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

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign and convey to Buyer, or cause to be sold, transferred, assigned and conveyed to Buyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing in, to or under the following assets (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances: (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IP; (b) the Business Internet Properties; (c) the Mobile Platform; (d) all Business Data; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”); (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the Business; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the Business; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any other Acquired Asset referenced in this Section 2.1; (i) any other assets, properties, and rights listed on Section 2.1(i) of the Disclosure Schedules.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on Upon the terms and subject to the conditions set forth herein of this Agreement, on the Closing Date, US Sellers and in Canadian Seller, or the Sale OrderReceiver on behalf of the Canadian Seller, at the Closing, Sellers shall sell, transfer, assign assign, convey and convey to Buyerdeliver, or cause to be sold, transferred, assigned assigned, conveyed and conveyed delivered, to Buyer (or its designee)Buyer, and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing Sellers in, to or under all of the following properties and assets (including Intellectual Property) of Sellers of every kind and description, wherever located, real, personal or mixed, tangible or intangible, to the extent owned, leased, licensed, used or held for use in or relating to the Business, as the same shall exist on the Closing Date (but, for the avoidance of doubt, excluding any Excluded Assets) (collectively, the “Acquired Assets”) free ), including all right, title and clear interest of any and all Encumbrances of any and every kindSellers in, nature and description, other than Permitted Encumbrancesto or under: (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPInventory; (b) the Business Internet PropertiesAssigned Agreements; (c) the Mobile Platformall Permits and pending applications therefor; (d) all Business DataIntellectual Property, which for the avoidance of doubt, shall be transferred pursuant to the IP Assignments and not this Agreement; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”)Pre-Paid Expenses; (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, goodwill associated with the sale or marketing of any products or services of the BusinessAcquired Assets; (g) all advertising Documents (other than those described in Section 2.2(c)) to the extent available and marketing materialspermitted by applicable Laws, samplesprovided that Sellers may retain copies of such Documents to the extent required by Law or are reasonably necessary for Sellers to wind up their affairs following the Closing and are of the type described on Schedule 2.1(g), artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use inotherwise related to pending or threatened litigation not acquired by Buyer pursuant to Section 2.1(h) or arising out of the Businessassumed by Buyer pursuant to Section 2.3; (h) all transferrable Claims and Proceedings (including, for the avoidance of doubt, the Nycomed Litigation and all claims for past infringement or misappropriation of Business Intellectual Property) of Sellers as of the Closing (other than Claims and Proceedings (i) primarily related to or constituting any Excluded Asset or Excluded Liability or (ii) against Sellers (regardless of whether or not such claims and causes of action have been asserted by Sellers)) and all rights of indemnity, warranty rights, rights of contribution, rights to refunds (but not other than Tax refunds), rights of reimbursement and other rights of recovery, including insurance proceeds, possessed by Sellers as of the Closing (regardless of whether such rights are currently exercisable) to the extent related to any obligationsProduct or other Acquired Asset or any of the Assumed Liabilities; (i) all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts agreements relating to any other Product or Acquired Asset referenced in this Section 2.1(or any portion thereof); (ij) any other assets, properties, and rights listed on Section 2.1(ithe Labeling Phone Numbers; and (k) of the Disclosure SchedulesManufacturing Equipment.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on Upon the terms and subject to the conditions set forth herein of this Agreement, and in subject to Section 2.6 and Article V with respect to the Sale OrderDesignation Rights and Designatable Leases, at and Section 2.7(d), Section 2.9 and Article V with respect to Additional Contracts, on the ClosingClosing Date, Sellers shall sell, transfer, assign assign, convey and convey to Buyerdeliver, or cause to be sold, transferred, assigned assigned, conveyed and conveyed delivered, to Buyer (or its designee)the applicable Assignee, and Buyer (or its designee) such applicable Assignee shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing Sellers, in, to or under all assets, properties and rights Related to the Business other than the Excluded Assets, and the following assets assets, properties and rights (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature or description and descriptionany Claims, in each case other than Permitted EncumbrancesPost-Closing Encumbrances and those rights subject to Section 365(n) of the Bankruptcy Code to the extent applicable: (a) all Business IP, the Assigned Agreements and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPDesignation Rights; (b) the Business Internet Propertiesall Acquired Lease Rights; (c) the Mobile Platformall Owned Real Property; (d) all Business DataAcquired Inventory, all Acquired Receivables, all Acquired Equipment and all Acquired Improvements; (e) all Contracts Intellectual Property owned (whether solely or jointly with others) by Sellers, including (i) the Sears Marks, the Kmart Marks, the Shop Your Way Marks, the ServiceLive Marks, the PartsDirect Marks, the Xxxxx Xxxxx, the Smart Sense Marks, the Weatherbeater Marks, the Kenmore Marks registered or applied for outside of the United States and the DieHard Marks registered or applied for outside of the United States, (ii) the Trademarks, listed on Section 2.1(eSchedule 2.1(a)(i) attached hereto, (iii) the Business Names listed on Schedule 2.1(a)(ii) attached hereto, (iv) the Patents listed on Schedule 2.1(a)(iii) attached hereto, (v) the Copyrights listed on Schedule 2.1(a)(iv) attached hereto, (vi) the Domain Names listed on Schedule 2.1(a)(v) attached hereto, (vii) the Media Accounts listed on Schedule 2.1(a)(vi) attached hereto and (viii) all Intellectual Property that constitutes “Collateral” as defined in the Intellectual Property Security Agreement (collectively, the “Acquired Intellectual Property”), in each case of the Disclosure Schedules foregoing together with the rights (A) to xxx and recover damages and obtain equitable relief for past, present and future infringement, misappropriation, dilution or designated other violation thereof, (B) to collect past and future royalties and other payments thereunder, (C) to claim priority thereon under any Law, (D) to prosecute, register, maintain and defend such Intellectual Property before any public or private agency, office or registrar and (E) to fully and entirely stand in the place of Sellers, as Transferred Contracts pursuant applicable, in all matters related thereto; for the avoidance of doubt, Buyer and Sellers hereby acknowledge and agree that as of the Closing Date, Buyer shall be the successor in interest to Section 2.7 (each of the “Transferred Contracts”)businesses of Sellers to which the Trademarks included in the Acquired Intellectual Property pertain, and such businesses shall be ongoing and existing; (f) all rights of publicity, personality rights goodwill and similar rights primarily relating to, used in (other intangible assets associated with or held for use in) connected to the Business or arising out of, the sale or marketing of symbolized by any products or services of the BusinessAcquired Intellectual Property and all goodwill of the businesses in which the Trademarks and Business Names included in the Acquired Intellectual Property are used and all goodwill connected with the use of and symbolized by the foregoing; (g) (i) all advertising data owned or controlled (meaning any data Sellers have the ability to transfer in compliance with applicable Law) by any of the Sellers and marketing materialscontained in Sellers’ IT Systems, samplesdata centers or databases stored by third parties on behalf of Sellers or otherwise collected, artworkaccessed, photographyacquired, imagesstored, videosprotected, copyused, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and re-used or otherwise processed by or on behalf of a Seller to the extent the sale or transfer of such data is not in contravention with applicable Law or any other material showing the heritage of any TrademarksSeller’s applicable privacy policies or contractual restrictions, (ii) Customer Data to the extent the sale or transfer of such Customer Data is not in each case primarily relating tocontravention with applicable Law or any of any Seller’s applicable privacy policies or contractual restrictions and (iii) all other data that constitutes “Collateral” as defined in the Intellectual Property Security Agreement, used to the extent the sale or transfer of such data is not in contravention with applicable Law or any of any Seller’s applicable privacy policies or contractual restrictions (or held for use inthe data described in this clause (iii), together with the data described in clauses (i) or arising