buyer and use its commercially reasonable efforts to preserve such Restricted Asset, (ii) each party shall use commercially reasonable efforts to cooperate with the other party in attempting to obtain any such consent or approval (provided, that the assigning party shall not be required to incur any out-of-pocket cost in respect thereof), including(iii) the assigning party shall endeavor to provide the assignee party with the benefits under each Restricted Asset as if such Restricted Asset had been assigned to the assignee party (including by means of any licensing, operating, subcontracting, sublicensing or subleasing arrangement), if the same is permitted under the applicable Restricted Asset, and (iv) the assignee party shall bear all rightthe costs, title liabilities and interest burdens with respect to any such Restricted Asset. For the avoidance of doubt, by purchasing the Interests pursuant to Section 2.1, the Buyer is acquiring all of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed); (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties Company and neither Section 2.2 nor Section 2.3 shall supersede or their Affiliates on such date, would have been recorded or reflected on otherwise affect the Balance Sheet purchase and sale of Interests in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed); (c) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Business, the Purchased Assets Section 2.1 or the Assumed Liabilities;assets held by the Company.

Purchase and Sale of Purchased Assets. Upon (a) Subject to and upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller Parties shall, or shall cause their Affiliates to, agrees to sell, transfer, assign, transfer and convey and deliver to the Buyer, and the Buyer shall purchase from the Seller Parties and their Affiliates, pursuant to this Agreement, Purchaser free and clear of all Encumbrances Liens and the Purchaser agrees to purchase from the Seller, on the Closing Date (except for Permitted Encumbrancesas defined in Section 4), certain assets utilized in the conduct of the Business which are listed below (and otherwise as noted below): (i) All machinery and equipment, trade fixtures, tooling, molds, dies, spare parts and instruments which are used exclusively in the Business (and certain other fixed assets that are used both in the Business and in other product lines of the Seller), all of which fixed assets are listed on Schedule 1(a)(i) hereto, and any other such assets acquired by the Seller in the ordinary course of the Business from the date hereof to the Closing Date (the "Tangible Assets"); provided however, that possession of the Retained Equipment (as -------- ------- defined in the Manufacturing and Supply Agreement (as defined in Section 9(c)) shall be transferred from the Seller to the Purchaser at the termination of the Manufacturing and Supply Agreement in accordance with the terms thereof; (ii) All of the Seller's inventories of raw materials, work-in-process and finished goods (including packaging material) related exclusively to the Business (the "Inventory"); (iii) All registered and unregistered trademarks, tradenames, service marks and copyrights (including any and all registrations and applications for the foregoing), owned by, or registered in the name of the Seller or any of its Affiliates (including all licenses, consents, approvals and covenants with respect thereto) which are used exclusively in the Business or in the design, manufacture, sale or distribution of Products throughout the world, all of which are listed on Schedule 1(a)(iii) hereto, and any other such assets acquired by the Seller in the ordinary course of the Business or in the design, manufacture, sale or distribution of Products throughout the world from the date hereof to the Closing Date; (iv) All letters patent and patent applications of the Seller or any of its Affiliates (including all licenses with respect thereto), and all reissues, divisions, continuations-in-part and extensions thereof which are used exclusively in the Business or in the design, manufacture, sale or distribution of Products throughout the world, all of which are listed on Schedule 1(a)(iv) hereto, and the Seller's right, title and interest in all technology, know-how, technical information, inventions, research records and other documentation, formulae, processes, techniques, technical information, manufacturing and engineering drawings and information and trade secrets (including all licenses, consents, approvals and covenants with respect thereto) which relate exclusively to the Business or in the design, manufacture, sale or distribution of Products throughout the world (together with the assets in clauses (iii), (vii), (ix) and (x), the "Intellectual Property"); (v) All rights and privileges of the Seller Parties under and their Affiliates pursuant to sales contracts of the Seller entered into in the ordinary course of the Business but only to the assetsextent to which they relate to the Business, properties all of which involving payments individually in an aggregate amount greater than $50,000 for each such contract, are listed in Schedule 1(a)(v) hereto, and business (excepting only the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, used or held for use primarily any sales contracts which are entered into in the ordinary course of the Business from the date hereof to the Closing Date, to the extent that such sales contracts are uncompleted and outstanding because products have not been shipped by the Seller prior to the Closing Date, but not including contracts or arrangements relating to rebates unless such contracts or arrangements are listed on Schedule 1(a)(v); (herein vi) All rights and privileges of the Seller under and pursuant to contracts or agreements listed in Schedule 1(a)(vi) hereto (together with the contracts described in clause (v) and the licenses, consents, approvals and covenants described in clauses (iii) and (iv), the "Assigned Contracts"); (vii) All rights and privileges of the Seller under all guarantees, warranties, indemnities and other similar rights with respect to any Purchased Asset (as defined below) and under all permits, licenses, approvals and qualifications (the "Licenses") held by the Seller exclusively for the purpose of permitting the manufacture, distribution or sale of Products or exclusively in the conduct of the Business, in each case, to the extent assignable; (viii) All rights, claims and causes of action of the Seller against any third parties with respect to the Business; (ix) All supplier lists, advertising and promotional materials, price and product lists, sales records and files, books, records, catalogues, manuals, financial and accounting records, marketing surveys, production records, quality control records, papers, software, correspondence and computerized reports of the Seller (or portions of any aggregated or compiled materials) relating exclusively to the Business; and (x) All customer lists, distribution lists and prospective customer lists of the Seller relating exclusively to the Business and the goodwill of the Seller (or portions of any aggregated or compiled materials) relating exclusively to the Business. The items of property referred to in Sections 1(a)(i) through 1(a)(x) above are hereinafter collectively referred to as the “"Purchased Assets”), including, all right, title and interest of the Seller Parties and their Affiliates as of Closing to the following (excepting only the Excluded Assets): (a) All assets recorded or reflected on the Balance Sheet (including assets such as Contracts to which no value was attributed);". (b) All assets acquired by the Seller Parties or their Affiliates since the date of the Balance Sheet, which, had they been held by the Seller Parties or their Affiliates on such date, would have been recorded or reflected on the Balance Sheet Notwithstanding anything in accordance with the Agreed Accounting Principles (including assets such as Contracts to which no value would have been attributed); (cSection 1(a) The Receivables; (d) Any and all prepayments, prepaid rentals, deposits (including on leasehold interests and utilities), and prepaid expenses outstanding at the Closing and primarily relating to the Businesscontrary, the Purchased Assets or shall not include the Assumed Liabilities;assets listed on Schedule 1(b) (the "Excluded Assets").