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

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser (or to one or more Affiliates of the Purchaser designated by the Purchaser at or prior to Closing), and the Purchaser shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller and, with respect to the BTI Assets, BTI the following assets and properties of the Seller or BTI (the ”Purchased Assets”): (i) all of the Seller’s right, title and interest in, to and under the Owned Intellectual Property (including Patents claiming any Trade Secrets existing as of the Closing Date) and the Transferred IP Agreements, 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; (ii) all Claims, causes of action, choices 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 Owned Intellectual Property and the Transferred IP Agreements; (iii) all literature and graphical or written expressions, in whatever form, related to the Owned Intellectual Property, including technical documentation, user manuals, and development documentation; (iv) such equipment, machinery, furniture, fixtures and other tangible personal property owned by the Seller or BTI to be set forth in writing by the Purchaser on or prior to the Closing; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing; (v) to the extent transferable under applicable law, the military service exemptions applicable to any employees of the Seller who are hired by the Purchaser pursuant to this Agreement; and (vi) to the extent transferable, any franchises, permits, licenses, agreements, waivers and authorizations of any Governmental Authority held or used by the Seller or BTI in connection with any items listed in clause (i), (ii), (iii), (iv) or (v) of this Section 2.01; provided, however, that with respect to such franchises, permits, licenses, agreements, waivers or authorizations that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTI. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall retain, and the Purchaser shall not purchase from the Seller, any of the assets and properties owned by the Seller, other than the Purchased Assets.

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions of set forth in this Agreement, at the ClosingClosing the Purchaser will purchase and acquire from the Seller, and the Seller shall will sell, transfer, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, deliver to the Purchaser (or to one or more Affiliates of the Purchaser designated by the Purchaser at or prior to Closing)Purchaser, and the Purchaser shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller and, with respect to the BTI Assets, BTI the following assets and properties of the Seller or BTI (the ”Purchased Assets”): (i) all of the Seller’s its right, title and interest inin and to all of the assets used primarily in the operation of the Business, other than the Excluded Assets, wherever located and whether or not reflected on the Balance Sheet (collectively, the "Purchased Assets"), including the following assets: (a) all accounts and notes receivable and other claims for money due to the Seller, arising from the rendering of services or the sale of goods or materials by the Business, as the same exist on the Closing Date; (b) all raw materials, work in process, supplies, spare parts and under finished goods inventories owned by the Owned Intellectual Property Seller and used primarily in the operation of the Business, as the same exist on the Closing Date; (c) all contracts, agreements, commitments (including Patents claiming any Trade Secrets existing pending bids and proposals) and instruments to which the Seller is a party used in the operation of the Business, as of the Closing Date, including those listed on Schedule 2.1(c) and of the Transferred IP AgreementsDisclosure Schedules, copies and tangible embodiments thereof all unfilled orders outstanding as of the Closing Date for the purchase of raw materials, goods or services by the Seller in whatever form or mediumconnection with the Business, and all rights to xxx and recover damages unfilled orders outstanding as of the Closing Date for pastthe sale of goods or services provided by the Business (collectively, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereofthe "Contracts"); (iid) all Claimsmachinery, causes of action, choices 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)tools, related to the Owned Intellectual Property and the Transferred IP Agreements; (iii) all literature and graphical or written expressionsdies, in whatever form, related to the Owned Intellectual Property, including technical documentation, user manuals, and development documentation; (iv) such test equipment, machinery, furniture, fixtures fixtures, vehicles and other tangible personal property owned by the Seller and used or BTI held for use primarily in the operation of the Business as of the Closing Date, including the items listed on Schedule 2.1(d) of the Disclosure Schedules, and, to be set forth the extent of the Seller's interest therein, all machinery and equipment used or held for use primarily in writing the operation of the Business, which is (i) owned and/or furnished by the Purchaser on U.S. Government or (ii) subject to the terms of an equipment lease (collectively, the "Machinery and Equipment"); (e) all patents, patent applications, licenses, trademarks, trade names (except for the right to use the name "General Dynamics"), domain names, computer software, data, copyrights, documentation, trade secrets, confidential business information (including formulas, compositions, inventions and manufacturing and production processes and techniques, drawings, designs, technical data, customer and supplier data, pricing and cost information), all results and other information related to any research and development project, in each of the foregoing cases owned by the Seller primarily in connection with the Business, and all other intellectual