out of and (ii), the Business“Acquired Data”); (h) any Claims, causes of action, claims, rights of recovery or rights of set-off arising under any IP Licenses included in the Assigned Agreements on or after the Closing Date, and the right to collect past and future royalties and other payments, as well as prepaid expenses of Sellers thereunder; (i) any and all transferrable real (including real estate taxes, assessments and related governmental impositions both general and special imposed under the laws of any one or more jurisdictions in which the applicable Lease Premises is located against the land, buildings and other improvements), personal and intangible property Taxes (“Property Taxes”) that are prepaid with respect to such Acquired Lease or any other related Acquired Assets; provided, that such Property Taxes are Assumed Liabilities or Liabilities for which Buyer is otherwise responsible hereunder; (j) any interest in or right to any refund, rebate or credit of Taxes that are Assumed Liabilities or for which Buyer is otherwise responsible hereunder including (for the avoidance of doubt) any such refund, rebate or credit of a Tax that becomes payable or available to Sellers in the future in respect of a Tax previously paid or otherwise incurred by Buyer pursuant to Section 3.5; (k) all rights (but not any obligations) of Sellers under any non-disclosure or confidentiality, non-compete, compete or non-solicitation Contracts relating agreements, to the extent any other such agreement relates to the Business or any Acquired Asset referenced in this Section 2.1Asset; (il) all assignable Assigned Plans and Permits that are Related to the Business; (m) any and all Books and Records (which, with respect to any electronic forms thereof, may be copies) and any and all Intellectual Property Related Documentation; (n) all Labeling and Marketing Materials and Product Catalogs and Manuals owned by Sellers; (o) any and all rights of Sellers in and to any restricted cash, security deposits, letters of credit, escrow deposits and cash collateral, including cash collateral given to obtain or maintain letters of credit and cash drawn or paid on letters of credit, utility deposits, performance, payment or surety bonds, credits, allowance, prepaid rent or other assets, propertiescharges, setoffs, prepaid expenses, other prepaid items and other security (collectively, “Security Deposits”), together with all contracts, agreements or documents evidencing or related to the same (collectively, “Security Deposit Documents”), in each case to the extent related to any Acquired Asset; (p) any and all Claims (other than returns of merchandise for warranty claims (except, for the avoidance of doubt, to the extent comprising Assumed Liabilities) and excluding any Claims Related to an Excluded Asset or Excluded Liability) of Sellers as of the Closing to the extent related to the Business or any Acquired Asset; (q) subject to Section 5.1(a)(v), Section 5.1(a)(vi) and Section 9.8(c), any and all insurance proceeds, warranty proceeds, condemnation awards or other compensation in respect of loss or damage to the Business or any Acquired Asset (and any right or claim of Sellers to any such proceeds, awards or other compensation), in each case, to the extent relating to a casualty occurring prior to, on or after the date hereof, and rights listed whether received prior to, on or after Closing Date, but less any proceeds in respect of the Acquired Assets set forth on Schedule 2.1(q) in an aggregate amount not to exceed $13,000,000. (r) subject to Section 2.1(i2.8(e), the KCD Notes from Sears Re as Seller; (s) all equity interests of SRC O.P. LLC owned by SRC Sparrow 2 LLC as Seller; provided, that if either (i) SRC Sparrow 2 LLC has filed a petition for relief commencing a case under chapter 11 of the Bankruptcy Code for the purpose of selling such equity interests in SRC O.P. LLC, and Buyer or its Affiliate has purchased such equity interests pursuant to a chapter 11 plan of reorganization or a sale of assets pursuant to section 363(m) of the Disclosure SchedulesBankruptcy Code or (ii) Buyer shall have acquired the Sparrow Properties pursuant to foreclosure, then Buyer shall be deemed to have purchased the equity interests in SRC O.P. LLC described in this subsection (s); (t) all Actions and other rights, rebates, refunds, audits, rights of recovery, rights of setoff, rights of recoupment, rights of reimbursement, rights of indemnity or contribution and other similar rights (known and unknown, matured and unmatured, accrued or contingent, regardless of whether such rights are currently exercisable) against any Person, including all warranties, representations, guarantees, indemnities and other contractual claims (express, implied or otherwise), in each case to the extent related to the Business or any Acquired Asset (excluding for the avoidance of doubt, any Claims arising under any Transaction Document), including, subject to the terms and conditions of the SHIP Purchase Agreement and applicable Law, if the SHIP Closing shall have occurred prior to the Closing Date, the indemnities set forth in Section 6.08(b) and Section 6.08(e) of the SHIP Purchase Agreement; (u) all Contracts Related to the Business (i) that include a manufacturer’s warranty relating to Seller Products or Seller Services and (ii) relating to repair services provided by the Business in relation to Seller Products or Seller Services; (v) the Buyer Party Release; (w) all assets, properties and rights that constitute “Collateral” as defined in the Intellectual Property Security Agreement, other than data which is the subject of Section 2.1(g); and Intellectual Property which is the subject of Section 2.1(e); (x) the right to receive the Pending Inventory; (y) the Credit Card Claims; (z) either (i) the SHIP Purchase Agreement Assets, if the SHIP Closing shall not have occurred prior to the Closing Date (in which circumstance, for the avoidance of doubt, any Owned Real Property (as defined in the SHIP Purchase Agreement) shall be deemed Operating Owned Property, and all Leased Real Property (as defined in the SHIP Purchase Agreement) shall be deemed Operating Leased Property), or (ii) any and all proceeds received by Sellers pursuant to the SHIP Purchase Agreement, if the SHIP Closing shall have occurred prior to the Closing Date; (aa) the Store Cash; (bb) to the extent permitted by Law, all licenses or permits granted by any Governmental Authority held by Sellers that are necessary for the provision or assumption of the PA Liabilities; and (cc) any proceeds from the sale or other disposition of the collateral pledged to secure the applicable debt obligations with respect to the credit bids set forth in Section 3.1(b) to which the holders of Claims secured by such collateral has attached.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on Upon the terms and subject to the conditions set forth herein of this Agreement and in the Sale Order, at on the ClosingClosing Date, Sellers shall sell, transfer, assign assign, convey and convey to Buyerdeliver, or cause to be sold, transferred, assigned assigned, conveyed and conveyed delivered, to Buyer (or its designee)Buyer, and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing Sellers in, to or under all of the following properties and assets (including Intellectual Property) of Sellers of every kind and description, wherever located, real, personal or mixed, tangible or intangible, to the extent owned, leased, licensed, used or held for use in or relating to the Business, in each case, as the same shall exist on the Closing Date, or, in the case of Acquired Stores and Business Properties (other than Closing Date Acquired Stores and Closing Date Business Properties) and the assets set forth below related thereto, on the date the applicable Real Property Lease is assumed and assigned to Buyer in accordance with the Designation Rights Agreement (but, for the avoidance of doubt, excluding any Excluded Assets), in each case free and clear of any and all Encumbrances, other than Permitted Encumbrances and Assumed Liabilities (collectively, excluding any Excluded Assets, the “Acquired Assets”) free including all right, title and clear interest of any and all Encumbrances of any and every kindSellers in, nature and description, other than Permitted Encumbrancesto or under: (a) all Business IP, Acquired Stores and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPrelated Assigned Real Property Leases; (b) the all Business Internet PropertiesProperties and related Assigned Real Property Leases; (c) the Mobile Platformall Inventory in accordance with Section 2.5; (d) all Business DataEquipment; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”)Assigned Agreements; (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the BusinessXxxxx Cash; (g) all advertising Permits and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarkspending applications therefor, in each case primarily relating to, used in (or held for use in) or arising out of to the Businessextent assignable; (h) all transferrable Prepaid Expenses; (i) all Acquired Intellectual Property; (j) all customer and supplier lists, other current and prospective customer information and data, marketing research and similar data being used or held for use by Sellers, subject to applicable Law or Contracts; (k) all goodwill and other intangible assets including correspondence with present or prospective customers and suppliers, advertising materials, Software programs, telephone exchange numbers, and other similar intangible assets associated with the Business and the Acquired Assets (to the extent transferable), provided that, to the extent such intangible assets cannot be transferred to Buyer, Sellers shall be deemed to have granted to Buyer an exclusive, royalty-free