property rights (in whatever form or medium), to the extent of the Seller's interest therein, used primarily in the operation of the Business as of the Closing Date (collectively, the "Intellectual Property"); (f) to the extent legally transferable, all Permits held by the Seller and used primarily in the operation of the Business as of the Closing Date; (g) all of the Seller's claims, deposits, prepayments, prepaid assets, refunds (excluding Tax refunds with respect to periods prior to the ClosingClosing Date), causes of action, rights of recovery, rights of set off and rights of recoupment of the Seller as of the Closing Date, in each case to the extent they relate primarily to the Business, including all rights of the Seller under any property, casualty, workers' compensation or other insurance policy or related insurance services contract and warranties and guaranties received from vendors, suppliers or manufacturers, to the extent such rights relate to any Assumed Liability or any of the Purchased Assets; (h) all books, records, ledgers, files, documents, correspondence, lists, plats, specifications, surveys, invoices, customer and supplier lists, drawings, creative materials, advertising and promotional materials, studies, reports and other materials (in whatever form or medium) owned by the Seller as of the Closing Date, in each case to the extent that they relate primarily to the Business or the Business Employees; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect will be entitled to such tangible personal property that the Seller retain copies of any materials it deems reasonably necessary for its tax, accounting, human resources, legal or BTI reasonably requires to conduct the Business in Korea after the Closingother business purposes; (vi) all real property owned by the Seller used in the operation of the Business as of the Closing Date, together with all buildings, structures, improvements, fixtures and fittings located on or attached to such real property, and all rights, privileges, easements and other appurtenances belonging thereto, in each case as described on Schedule 5.9(a) of the extent transferable under applicable law, Disclosure Schedules (the military service exemptions applicable to any employees "Owned Real Property"); (j) all leasehold interests of the Seller who are hired by in the Purchaser pursuant to this Agreementleases and occupancy agreements, in each case as described on Schedule 5.9(b) of the Disclosure Schedules (the "Leased Real Property"); and (vik) to except for cash and cash equivalents, all other assets not specifically set forth herein but reflected on the extent transferableBalance Sheet, except any franchisessales, permitstransfers, licenses, agreements, waivers retirements or dispositions of such assets made between the date of the Balance Sheet and authorizations of any Governmental Authority held or used by the Seller or BTI Closing Date in connection accordance with any items listed in clause (i), (ii), (iii), (iv) or (v) the terms of this Section 2.01; provided, however, that with respect to such franchises, permits, licenses, agreements, waivers or authorizations that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTIAgreement. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall retain, and the Purchaser shall not purchase from the Seller, any of the assets and properties owned by the Seller, other than the Purchased Assets.

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions of contained in this Agreement, at the Closing, the Seller Buyer shall purchase, and Sellers shall sell, convey, assign, transfertransfer and deliver to Buyer, convey free and deliverclear of any Encumbrances, by appropriate instruments of conveyance in substantially the forms attached hereto as Exhibits C-1 through C-4, all of Sellers’ assets, properties and rights, other than the Excluded Assets, that that relate to or are used, developed for use or held for use or useful in connection with, or cause to be soldnecessary for the operation of, assignedthe Business, transferredwhether tangible or intangible, conveyed and deliveredreal, to personal or mixed (collectively, the Purchaser (or to one or more Affiliates of the Purchaser designated by the Purchaser at or prior to Closing), and the Purchaser shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller and, with respect to the BTI Assets, BTI the following assets and properties of the Seller or BTI (the ”“Purchased Assets”):). Without limiting the generality of the foregoing, the Purchased Assets shall include all right, title and interest of Sellers in and to the following: (i) all Contracts that relate to or are used in, or held for use in connection with, the operation of the Seller’s rightBusiness (collectively, title the “Assumed Contracts”), including the Contracts identified in Schedule 2.1(a)(i), including any work in progress associated therewith, which shall include: (A) all Contracts with customers and interest in, vendors relating to the Business (other than Excluded Contracts); (B) all rights and under the Owned 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, developed for use, or held for use in the Business; and (including Patents claiming C) 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 Trade Secrets existing as of the Closing Date) and the Transferred IP Agreements, 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 thereofSeller; (ii) all Claimstangible personal property, causes of action, choices in action, leasehold interests and any associated rights of recovery and rights of setoff interests of any kind (including rights to insurance proceeds and rights under and pursuant to Seller in all warranties, representations and guarantees made by suppliers of products, materials, or equipment, fixtures, furniture, furnishings, laptops, computers, data processing hardware, servers, workstations, tools, parts, supplies and other tangible personal property leased by any Seller and used, useful or components thereof), related to held for use in the Owned Intellectual Property and the Transferred IP AgreementsBusiness; (iii) all literature accounts receivable and graphical unbilled revenue on the books and records of the Sellers as of the Closing Date which relate to services under or written expressions, in whatever form, related with respect to the Owned Intellectual PropertyAssumed Contracts, including technical documentation, user manuals, and development documentationthe Business or the Purchased Assets performed by any Seller on or prior to the Closing Date; (iv) such 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 equipment, machineryfixtures, furniture, fixtures furnishings, laptops, computers, workstations, tools, parts, supplies and other tangible personal property owned by that relate to or are used in, or held for use in connection with, or necessary for the Seller or BTI to be set forth in writing by the Purchaser on or prior to the Closing; providedoperation of, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after (other than the ClosingExcluded Assets); (v) to the extent transferable under applicable law, the military service exemptions applicable to any employees of the Seller who are hired by the Purchaser pursuant to this Agreement; and (vi) to all rights and interests in any consents, approvals, Permits and other authorizations used or held for use in the extent transferableBusiness; (vii) all Business Intellectual Property, any franchises, permits, licenses, agreements, waivers including all goodwill associated with such Business Intellectual Property and authorizations all rights of any Governmental Authority held Seller to xxx for and receive damages or other relief in respect of any past infringement or other violation of any rights thereto; (viii) all rights and interests of Sellers and Sellers’ Affiliates in the names “On-Site,” “On-Site Manager,” “On-Site Labs, “On-Site Data,” “DepositIQ,” “RentersIQ,” and “Relocation Services,” 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; (ix) all telephone numbers, including all “800”, “888” and other toll-free and local telephone numbers, and facsimile numbers used by the Seller or BTI in connection with the Business; (x) 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(a)(x); (xi) except as provided in Section 2.1(b)(iii) and Section 2.1(b)(iv) below, all Books and Records of Sellers relating to the Business; (xii) Sellers’ bank accounts, cash accounts, investment accounts, merchant accounts, lockboxes and other similar accounts; (xiii) all Restricted Cash, amounts due to customers and net credit balances of the Sellers as of the Closing Date; (xiv) all rights and claims (whether contingent or absolute, matured or unmatured and whether in tort, contract or otherwise) against any items listed in clause (i), (ii), (iii), (iv) or (v) of this Section 2.01; provided, however, that with respect other Person which relate to such franchises, permits, licenses, agreements, waivers or authorizations that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTI. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall retain, and the Purchaser shall not purchase from the Seller, any of the assets and properties owned by the Seller, other than the Purchased Assets., including any Encumbrances, judgments, causes of action and rights of recovery;

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject Subject to the conditions provisions of this AgreementSection 2.2, at the ClosingClosing the Purchaser will purchase from the Seller, and the Seller shall will sell, transfer, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, deliver to the Purchaser (or to one or more Affiliates of the Purchaser designated by the Purchaser at or prior to Closing)Purchaser, and the Purchaser shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller and, with respect to the BTI Assets, BTI the following assets and properties of the Seller or BTI (the ”Purchased Assets”): (i) all of the Seller’s right, title and interest inin and to all of the assets, rights and properties that are owned by the Seller and used or held for use in connection with the Division, wherever such assets, rights or properties are located (collectively, the "PURCHASED ASSETS"), including the following assets, rights and properties: (a) subject to Section 2.2(a), all of the Seller's rights and benefits under all contracts, agreements, commitments, leases, licenses, instruments, guaranties, bids and proposals listed on Schedule 2.1(a) of the Owned Intellectual Property Disclosure Schedules, including any confidentiality agreements between the Seller and any prospective purchaser of all or any portion of the Division, all unfilled orders relating to the customer contracts set forth on Schedule 2.1 (a) outstanding as of the Closing Date (a schedule of which shall be delivered by the Seller to the Purchaser on the Closing Date) for the purchase of raw materials, goods or services by the Seller in connection with the Division, and all unfilled orders outstanding as of the Closing Date for the sale of goods or services by the Seller in connection with the Division (collectively, the "CONTRACTS"); (b) all equipment, including Patents claiming any Trade Secrets existing computer network equipment, test equipment, spare parts, furniture, fixtures, automobiles and trucks owned by the Seller and used or held for use in connection with the Division as of the Closing Date, and all of the interest of the Seller in the machinery and equipment used or held for use by the Seller in connection with the Division as of the Closing Date under equipment leases included in the Contracts (collectively, the "MACHINERY AND EQUIPMENT"), all of which shall be set forth in Schedule 2.1(b) of the Disclosure Schedules; (c) the source code and object code for the IWS