right and license to use such intangible assets from and after the Closing Date, to the fullest extent permitted by applicable law and the underlying agreements, as applicable; (l) all Documents (other than those described in Section 2.2(c)) to the extent available and permitted to be transferred by applicable Laws and copies of all real and personal property Tax Returns and Tax records of Sellers related to the Acquired Stores and any related real property; (i) all Claims and Proceedings of Sellers to the extent arising out of, or relating to, the Business or any Acquired Asset and (ii) all Avoidance Actions of Sellers, regardless of whether arising out of or relating to the Business or any Acquired Asset, provided that Buyer agrees to, and pursuant to the Sale Order shall be deemed to, release all such Avoidance Actions; (n) all rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts agreements to the extent relating to the Business, any Acquired Store or any other Acquired Asset asset referenced in this Section 2.1; (o) telephone, telex, and telephone facsimile numbers and other directory listings used in connection with the Acquired Stores; (p) all rights of indemnity, warranty rights (including any manufacturer, vendor or supplier warranties, guaranties and service obligations related to the Inventory and Equipment), rights of contribution, rights to refunds (other than Tax refunds described in Section 2.2(e)), rights of reimbursement and other rights of recovery, including insurance proceeds, possessed by Sellers as of the Closing (regardless of whether such rights are currently exercisable) to the extent related to the Business, any Acquired Asset or any of the Assumed Liabilities; (q) all lock boxes of Sellers primarily relating to the (i) online retail businesses of the Sellers operated through the websites xxx.xxxxxxxx.xxx and xxx.xxxxxxxxxxxxxx.xxx; (ii) the direct mail retail businesses of the Sellers operated through the Xxxxxxx’x catalog and (iii) the Closing Date Acquired Stores; (r) all IT Assets; (s) the Designation Rights; and (t) any other assets, properties, and rights listed on Section 2.1(i) of the Disclosure SchedulesSchedule 2.1(s).

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on On the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers Seller shall sell, transfer, assign and convey to Buyerassign, or cause to be sold, transferred, assigned and conveyed to Buyer (or its designee)convey, and Buyer (or its designee) deliver to Purchaser, and Purchaser shall purchase, acquire acquire, and accept from Sellers Seller, all of Sellers’ Seller’s right, title and interest in and to, as of the Closing inClosing, to or under all of the following assets of the Seller other than the Excluded Assets (as defined below) (collectively, the “Acquired Assets”) ), free and clear of any all interests, claims, liens and all Encumbrances encumbrances pursuant to Section 363(f) of any and every kind, nature and description, other than Permitted Encumbrancesthe Bankruptcy Code. The Acquired Assets include: (ai) all Business IPtangible property, accounts, machinery, equipment, inventories, goodwill, software and any goodwill associated therewithcomputer programs, together with all rights to collect royalties hardware, intellectual property, company names, product names, trade names, prepaid expenses and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPdeposits; (bii) the Business Internet Properties;Designated Contracts (as defined below); 38760-00003/4781767.1 (ciii) the Mobile Platform; (d) all Business Data; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”); (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held insurance claims reserve for use in) or arising out of, the sale or marketing of any products or services of the Business; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) Seller’s Liabilities under or arising out of the BusinessAutomobile Insurance Programs (the “Insurance Claims Reserve”) ; (hiv) all transferrable rights (but not any obligations) of Sellers All insurance policies and the proceeds thereof, to the extent transferable, covering claims under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any other Acquired Asset referenced in this Section 2.1the Automobile Insurance Programs; (iv) any rights, title and interests of Seller in and to Vehicle Rental Agreements including, without limitation, any fees, charges and other assets, properties, and rights listed on Section 2.1(i) amounts paid or due to Seller under any Vehicle Rental Agreements for the portion of the Disclosure SchedulesRental Period (as defined in the applicable Vehicle Rental Agreements) occurring from and after the Closing Date, books and records (excluding books and records under Section 1.2(ix)); (vi) the Customer TOS & PII Arrangements and any other policies and procedures relating to the Seller’s business, telephone and facsimile numbers, all licenses and permits to the extent transferable; (vii) all benefits, all rights, title and interests in and to HFIS Insurance Company; (viii) any rights, claims or causes of action of Seller against third parties relating to the Acquired Assets (other than those that constitute Excluded Assets); and (ix) proceeds and products of all the foregoing assets.

Purchase and Sale of the Acquired Assets. Pursuant (a) At the Closing, subject to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to conditions contained in this Agreement, the conditions set forth herein and in the Sale OrderSellers, at the Closingas applicable, Sellers shall sell, transferassign, assign set-over, convey, deliver and convey transfer to Buyerthe Purchaser, or cause to be sold, transferred, assigned and conveyed to Buyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing in, to or under the following assets (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any Liens and every kindwhatsoever, nature and description, other than excepting only Permitted Encumbrances: (a) all Business IP, and any goodwill associated therewiththe Purchaser shall purchase from the Sellers all of their right, together with all rights title and interests in and to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover Acquired Assets for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IP;the Purchase Price. (b) Within ten (10) days following the Business Internet Properties;execution of this Agreement by all parties hereto, the Purchaser shall deliver the Deposit to the Escrow Agent. The Deposit shall be applied as a credit toward the Purchase Price by the Escrow Agent at the Closing. In the event Purchaser shall terminate this Agreement for any reason prior to the Closing Date, upon notice to the Escrow Agent and the Sellers of the Purchaser’s election to terminate this Agreement, the Escrow Agent shall promptly release the Deposit to the Purchaser. (c) Notwithstanding anything contained in this Agreement to the Mobile Platform;contrary, the Purchase Price shall be paid as follows: (di) all Business Data; Twenty-Six Million Five Hundred Thousand Dollars (e) all Contracts listed on Section 2.1(e) of $26,500,000.00), less the Disclosure Schedules Deposit, the Credit and less any applicable prorations or designated as Transferred Contracts pursuant to Section 2.7 credits due the Purchaser and plus any applicable prorations or credits due the Sellers, shall be paid, in immediately available funds, via wire transfer at Closing (the “Transferred ContractsCash Portion of the Purchase Price”); (fii) all rights of publicitySeven Million Dollars ($7,000,000.00) shall be evidenced by the Promissory Notes to be delivered at the Closing. The Promissory Notes shall be secured by: (A) the Mortgage; provided, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out ofhowever, the sale or marketing issuance and form of any products or services such mortgage shall be subject in all respects to the reasonable approval of the Business;Purchaser’s lender; and (B) the Guaranty, each of which shall be delivered at the Closing; and (giii) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the Business; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating agree to any other Acquired Asset referenced in this Section 2.1; execute such additional documents evidencing: (i) the subordination of the Promissory Notes and the Mortgages under such terms and subject to such conditions as shall be reasonably required by the Purchaser’s lender and subject to the Seller’s reasonable review and approval; and (ii) the transfer of the Notes and Mortgages to any Affiliate of the Purchaser that also owns all of the assets of the applicable Business so transferred. (d) The Closing of the purchase and sale of the Acquired Assets shall take place at the offices of the Title Company or at such other assetsplace as may be mutually agreeable to the Sellers and the Purchaser. The parties and/or their respective agents shall gather at the Title Company on the day prior to Closing to review all closing documents and the Settlement Statements. At the Closing, propertiesupon payment of the Purchase Price, the Sellers shall deliver to the Purchaser the Acquired Assets, together with such acts of cash sales, bills of sale, assignments, certificates, resolutions, transfer powers, deed(s) and other documents and instruments of conveyance as shall be reasonably satisfactory to the Purchaser and its counsel to transfer ownership of the Acquired Assets to Purchaser or its designee, including, but not limited to, those items identified in Section 10 below. (e) Each of the Sellers acknowledges and agrees that Purchaser will pay and deliver the entire Purchase Price pursuant to the Settlement Statements at the Closing and that payment of the Purchase Price pursuant to the Settlement Statements shall satisfy any and all of the Purchaser’s obligations for payment of the Purchase Price hereunder to all of and each of the Sellers. Each of the Sellers acknowledges and agrees that the payment of the Purchase Price pursuant to the Settlement Statements has separate and direct economic benefit to each of them, and rights listed on Section 2.1(ithat such payment is appropriate consideration and reasonably related to the value of the interests each party is transferring hereunder. (f) Two Hundred Thousand and no/100 Dollars ($200,000.00) of the Disclosure SchedulesPurchase Price is specifically allocated as payment to the foregoing entities and individuals as consideration for their obligations and covenants under Section 11.21 below. The parties acknowledge and agree that this allocation is a reasonable allocation given the entities’ and the individuals’ and their relative abilities and experience in the gaming industry.