product (it being understood that the Seller will retain copies thereof), and all Copyrights, Patent Rights, patent disclosures, industrial designs, inventions (whether or not patentable or reduced to practice) and improvements to and extensions of any of the Transferred IP Agreementsforegoing, copies Trademarks and tangible embodiments thereof all associated goodwill owned by the Seller and used or held for use in solely connection with the Division as of the Closing Date, including those as set forth on Schedule 2.1(c) of the Disclosure Schedules, and all Software and Trade Secrets and other intellectual property rights (in whatever form or medium, ) owned and all rights to xxx and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof; (ii) all Claims, causes of action, choices 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 Owned Intellectual Property and the Transferred IP Agreements; (iii) all literature and graphical or written expressions, in whatever form, related to the Owned Intellectual Property, including technical documentation, user manuals, and development documentation; (iv) such equipment, machinery, furniture, fixtures and other tangible personal property owned used by the Seller or BTI to be set forth in writing by connection with the Purchaser on or prior to Division as of the Closing; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing; Closing Date (v) to the extent transferable under applicable lawcollectively, the military service exemptions applicable to any employees of the Seller who are hired by the Purchaser pursuant to this Agreement"INTELLECTUAL PROPERTY"); and (vid) copies of all records and any other material documents (regardless of the media in which they are stored) relating to the extent transferablePurchased Assets and the Assumed Liabilities, any franchises, permits, licenses, agreements, waivers and authorizations of any Governmental Authority held or used it being acknowledged by the Seller or BTI in connection with any items listed in clause (i), (ii), (iii), (iv) or (v) of this Section 2.01; provided, however, that with respect to such franchises, permits, licenses, agreements, waivers or authorizations parties that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTIwill retain copies of same. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall retain, and the Purchaser shall not purchase from the Seller, any of the assets and properties owned by the Seller, other than the Purchased Assets.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall (and shall cause its Affiliates to) sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser (or to one or more Affiliates of the Purchaser designated by the Purchaser at or prior to Closing)Acquisition Co., and the Purchaser Acquisition Co. shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller, free and clear of all Encumbrances, all of the Seller's (and its Affiliates') right, title and interest in, to and under all of the assets, properties, and business of every kind and description and wherever located, whether tangible or intangible and whether now existing or hereafter acquired, directly or indirectly owned by the Seller (or any of its Affiliates) or to which the Seller (or any of its Affiliates) is directly or indirectly entitled and, with respect in any case, belonging to, or used or intended to be used in, the BTI AssetsEquipment as described below, BTI the following assets and properties any goodwill related to any of the Seller or BTI foregoing (the ”assets to be purchased by the Acquisition Co. being referred to as, the "Purchased Assets”):"), including the following: (i) all but not less than all of the "Equipment" listed in the aggregated Bills of Sale attached in Exhibit A which consists of the following; Bitmain Antminer S9's. Racks Power Supplies Network Switches LAN Cables PDU's Power Cables Desktop Control Servers Software licenses (ii) all books and records pertaining to ownership of the Equipment as applicable, including all books of account, general, financial, Tax, invoices, shipping records, supplier lists, machinery and equipment maintenance files, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, correspondence with any Governmental Authority, sales records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, marketing and promotional surveys, material and research, studies and reports, research and files relating to the Owned Intellectual Property on the servers of the Equipment, and any other documents, records, correspondence and files and any rights thereto, in each case owned, associated with or employed by the Seller or any of its Affiliates in connection with the Equipment, and all copies thereof, other than organization documents, minute and stock record books and the corporate seal of the Seller or its Affiliates; (iii) all of the Seller’s 's or its Affiliates' right, title and interest in, to and under the Owned Intellectual Property (on the servers in the Equipment, and an assignment of third party software embedded within the Equipment including Patents claiming original and copies of any Trade Secrets existing as and all documentation of the Closing Date) assignment of such rights, title, and the Transferred IP Agreementsinterest to Seller, 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; (iiiv) all Claims, causes of action, choices in action, rights of recovery Claims and rights of setoff to any Actions of any kind nature available or being pursued by the Seller or any of its Affiliates, related to the Equipment, whether arising by way of counterclaim or otherwise; (including v) all rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials, materials or equipment, or components thereof)thereof or by any other Person, related to the Owned Intellectual Property and the Transferred IP Agreements; (iii) all literature and graphical or written expressionsEquipment, in whatever form, related to the Owned Intellectual Property, including technical documentation, user manuals, and development documentation; (iv) such equipment, machinery, furniture, fixtures and other tangible personal property owned by the Seller or BTI to be set forth in writing by the Purchaser on or prior to the Closing; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing; (v) to the extent transferable under applicable law, the military service exemptions applicable to any employees of the Seller who are hired by the Purchaser pursuant to this Agreementas applicable; and (vi) all of the Seller's or its Affiliates' right, title and interest at the Closing in, to and under all other assets, rights and claims of every kind and nature used or intended to be used in the extent transferableoperation of, any franchises, permits, licenses, agreements, waivers and authorizations of any Governmental Authority held or used by the Seller or BTI in connection with any items listed in clause (i), (ii), (iii), (iv) or (v) of this Section 2.01; provided, however, that with respect to such franchises, permits, licenses, agreements, waivers or authorizations that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closingresiding with, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTIEquipment. (b) Notwithstanding anything Each Seller's executed Xxxx of Sale attached in Section 2.01(a) Exhibit A shall be evidence of each Seller's agreement to the contrary, the Seller shall retain, terms and the Purchaser shall not purchase from the Seller, any conditions of the assets and properties owned by the Seller, other than the Purchased Assetsthis Agreement.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closing, the Seller shall (and shall cause its Affiliates to) sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser (or to one or more Affiliates of the Purchaser designated by the Purchaser at or prior to Closing)Acquisition Co., and the Purchaser Acquisition Co. shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller, free and clear of all Encumbrances, all of the Seller's (and its Affiliates') right, title and interest in, to and under all of the assets, properties, and business of every kind and description and wherever located, whether tangible or intangible and whether now existing or hereafter acquired, directly or indirectly owned by the Seller (or any of its Affiliates) or to which the Seller (or any of its Affiliates) is directly or indirectly entitled and, in any case, belonging to, or used or intended to be used in, the Equipment as described below, and any goodwill related to any of the foregoing (the assets to be purchased by the Acquisition Co. being referred to as, the "Purchased Assets"), including the following: (i) all but not less than all of the "Equipment" listed in the aggregated Bills of Sale attached in Exhibit A which consists of the following; Bitmain Antminer S9's. Racks Power Supplies Network Switches LAN Cables PDU's Power Cables Desktop Control Servers Software licenses 6 (ii) all books and records pertaining to ownership of the Equipment as applicable, including all books of account, general, financial, Tax, invoices, shipping records, supplier lists, machinery and equipment maintenance files, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, correspondence with respect any Governmental Authority, sales records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, marketing and promotional surveys, material and research, studies and reports, research and files relating to the BTI AssetsOwned Intellectual Property on the servers of the Equipment, BTI and any other documents, records, correspondence and files and any rights thereto, in each case owned, associated with or employed by the following assets Seller or any of its Affiliates in connection with the Equipment, and properties all copies thereof, other than organization documents, minute and stock record books and the corporate seal of the Seller or BTI its Affiliates; (the ”Purchased Assets”): (iiii) all of the Seller’s 's or its Affiliates' right, title and interest in, to and under the Owned Intellectual Property (on the servers in the Equipment, and an assignment of third party software embedded within the Equipment including Patents claiming original and copies of any Trade Secrets existing as and all documentation of the Closing Date) assignment of such rights, title, and the Transferred IP Agreementsinterest to Seller, 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; ; (iiiv) all Claims, causes of action, choices in action, rights of recovery Claims and rights of setoff to any Actions of any kind nature available or being pursued by the Seller or any of its Affiliates, related to the Equipment, whether arising by way of counterclaim or otherwise; (including v) all rights to insurance proceeds and rights under and pursuant to all warranties, representations and guarantees made by suppliers of products, materials, materials or equipment, or components thereof)thereof or by any other Person, related to the Owned Intellectual Property Equipment, as applicable; and the Transferred IP Agreements; (iii) all literature and graphical or written expressions, in whatever form, related to the Owned Intellectual Property, including technical documentation, user manuals, and development documentation; (iv) such equipment, machinery, furniture, fixtures and other tangible personal property owned by the Seller or BTI to be set forth in writing by the Purchaser on or prior to the Closing; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing; (v) to the extent transferable under applicable law, the military service exemptions applicable to any employees of the Seller who are hired by the Purchaser pursuant to this Agreement; and (vi) all of the Seller's or its Affiliates' right, title and interest at the Closing in, to and under all other assets, rights and claims of every kind and nature used or intended to be used in the extent transferableoperation of, any franchises, permits, licenses, agreements, waivers and authorizations of any Governmental Authority held or used by the Seller or BTI in connection with any items listed in clause (i), (ii), (iii), (iv) or (v) of this Section 2.01; provided, however, that with respect to such franchises, permits, licenses, agreements, waivers or authorizations that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closingresiding with, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTIEquipment. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall retain, and the Purchaser shall not purchase from the Seller, any of the assets and properties owned by the Seller, other than the Purchased Assets.