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on Upon the terms and subject to the conditions set forth herein and in this Agreement as modified or supplemented by any applicable Transfer Agreement, on the Sale OrderClosing Date, at the Closing, Asset Sellers shall will sell, transfer, assign assign, convey and convey deliver to Buyerthe Asset Buyers, and the Asset Buyers will purchase, accept and acquire from the Asset Sellers, free and clear of all Encumbrances except Permitted Encumbrances, all properties, assets, rights, titles and interests of every kind and nature, owned or cause leased by the Asset Sellers (including indirect and other forms of beneficial ownership) primarily used or held for use in the Business, whether tangible or intangible, real or personal and wherever located and by whomever possessed, including, without limitation, all of the following assets but excluding Excluded Assets pursuant to Section 2.1.3 (all of the assets to be sold, transferredassigned, assigned transferred and conveyed delivered to Buyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing in, to or under the following assets (collectively, Asset Buyers herein called the “Acquired Assets”) free ): A. all Accounts Receivable; B. Real Property; C. Personal Property; D. Inventory; E. Subject to Section 6.5.10, all of Asset Sellers’ Acquired Contracts and clear of rights under the Acquired Contracts, including any and all Encumbrances of any and every kindrights under tax abatements, nature and descriptionincentive agreements, or other than Permitted Encumbrances: (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection similar tax credit arrangements with any taxing authority related to the Business or the Acquired Assets; F. Administrative Assets; G. Permits; H. Purchased Intellectual Property and Licensed Intellectual Property; I. Technical Documentation; J. Prepaid expenses, deposits and advances, warranties and claims relating to the Business; K. Motor vehicles owned or leased by Sellers (in each case, to the extent transferable pursuant to the terms of the foregoingsuch leases or financing documents); L. all Transferred Insurance Policies, including all prepaid insurance premiums and all rights to sue the benefits, coverages and recover for any past, present or future infringement, dilution, misappropriation or proceeds under such Transferred Insurance Policies; and M. all goodwill as a going concern and all other violation of any such Business IP; (b) intangible properties; in each case to the Business Internet Properties; (c) the Mobile Platform; (d) all Business Data; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”); (f) all rights of publicity, personality rights and similar rights extent primarily relating to, used in (or held for use in) or arising out ofin the Business; provided that, with respect to the Technical Centers and Sales Offices, the sale or marketing of any products or services Acquired Assets will consist only of the Business; (g) assets specifically set forth in Schedule 2.1.2, as well as all advertising end user computing and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, telecommunications devices used in (or held for use in) or arising out of by employees dedicated to the Business; (h) ; provided further that, with respect to the Acquired Contracts, such Contracts will include all transferrable rights (but not any obligations) of Material Contracts and all Assumed and Assigned Contracts. Except for the Acquired Assets, the Asset Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any other Acquired Asset referenced in this Section 2.1; (i) any will retain all other assets, properties, rights and rights listed on Section 2.1(i) of interests owned, used or held by the Disclosure SchedulesAsset Sellers.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on On the terms and subject to the conditions set forth herein in this Agreement, and subject to the exclusions set forth in the Sale OrderSection 2.2, at the Closing, Sellers Closing Seller shall sell, assign, transfer, assign convey and convey to Buyerdeliver, or shall cause one or more of the Selling Subsidiaries to be soldsell, transferredassign, assigned transfer, convey and conveyed deliver to Buyer Purchaser (or its designeea designated Subsidiary of Purchaser), and Buyer Purchaser shall (or its designeecause a designated Subsidiary of Purchaser to) shall purchase, acquire and accept from Sellers Seller, or the applicable Selling Subsidiary or Subsidiaries, all of Sellers’ the right, title and interest as of the Closing in, to or and under the following assets (whether tangible or intangible), properties, rights and claims that are exclusively used or held for use by Seller or the applicable Selling Subsidiary or Subsidiaries in the Business, whether tangible or intangible, real, personal or mixed (collectively, the “Acquired Assets”,” and as further provided in Section 3.11(c) free and clear of any and all Encumbrances of any and every kindthe Disclosure Schedule), nature and description, in each case other than Permitted Encumbrancesthe Excluded Assets described in Section 2.2. The Acquired Assets include: (a) all Business IPSold Module Products, subject to the Licensed Intellectual Property and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPunderlying third party rights; (b) all assets identified in Section 3.11(c) of the Business Internet PropertiesDisclosure Schedule; (c) the Mobile Platformall Exclusive Business Information and General Business Information; (d) all Business DataEmployee Information; (e) all Contracts the Permits and Product Certifications related to the Business or Module Products listed on in Section 2.1(e) 3.10 of the Disclosure Schedules or designated as Transferred Contracts pursuant Schedule, to Section 2.7 (the “Transferred Contracts”);extent transferable; Back to Contents (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the BusinessAssigned Intellectual Property; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, Assumed Contracts set forth in each case primarily relating to, used in (or held for use inSection 2.1(g) or arising out of the BusinessDisclosure Schedule; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any other Acquired Asset referenced in this Section 2.1the Transferred Equipment; (i) any other assets, properties, all accounts receivable (net of uninsured bad debt) and rights listed on Section 2.1(i) Inventory as of the Disclosure SchedulesClosing Date related to the Sold Module Products; (j) all rights, claims, causes of action and credits to the extent relating to any Acquired Asset, or any Assumed Liability, including all rights of Seller or any of the Selling Subsidiaries under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with products sold or services provided to Seller or any of the Selling Subsidiaries for or in connection with the Business, or in respect of any Acquired Asset or any Assumed Liability; (k) the Cash Amount; and (l) all goodwill of the Business.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on On the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign and convey to Buyerassign, or cause to be sold, transferred, assigned and conveyed to Buyer (or its designee)convey, and Buyer (deliver to Purchaser or its designee) shall purchasea Designated Purchaser, acquire and accept from Sellers Purchaser or a Designated and to the Acquired Assets as of the Closing, free and clear of all Encumbrances other than A cquired Assets means all of Sellers’ rightthe properties, title rights, interests and interest other assets of Sellers as of the Closing inof every kind and nature, whether tangible or intangible (including goodwill), real, personal, or mixed, known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, wherever located and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP or under specifically referred to in this Agreement, including any such properties, rights, interests, and other assets acquired by Sellers after the date hereof and prior to the Closing in accordance with Section 6.1, including the following properties, rights, interests and other assets (collectivelyof Sellers, but excluding in all cases, the “Acquired Excluded Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances: (a) other than any Excluded Cash, (i) all Business IPCash and Cash Equivalents and (ii) all deposits (including maintenance deposits, customer deposits, and security deposits for rent, electricity, telephone or otherwise) or prepaid or deferred charges and expenses, including all lease and rental payments that have been prepaid by any goodwill associated therewith, together with all rights to collect royalties Seller and other proceeds and payments are not referenced in connection with any of the foregoing, and all rights to sue and recover for any past, present Section 1.1(f) or future infringement, dilution, misappropriation or other violation of any such Business IPSection 1.1(p); (b) subject to S ection 1.5, all Contracts to which any Seller is a party, including the Business Internet PropertiesContracts listed on Schedule 1.1(b), and all purchase orders (the Assigned Contracts , and which schedule may be modified from time to time after the date hereof in accordance with Section 1. 