Purchase and Sale of Purchased Assets. Subject to the terms and conditions hereof, the Vendor hereby agrees to sell, assign and transfer to the Purchaser and the Purchaser hereby agrees to purchase from the Vendor, effective at the Closing Time, all right, title and interest of the Vendor in and to all the property and assets (other than the Excluded Assets), whether real or personal, tangible or intangible, of every kind and description and wheresoever situate, for or related to the ownership, design, development, engineering, procurement (including concerning the supply of goods or services), construction, interconnection commissioning, operation, servicing, support and maintenance of the Project, or the sale or transmission of any of the electricity, capacity or other products and services generated and to be generated therefrom (collectively, the "Purchased Assets"), including: (a) Upon all rights under the terms Real Property Agreements; (b) the Equipment, and subject to the conditions of this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey all manufacturer and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser (or to one or more Affiliates seller warranties in respect of the Purchaser designated by Equipment; (c) accounts receivable, trade accounts, notes receivable, book debts and other debts due, becoming due or accruing under each of the Purchaser at or prior to Closing)Power Purchase Agreement (Veronika) and the Power Purchase Agreement (Victoria) and from and after March 1, 2013, and the Purchaser shall benefit of all securities for such accounts, notes and debts; (d) all rights under Contracts related to or shall cause one or more Affiliates in respect of the Purchaser designated Project, all as set out in Schedule 2.1(d); (e) all rights arising under Governmental Authorizations related to or in respect of the Project, all as set out in Schedule 2.1(e); (f) all books and records of the Vendor relating to the Project or the Purchased Assets (other than all accounting records and books and records required by Applicable Law to be retained by the Purchaser at or prior Vendor, copies of which will be made available to the Closing to) purchase from Purchaser), including all policies, plans, audit reports, licences, orders, permits and all customer lists, sales records, price lists, and all other related files, records and information in the Seller andpossession or control of the Vendor or its Affiliates, with respect as the case may be, relating to the BTI Project or the Purchased Assets, BTI whether in hard copy or stored on computer related or other electronic media; (g) the following assets Project Information; (h) all goodwill, together with the exclusive right for the Purchaser to represent itself as carrying on the Project in succession to the Vendor and properties the right to use any words indicating that the Project is so carried on, including the exclusive right to use the name “Providence Bay Wind Farm”, or any variation thereof, as part of the Seller name or BTI (style under which the ”Purchased Assets”):Project or any part thereof is carried on by the Purchaser; and (i) all rights of offset and credits in respect of any of the Seller’s right, title and interest in, to and under the Owned Intellectual Property (including Patents claiming any Trade Secrets existing as of the Closing Date) and the Transferred IP Agreements, copies and tangible embodiments thereof in whatever form or mediumAssumed Liabilities, and all rights to xxx and recover damages for past, present and future infringement, dilution, misappropriation, violation, unlawful imitation or breach thereof; (ii) all Claims, causes of action, choices in actionclaims, demands, rights and privileges against third parties in respect 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 Owned Intellectual Property and the Transferred IP Agreements; (iii) all literature and graphical or written expressions, in whatever form, related to the Owned Intellectual Property, including technical documentation, user manuals, and development documentation; (iv) such equipment, machinery, furniture, fixtures and other tangible personal property owned by the Seller or BTI to be set forth in writing by the Purchaser on or prior to the Closing; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing; (v) to the extent transferable under applicable law, the military service exemptions applicable to any employees of the Seller who are hired by the Purchaser pursuant to this Agreement; and (vi) to the extent transferable, any franchises, permits, licenses, agreements, waivers and authorizations of any Governmental Authority held or used by the Seller or BTI in connection with any items listed in clause (i), (ii), (iii), (iv) or (v) of this Section 2.01; provided, however, that with respect to such franchises, permits, licenses, agreements, waivers or authorizations that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTI. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall retain, and the Purchaser shall not purchase from the Seller, any of the assets and properties owned by the Seller, other than the Purchased AssetsAssumed Liabilities.

Purchase and Sale of Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreement, at the Closingrespective Closings, and simultaneously with receipt by Seller of the purchase price described in Section 2.03, Seller shall sell, assign, transfer, convey and deliver, or cause to be sold, assigned, transferred, conveyed and delivered, to the Purchaser, and Purchaser (or to one or more Affiliates shall purchase from Seller, all of the Purchaser designated assets, properties, goodwill and business of every kind and description and wherever located, whether tangible or intangible, real, personal or mixed, which are owned by the Purchaser at or prior to Closing), and the Purchaser shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller and, with respect in any case, belonging to or used or intended to be used in the BTI Assetsmanufacture, BTI the following assets and properties sale or distribution of the Seller or BTI Product Lines (the ”"Purchased Assets”):"), including the following: (i) all of the Seller’s right, title and interest in, to and under the Owned Intellectual Property (including Patents claiming any Trade Secrets existing as of the Closing Date) and the Transferred IP Agreements, 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 thereofPurchased Product Lines; (ii) All tooling, dyes, jigs, patterns, specialized equipment necessary or used for the Product Lines ("Manufacturing Fixtures and Equipment"); for purposes of this Agreement specialized equipment includes without limitation that certain 20' foot Press Break shown on the information referred to in paragraph 3.05 of this agreement, side punching machine, roof punching machine, blower band roller, corrugated shear, roof edge protector xxxxxx, and all Claims, causes of action, choices in action, rights of recovery assembly line racks 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 Owned Intellectual Property and the Transferred IP Agreementsbins; (iii) All patents, applications therefor and unpatented inventions applicable to any product within the Product Lines; all literature designs, drawings, blue prints, computer data, engineering data or studies, manufacturing data, prototypes, stampings, projects in progress, formulas, processes, technical information and graphical or written expressions, in whatever form, knowhow related to or used in the Owned production of any product within the Product Lines ("Intellectual Property, including technical documentation, user manuals, and development documentation"); (iv) such equipmentAll customer lists, machinerycustomer backlogs, furniturepending orders, fixtures and other tangible personal property owned by pending purchase contracts, customer files, vendor lists, purchase records, sales records or data (electronic or otherwise) relating to any of the Seller or BTI to be set forth products in writing by the Purchaser on or prior to the Closing; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after the ClosingProduct Lines ("Customer Lists"); (v) Inventories of finished goods and work in process related to any products in the Product Lines as further described below ("Finished Goods Inventory"); (vi) All inventories of spare parts related to any product in the Product Lines as further described below ("Spare Parts Inventory"); (vii) Inventories of raw materials and completed manufactured parts related to products in the Product Lines as further described below ("Raw Material and Completed Manufactured Parts Inventory"); (viii) All logos, trademarks, trade names, service marks, copyrights, applications for and registrations pertaining to any of the Product Lines and the marketing thereof, including without limitation the names Xxxxxx Pro, Xxxxxx, Xxx Xxxxx and Xxxxxx ("Trade Names") provided however Purchaser's rights to use the "Badger" trade name shall be expressly limited to rights of use in connection with the production or sale of the Badger Product Line, as more particularly set forth in the Badger Intellectual Property License Agreement.; (ix) All distribution agreements with manufacturers pertaining to the extent transferable under applicable lawProduct Lines including without limitation such agreements with Xxxx Deere and Tonutti Spa ("Distribution Agreements"); (x) All dealership, the military service exemptions applicable dealer or distributor agreements or contracts pertaining to any employees of the Seller who are hired by Product lines with dealers handling any of the Product Lines ("Dealer Agreements"),provided, Purchaser pursuant will have no repurchase obligations under such agreements with respect to this Agreementsales prior to closing; and (vixi) the goodwill of Seller relating to the extent transferable, any franchises, permits, licenses, agreements, waivers and authorizations of any Governmental Authority held or used by the Seller or BTI in connection with any items listed in clause (i), (ii), (iii), (iv) or (v) of this Section 2.01; provided, however, that with respect to such franchises, permits, licenses, agreements, waivers or authorizations that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTIProduct Lines. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall retain, retain and the Purchaser Purchased Assets shall specifically exclude all assets of Seller that are not purchase from described in the Seller, any of the assets and properties owned by the Seller, other than the Purchased Assetsforegoing paragraph 2.01(a).