5, and, in each case, all rights under any such Assigned Contracts; (c) all trade and non-trade accounts receivable, notes receivable, negotiable instruments and chattel paper owned or held, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto, but, in each case, for purposes of this Section 1.1(c), excluding any intercompany Indebtedness among Sellers and any amounts owing from any Excluded Subsidiary; provided, however, that Acquired Assets shall include the Mobile Platformintercompany receivable described on Schedule 1.1(c); (d) other than any Documents whose transfer to Purchaser is prohibited by applicable Law, and subject to Section 1.2(c), all Business Data;Documents, including (i) all Regulatory Documentation and Tax Returns (subject to Section 6.2(c) such Tax Returns) (and any related work papers) relating to the other Acquired Assets or Assumed Liabilities, and (ii) subject to Section 6.2(c) prepared or received by or on behalf of any Seller in connection with the sale of the Acquired Assets, this Agreement, or the transactions contemplated hereby, including (A) all records and reports prepared or received by Sellers, any of their respective Affiliates or Advisors in connection with the sale of the Acquired Assets and the transactions contemplated hereby, and (B) all bids and expressions of interest received from third parties with respect to the acquisition of any of (e) all Contracts the Owned Real Property listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”S chedule 1.1(e); (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the Business; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the Business; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any other Acquired Asset referenced in this Section 2.1; (i) any other assets, properties, and rights listed on Section 2.1(i) of the Disclosure Schedules.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on Upon the terms and subject to the conditions set forth herein and in of this Agreement, on the Sale OrderClosing Date, at the Closing, Sellers Seller shall sell, transfer, assign assign, convey and convey to Buyerdeliver, or cause to be sold, transferred, assigned assigned, conveyed and conveyed delivered, to Buyer (or its designee)Buyer, and Buyer (or its designee) shall purchase, acquire assume and accept from Sellers conveyance, transfer, and delivery of, all of Sellers’ right, title and interest as of Seller in, to, or under all of the following properties and assets of Seller, as the same shall exist on the Closing inDate (but excluding in each case, to or under for the following assets avoidance of doubt, any Excluded Assets) (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances:): (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments Accounts Receivable in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPaccounts set forth on Schedule 2.1(a) (the “Acquired Accounts Receivable”); (b) all Equipment associated with the Business Internet Propertiesother Acquired Assets and set forth on Schedule 2.1(b) (the “Acquired Equipment”); (c) the Mobile Platform; (d) all Business Data; (ei) all Contracts listed on Section 2.1(e(other than Leases) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 and (ii) all Licenses in each case set forth in Schedule 2.1(c) (collectively, the “Transferred Assumed Contracts”); (d) the Leases set forth in Schedule 2.1(d) (collectively, the “Assumed (e) Permits and pending applications therefor associated with the other Acquired Assets and set forth on Schedule 2.1(e) (the “Acquired Permits”), in each case to the extent assignable; (f) Other than as arising from or in connection with a License that is not an Assumed Contract, (i) all rights of publicitySeller in Intellectual Property, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the Business; (gii) all advertising documentation and marketing materialsmedia constituting, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (describing or held for use in) or arising out of the Business; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any Intellectual Property, including memoranda, manuals, technical specifications and other Acquired Asset referenced in this Section 2.1; (i) any other assetsrecords wherever created and regardless of form, properties, and rights listed on Section 2.1(i) of the Disclosure Schedules.and

Purchase and Sale of the Acquired Assets. Pursuant Subject to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Orderhereof, at the Closing, the Sellers shall sell, transfer, assign and convey agree to Buyer, or cause to be sold, transferred, assigned and conveyed sell to Buyer (or its designee)and Buyer agrees to purchase from the Sellers, free and clear of all liens, charges, security interests and other encumbrances described in Section 3.8, pursuant to a Bill of Sale, and Buyer for the xxxxideration set forth in Section 2.4, the following tangible and intangible assets and personal property owned by the Sellers and used in connection with the conduct of the Business, wherever located (or its designeecollectively, the "Acquired Assets"): (a) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing in, Sellers in and to or under the following assets four thousand one hundred fifty (collectively, 4150) pay telephones wholly (100%) owned by them which bear the “identification numbers and are installed at the locations set forth on Section 2.2(a) of the Disclosure Schedule (such 4150 telephones being hereinafter collectively referred to as the "Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances: (a) all Business IP, and any goodwill associated therewithPhones"), together with all rights the telephone booths, enclosures, stations, pedestals, apparatus, fixtures, circuit boards, coin banks and any other equipment physically connected to collect royalties or installed in or with the Acquired Phones (the Acquired Phones and other proceeds and payments in connection with any of such equipment being hereinafter collectively referred to as the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IP"Equipment"); (b) all right, title and interest of the Business Internet PropertiesSellers in, to and under all telephone location lease or placement or similar agreements, commitments, arrangements and understandings, both oral and written, express and implied, associated with the Acquired Phones, in which any Seller has been granted, among other things, the exclusive (or non-exclusive, as the case may be) right to install and maintain the Acquired Phones at the locations set forth on Section 2.2(a) of the Disclosure Schedule (collectively, the "Contracts"); (c) all right, title and interest of the Mobile PlatformSellers in, to and under all maintenance, service and warranty agreements associated with the Equipment, Software, Acquired Machinery, Acquired Vehicles, or any item constituting Acquired Inventory or Miscellaneous Personal Property, including but not limited to (i) all remaining and transferable warranties associated with any circuit boards, management information systems, software and programs installed in or utilized in connection with the Equipment and the Business as it relates thereto; and (ii) all maintenance, service and warranty agreements listed on Section 2.2(c) of the Disclosure Schedule (all of the foregoing maintenance, service and warranty agreements being hereinafter collectively referred to as the "Service Agreements"); (d) all books and records, including electronic or computerized records and any documentation derived therefrom which relates to the Business Dataand the Equipment, including without limitation, service records, quality control information, sales and marketing information, customer lists and information, personnel records for those employees of the Sellers who are becoming Transferred Employees, usage and traffic reports, call data summaries, and any books and records relating to or containing information concerning any coin, commission, surcharge or other revenue generated by the Acquired Phones, commissions payable to site or property owners or lessees in connection therewith, and any other relevant financial data; (e) all Contracts supplies, spare parts, miscellaneous equipment and other items of inventory (wherever the same may be located) which relate to the Business and are on hand on the Closing Date, including but not limited to those listed on Section 2.1(e2.2(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 Schedule (collectively, the “Transferred Contracts”"Acquired Inventory"); (f) all software, programs and management information systems installed in or utilized in connection with the Acquired Phones and the Business as it relates thereto, including but not limited to the system used by the Sellers to poll and convert data derived from the Acquired Phones (collectively, the "Software"), together with all licenses and rights of publicity, personality rights and similar rights primarily relating to, used in use granted to the Sellers with respect thereto (or held for use in) or arising out ofcollectively, the sale or marketing of any products or services of the Business"Software Licenses"); (g) the corporate names and logos (if any) of Coastal and Garden State, together with all advertising goodwill associated with or otherwise accruing to the Sellers with respect to such names, logos, the Contracts and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage Business as it relates thereto (subject to the provisions of any Trademarks, in each case primarily relating to, used in subsection 6.12(a)) (or held for use in) or arising out of the Business"Goodwill"); (h) all transferrable rights (right, title and interest of the Sellers in and to all coin counting, sorting and scanning machines owned by them, including but not any obligationslimited to those listed on Section 2.2(h) of Sellers under non-disclosure or confidentialitythe Disclosure Schedule (collectively, non-compete, or non-solicitation Contracts relating to any other the "Acquired Asset referenced in this Section 2.1Machinery"); (i) all right, title and interest of the Sellers (a) in and to those certain motor vehicles owned by them (together with any other assetsloan agreements relating thereto, properties, and rights to the extent the same are transferable) which are listed on Section 2.1(i2.2(i)(a) of the Disclosure SchedulesSchedule (collectively, the "Acquired Vehicles"); and (b) in, to and under those certain motor vehicle lease agreements, a detailed listing of which (identifying vehicles covered, name of the leasing company, amount of monthly lease payment, and expiration date for each lease agreement) is set forth on Section 2.2(i)(b) of the Disclosure Schedule (collectively, the "Acquired Vehicle Leases"); (j) all right, title and interest of the Sellers in and to all office furniture, computer and office equipment, office telephone and security systems, office fixtures and installations, and all telephone installation and repair tools which are owned by them, including but not limited to those listed on Section 2.2(j) of the Disclosure Schedule (collectively, the "Miscellaneous Personal Property"); (k) all registries, applications, permits, franchises, licenses, authorizations and approvals submitted or filed by any Seller to or with any governmental or regulatory authority, or issued or granted by any such authority to any Seller, in connection with operation of the Equipment and the Business as it relates thereto (collectively, "Authorizations"), including but not limited to those Authorizations involving local New Jersey or Pennsylvania authorities, the New York City Commissioner and the New York City Payphone Rules (as such terms are hereinafter defined); (l) all right, title and interest of the Sellers in, to and under that certain agreement dated as of October 15, 1991 between Coin Phone Distributors, Inc. ("Coin Phone") and Cleartel Communications, Inc. ("Cleartel"), as amended by that certain Settlement Agreement and Mutual Release dated as of January 5, 1994 among Coin Phone, Cleartel, Dingo Holding, Ltd., Martin A. Milano and Thomas Pxxxxx, xxx xxxx certaxx Xxxxxxxxxt Agreement and General Release dated June 5, 1995 among Coastal, Cleartel, Forttel, Inc. ("Forttel") and National Telecom USA, Inc., each an affiliate of Coastal, Garden State and Bektel (collectively, the "Cleartel Contract"), which contract was assigned by Coin Phone to Forttel and assumed by Forttel in connection with its acquisition of Coin Phones' assets, and in turn assigned by Forttel to Coastal, and pursuant to which contract, among other things, Coastal receives compensation in respect of 0+/0- calls routed to Cleartel and originating from the four hundred sixty five (465) Acquired Phones whose identification numbers and installation sites are listed on Section 2.2(l) of the Disclosure Schedule (collectively, the "Cleartel Phones"); and (m) all right, title and interest of the Sellers in and to all other tangible and intangible assets or personal property of the Sellers used in connection with the conduct of the Business and not otherwise enumerated in Section 2.2 hereof (excepting those which are specifically identified as Excluded Assets in Section 2.3 hereof).

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on On the terms and subject to the conditions set forth herein in this Agreement, and subject to the exclusions set forth in the Sale OrderSection 2.2, at the Closing, Sellers Closing Seller shall sell, assign, transfer, assign convey and convey to Buyerdeliver, or shall cause one or more of the Selling Subsidiaries to be soldsell, transferredassign, assigned transfer, convey and conveyed deliver to Buyer Purchaser (or its designeea designated Subsidiary of Purchaser), and Buyer Purchaser shall (or its designeecause a designated Subsidiary of Purchaser to) shall Back to Contents purchase, acquire and accept from Sellers Seller, or the applicable Selling Subsidiary or Subsidiaries, all of Sellers’ the right, title and interest as of the Closing in, to or and under the following assets (whether tangible or intangible), properties, rights and claims that are exclusively used or held for use by Seller or the applicable Selling Subsidiary or Subsidiaries in the Business, whether tangible or intangible, real, personal or mixed (collectively, the “Acquired Assets”,” and as further provided in Section 3.11(c) free and clear of any and all Encumbrances of any and every kindthe Disclosure Schedule), nature and description, in each case other than Permitted Encumbrancesthe Excluded Assets described in Section 2.2. The Acquired Assets include: (a) all Business IPSold Module Products, subject to the Licensed Intellectual Property and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPunderlying third party rights; (b) all assets identified in Section 3.11(c) of the Business Internet PropertiesDisclosure Schedule; (c) the Mobile Platformall Exclusive Business Information and General Business Information; (d) all Business DataEmployee Information; (e) all Contracts the Permits and Product Certifications related to the Business or Module Products listed on in Section 2.1(e) 3.10 of the Disclosure Schedules or designated as Transferred Contracts pursuant Schedule, to Section 2.7 (the “Transferred Contracts”)extent transferable; (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the BusinessAssigned Intellectual Property; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, Assumed Contracts set forth in each case primarily relating to, used in (or held for use inSection 2.1(g) or arising out of the BusinessDisclosure Schedule; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any other Acquired Asset referenced in this Section 2.1the Transferred Equipment; (i) any other assets, properties, all accounts receivable (net of uninsured bad debt) and rights listed on Section 2.1(i) Inventory as of the Disclosure SchedulesClosing Date related to the Sold Module Products; (j) all rights, claims, causes of action and credits to the extent relating to any Acquired Asset, or any Assumed Liability, including all rights of Seller or any of the Selling Subsidiaries under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors in connection with products sold or services provided to Seller or any of the Selling Subsidiaries for or in connection with the Business, or in respect of any Acquired Asset or any Assumed Liability; (k) the Cash Amount; and (l) all goodwill of the Business.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on (a) On the terms and subject to the satisfaction of the conditions set forth herein in this Agreement, including the conditions precedent set forth in Article V, and in reliance on the Sale Orderrepresentations, at warranties, covenants and agreements set forth in this Agreement, the Closing, Sellers shall Seller agrees to sell, transfer, assign and convey grant to the Buyer, and the Buyer agrees to purchase, on the Closing Date without recourse to the Seller and without representations or cause to be sold, transferred, assigned and conveyed to Buyer warranties (or its designeeexcept as specifically set forth herein), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ the Seller’s right, title and interest as of the Closing in, to and under (i) the Loans that are identified on the Loan Transmittal Summary Form (the “Purchased Loans”) and all obligations with respect thereto, (ii) all principal, interest, fees and other payments and reimbursements of principal and interest with respect to the Purchased Loans (collectively, “Collections”) received or under deemed to have been received, in each case, after the following assets Closing Date, whether accruing before, on or after the Closing Date), (iii) all other claims, rights and remedies (including pursuant to any Proceeding) as against the Borrowers of the Purchased Loans, (iv) the Loan Files related to the Purchased Loans including the Notes evidencing the Purchased Loans, (v) subject to Section 6.11(b), all Nonpublic Personal Information related to the Purchased Loans, (vi) all documents, books, records and other information maintained by or on behalf of the Seller with respect to the Purchased Loans, (vii) all insurance policies. risk sharing agreements and other agreements or arrangements supporting or securing payment of the Purchased Loans, and (viii) all proceeds of the property referenced in clauses (i) through (vii) above (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind), nature and description, other than Permitted Encumbrances: (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any consideration of the foregoing, payment of the Estimated Purchase Price to the Seller in the manner provided in Section 2.1(b) and all rights subsequently adjusted pursuant to sue Section 2.1(e). The Estimated Purchase Price will be based upon the Estimated Schedule of Purchased Loans determined as of the Measuring Date and recover for any past, present or future infringement, dilution, misappropriation or other violation will be adjusted after the Closing Date pursuant to Section 2.1(e) based upon the Schedule of any such Business IP;Purchased Loans. (b) Delivery or transfer of the Acquired Assets shall be made on the Closing Date. On the Closing Date, the