Purchase and Sale of Purchased Assets. (a) Upon On the terms and subject to the conditions of contained in this Agreement, at the Closing, the Buyer shall purchase, and Seller shall, and Seller shall cause its Subsidiaries to, sell, convey, assign, transfer, convey transfer and deliver, or cause to be soldBuyer, assigned, transferred, conveyed free and delivered, to the Purchaser clear of any Encumbrances (or to one or more Affiliates of the Purchaser designated by the Purchaser at or prior to Closing), and the Purchaser shall (or shall cause one or more Affiliates of the Purchaser designated by the Purchaser at or prior to the Closing to) purchase from the Seller and, with respect to the BTI Assets, BTI the following assets and properties of the Seller or BTI (the ”Purchased Assets”): except for (i) Ordinary Course of Business security interests of landlords in Seller’s and its Subsidiaries’ property located on the applicable premises, (ii) Encumbrances on a landlord’s interests in the subject premises, (iii) a lessor’s interest in a subject property, (iv) Encumbrances for current Taxes not yet due and payable for which Seller maintains adequate reserves and (v) any statutory liens in favor of a lessor in an applicable jurisdiction) by appropriate instruments of conveyance reasonably satisfactory to Buyer, all of the Seller’s rightrights, title titles and interest interests of Seller and its Subsidiaries in, to and under all of the Owned Intellectual Property assets, properties and rights (including Patents claiming of every kind and description), other than Excluded Assets, that (i) are owned or licensed by Seller or any Trade Secrets existing of its Subsidiaries as of the Closing Date) Date for the use and benefit of the Transferred IP AgreementsBusiness, 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; (ii) all Claims, causes of action, choices in action, rights of recovery and rights of setoff of any kind (including rights relate 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 Owned Intellectual Property and the Transferred IP Agreements; (iii) all literature and graphical or written expressions, in whatever form, related to the Owned Intellectual Property, including technical documentation, user manuals, and development documentation; (iv) such equipment, machinery, furniture, fixtures and other tangible personal property owned by the Seller or BTI to be set forth in writing by the Purchaser on or prior to the Closing; provided, however, that the Seller and the Purchaser shall negotiate in good faith with respect to such tangible personal property that the Seller or BTI reasonably requires to conduct the Business in Korea after the Closing; (v) to the extent transferable under applicable law, the military service exemptions applicable to any employees of the Seller who are hired by the Purchaser pursuant to this Agreement; and (vi) to the extent transferable, any franchises, permits, licenses, agreements, waivers and authorizations of any Governmental Authority held or used by the Seller or BTI in connection with any items listed the Business, all, in clause the case of both clauses (i), ) and (ii), (iii), (iv) or (v) of this Section 2.01; provided2.1, however, that with respect to such franchises, permits, licenses, agreements, waivers or authorizations that as set forth on Section 2.1 of the Seller or BTI reasonably requires to conduct Disclosure Letter (the Business in Korea after the Closing, the Seller and the Purchaser shall negotiate in good faith with respect to which franchises, permits, licenses, agreements, waivers and authorizations shall be retained by the Seller or BTI. (b) Notwithstanding anything in Section 2.01(a) to the contrary, the Seller shall retain, and the Purchaser shall not purchase from the Seller, any of the assets and properties owned by the Seller, other than the “Purchased Assets”).