Buyer shall pay or cause to be paid to the Seller the Estimated Purchase Price by wire transfer of immediately available funds in U.S. dollars to the account specified by the Seller to the Buyer by written notice at least two (2) Business Internet Properties;Days prior to the Closing Date. (c) Upon receipt of (i) evidence of the Mobile Platform;payment of the Estimated Purchase Price and (ii) a fully executed Xxxx of Sale, Assignment and Assumption Agreement, the Seller shall cause the Purchased Loans to be delivered to the Buyer by delivering the Loan Transmittal Summary Form identifying the Purchased Loans to the Buyer and, if applicable, in its capacity as the custodian of the Loan Files related to the Purchased Loans including the Notes evidencing the Purchased Loans, indicating in its books and records that the Buyer is the holder of the Purchased Loans and the related Loan Files. (d) all Business Data;The sale and purchase of the Acquired Assets on the Closing Date shall be consummated upon (i) the payment by the Buyer to the Seller of the Estimated Purchase Price in the manner provided in Section 2.1(b) and (ii) the execution and delivery by the Seller and the Buyer of the Xxxx of Sale, Assignment and Assumption Agreement. Upon the satisfaction of such conditions, such sale and purchase shall be effective as of 11:59 p.m. (New York City time) on the Closing Date. (e) all Contracts listed Within sixty (60) days after the Closing Date, the Buyer shall provide the Seller with the Schedule of Purchased Loans and shall calculate the Purchase Price based upon the Schedule of Purchased Loans, subject to the Seller timely providing any information reasonably requested by the Buyer to prepare the Schedule of Purchased Loans. The Seller shall have fifteen (15) Business Days after delivery of the Schedule of Purchased Loans and Purchase Price calculation to review and comment on the Schedule of Purchased Loans and the Purchase Price calculation. During this period the Seller and the Buyer (to the extent available to it) will provide information relating to the Schedule of Purchased Loans and calculation of the Purchase Price as reasonably requested by the other, and the Buyer will meet with the Seller to discuss this information and the calculations. If during this fifteen (15) Business Day period the Seller does not notify the Buyer that it disagrees with the Buyer’s Purchase Price calculation, then the Buyer’s calculation will be final and binding on the Buyer and the Seller as of the end of such fifteen (15) Business Day period. If during this fifteen (15) Business Day period the Seller notifies the Buyer that the Seller disagrees with the Buyer’s calculation, the Buyer and the Seller will meet to attempt to resolve any differences. If they are unable to agree on the adjustments within the next thirty (30) days, then the Buyer and the Seller will be free to pursue an additional review by jointly selecting an independent accounting firm to review the calculations and make a determination as to the Purchase Price. If the Seller and the Buyer are unable to agree on an accounting firm, then they will apply to the American Arbitration Association to make the selection. (The independent accounting firm selected pursuant to this Section 2.1(e) is referred to herein as the “Arbitration Firm”). The Arbitration Firm will be instructed to complete its review within twenty (20) days and to calculate the Purchase Price in accordance with this Section 2.1. The decision of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (Arbitration Firm will be final and binding on the “Transferred Contracts”);Buyer and the Seller. (f) all rights If the Purchase Price as finally determined pursuant to Section 2.1(e) exceeds the Estimated Purchase Price, then the Buyer shall pay the Seller the amount of publicitysuch excess no later than fifteen (15) Business Days after the date of final determination pursuant to Section 2.1(e) by wire transfer of immediately available funds in U.S. dollars to the account specified by the Seller to the Buyer by written notice at least two (2) Business Days prior to such payment. If the Purchase Price as finally determined pursuant to Section 2.1(e) is less than the Estimated Purchase Price, personality rights and similar rights primarily relating to, used then the Seller shall refund to the Buyer the amount of such difference within fifteen (15) Business Days after the date of final determination pursuant to Section 2.1(e) by wire transfer of immediately available funds in U.S. dollars to the account specified by the Buyer to the Seller by written notice at least two (or held for use in2) or arising out of, the sale or marketing of any products or services of the Business;Business Days prior to such payment. (g) After the Closing Date, the Seller shall promptly (and in any event within two (2) Business days after receipt and identification thereof) remit or credit, or cause to be remitted or credited, to the Buyer all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and funds received by the Seller that constitute Collections received after the Closing Date with respect to any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the Business;Purchased Loans. (h) all transferrable rights (but not The Buyer will be responsible for the expense of any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating notices sent to any other Acquired Asset referenced in this Section 2.1; (i) any other assets, properties, the applicable Borrowers regarding the purchase and rights listed on Section 2.1(i) sale of the Disclosure SchedulesLoans; provided that the Seller shall cooperate with all reasonable requests by the Buyer to accurately and timely deliver all such notifications. Such notices shall be in form and substance and in accordance with timing mutually agreed upon by both parties.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on On the terms and subject to the conditions set forth herein and in the Sale Orderof this Agreement, at the Closing, Sellers Seller and AAH Holdings shall sell, transferassign, assign convey and convey to Buyer, or cause to be sold, transferred, assigned and conveyed transfer to Buyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ Seller’s right, title and interest as of the Closing in, to and under all of the business, properties, assets, goodwill and rights of Seller and AAH Holdings of whatever kind or under nature, real or personal, tangible or intangible, owned, leased or licensed to Seller and/or AAH Holdings and used, held for use, or intended to be used in operating or maintaining the following assets Business, wherever located and whether now existing or hereafter acquired, other than the Excluded Assets (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind). The Acquired Assets include, nature and descriptionbut are not limited to, other than Permitted Encumbrancesthe following: (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPAll Inventory; (b) all supplies and equipment, wherever located, used or held for use in manufacturing, testing, storing or handling of the Business Internet PropertiesSeller’s Products; (c) all computers, servers, supplies, equipment and other fixed assets of the Mobile PlatformBusiness, wherever located, including the items listed on Schedule 2.1(c); (d) all Business Datasupplier and customer lists and pricing information relating to the Business; (e) all Contracts (including purchase orders) to which Seller and/or AAH Holdings is a party to the extent related to the Business or any Transferred Employee, including those Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the Schedule 2.1(e)(the “Transferred Assumed Contracts”); (f) all rights of publicityBusiness Intellectual Property Rights, personality rights including Software, Source Code, domain names, telephone and similar rights primarily relating tofacsimile numbers, used in (or held for use in) or arising out ofemail addresses and the other Intellectual Property Rights set forth on Schedule 2.1(f), and the sale or marketing of any products or services of the Businessgoodwill associated therewith; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of Permits related to the Business; (h) all transferrable rights (prepaid items, backlogs, advances and deposits of the Business to third parties, including but not any obligationslimited to those set forth on Schedule 2.1(h) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any other Acquired Asset referenced in this Section 2.1be delivered at Closing (the “Prepaid Items”); (i) any other assetsall of Seller’s and AAH Holdings’ claims, propertiescauses of action, defenses and rights of offset or counterclaim against third parties relating to any Acquired Asset or any Assumed Liability, including unliquidated rights under manufacturers’ or vendors’ warranties, if any; (j) all books and records relating to the Business, including all accounting records, quality records, product designs, design history files, manufacturing drawings and all technical, sales and marketing promotional literature; (k) all insurance benefits to the extent relating to claims arising out of events that occurred prior to Closing (if any) and associated with the Acquired Assets, including such rights and proceeds receivable or hereafter received under any insurance policy written prior to the Closing; (l) all marketing materials in print and digital files including art work, all packaging art work and files, all product photography, purchased photography, candid and animal photos and in-action photography, including future designs that are in process, samples and product display items; (m) all assets listed on Section 2.1(iSchedule 2.1(m); and (n) of all goodwill associated with the Disclosure SchedulesBusiness and the Acquired Assets.

Purchase and Sale of the Acquired Assets. Pursuant The Seller agrees to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign convey, assign, and convey deliver to BuyerPurchaser with full title guarantee, or cause and Purchaser agrees to be soldpurchase from the Seller, transferredat the Completion and subject to and upon the terms and conditions contained herein, assigned free and conveyed clear of any Liens other than the Liens set forth on Schedule 2.1 (the “Permitted Liens”) (and in the case of the Assigned Agreements, subject to Buyer (or its designeethe terms of the Assigned Agreements, the Assignment and Assumption Agreements and the provisions of Section 2.8), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ the Seller’s right, title and interest as of the Closing in, to or and under all of the following assets assets, properties and rights (whether tangible or intangible, whether real, personal or mixed, whether fixed, contingent or otherwise and including the Seller’s Intellectual Property rights contained therein or related thereto) (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances:): (a) all Business IPof the Acquired Shares, with effect from and any goodwill associated therewith, together with including the Completion Date to the intent that as from that date all rights and advantages accruing to collect royalties and other proceeds and payments in connection with the Acquired Shares, including any of dividends or distributions declared or paid on the foregoingAcquired Shares after that date, and all rights will belong to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPthe Purchaser; (b) all Inter-Company Debt payable to the Business Internet PropertiesSeller or Stem Cell Sciences LLC; (c) all goodwill and going concern value of the Mobile PlatformBusiness, insofar as the same is held by the Seller (as opposed to the Acquired Group); (d) all Business Datathe written contracts, which will be assigned to Purchaser effective as of the Completion Date, set forth on Schedule 2.1(d) (collectively, the “Assigned Agreements”); (e) all Contracts listed on Section 2.1(ethe Seller’s rights and obligations under any other grants, collaborations or material agreements to the extent comprising (or to the extent used in the operation of) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”);Business; and (f) all other assets, properties and rights of publicity, personality rights and similar rights primarily relating to, the Seller to the extent comprising (or to the extent used in (or held for use inthe operation of) or arising out ofthe Business, other than the sale or marketing Excluded Assets. The Parties acknowledge that Purchaser is acquiring, by virtue of any products or services its acquisition of the Business; Acquired Shares, an indirect ownership interest (gas stockholder) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing over the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the Business; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating to any other Acquired Asset referenced in this Section 2.1; (i) any other assets, properties, goodwill and rights listed on Section 2.1(i) of the Disclosure SchedulesAcquired Group.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions set forth herein and in the Sale Order, at the Closing, Sellers shall sell, transfer, assign and convey to Buyer, or cause to be sold, transferred, assigned and conveyed to Buyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing in, to or under the following assets (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances: (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IP; (b) the Business Internet Properties; (c) the Mobile Platform; (d) all Business Data; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”); (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the Business; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the Business; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts to the extent relating to any other Acquired Asset referenced in this Section 2.1; (i) any other assets, properties, and rights listed on Section 2.1(i) of the Disclosure Schedules.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on On the terms and subject to the conditions set forth herein and in the Sale Orderof this Agreement, at the Closing, Sellers Seller shall sell, transferassign, assign convey and convey to Buyer, or cause to be sold, transferred, assigned and conveyed transfer to Buyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ Seller’s right, title and interest as of the Closing in, to and under all of the business, properties, assets, goodwill and rights of Seller of whatever kind or under nature, real or personal, tangible or intangible, owned, leased or licensed to Seller andused,held for use, or intended to be usedin operating or maintaining the following assets Business, wherever located and whether now existing or hereafter acquired, other than the Excluded Assets (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind). The Acquired Assets include, nature and descriptionbut are not limited to, other than Permitted Encumbrancesthe following: (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPAll Inventory; (b) all supplies and equipment, wherever located, used or held for use in manufacturing, testing, storing or handling of the Business Internet Propertiesproducts; (c) all computers, servers, supplies, equipment and other fixed assets of the Mobile PlatformBusiness, wherever located, including the items listed on Schedule 2.1(c); (d) all Business Dataaccounts receivable of Seller (the “Accounts Receivable”); (e) all supplier and customer lists and pricing information relating to the Business; (f) all Contracts (including purchase orders) to which Seller is a party to the extent specifically related to the Business or any Transferred Employee, including those Contracts listed on Section 2.1(eSchedule 2.1(f) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Assumed Contracts”); (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the Business; (g) all advertising Business Intellectual Property Rights, including Software, Source Code, domain names, telephone and marketing materialsfacsimile numbers, samplesemail addresses and the other Intellectual Property Rights used in the Business, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar materialas set forth on Schedule 2.1(g), and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the Businessgoodwill associated therewith; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating Permits related to any other Acquired Asset referenced in this Section 2.1the Business; (i) any other assetsall prepaid items, propertiesbacklogs, advances and deposits of the Business to third parties, including but not limited to those set forth on Schedule 2.1(i) to be delivered at Closing (the “Prepaid Items”); (j) all of Seller’s claims, causes of action, defenses and rights listed of offset or counterclaim against third parties relating to any Acquired Asset or any Assumed Liability, including unliquidated rights under manufacturers’ or vendors’ warranties; (k) all books and records relating to the Business, including all accounting records, quality records, product designs, design history files, manufacturing drawings and all technical, sales and promotional literature; (l) all insurance benefits to the extent relating to claims arising out of events that occurred prior to Closing (if any) and associated with the Acquired Assets, including such rights and proceeds receivable or hereafter received under any insurance policy written prior to the Closing; (m) all right, title and interest of Seller in any real property and improvements, including those leasehold interests set forth on Section 2.1(iSchedule (m) of (the Disclosure Schedules“Leased Real Property”); and (n) all goodwill associated with the Business and the Acquired Assets.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on Upon the terms and subject to the conditions contained in this Agreement, and based on the representations, warranties, covenants and agreements set forth herein and in the Sale Orderherein, at the Closing, Sellers each of National Pump, GulfCo and LD Services shall sell, convey, transfer, assign and convey deliver to Buyer, or cause to be sold, transferred, assigned and conveyed to Buyer (or its designee)URNA, and Buyer (or its designee) Canadian Pump shall purchasesell, acquire convey, transfer, assign and accept deliver to URC, and URNA shall purchase from Sellers all each of Sellers’ National Pump, GulfCo and LD Services, and URC shall purchase from Canadian Pump, each such Seller’s right, title and interest as in and to all of the Closing inSellers’ assets, properties, rights and claims Related to the Business, whether tangible or under the following assets intangible, real, personal or mixed, except for Excluded Assets (collectively, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, Liens (other than Permitted Encumbrances: Liens), including all of such right, title and interest in and to: (a) all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IP; Accounts Receivable; (b) the Business Internet Properties; Inventory; (c) the Mobile Platform; Contracts; (d) all Business Data; the Acquired Intellectual Property; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”); Books and Records; (f) the Equipment; (g) the Leased Premises; (h) the Owned Real Property; (i) all rights causes of publicityaction, personality rights lawsuits, judgments, claims and demands of any nature available to or being pursued by any Seller or any of its Affiliates to the extent related to the Acquired Assets, the Assumed Liabilities or the ownership, use, function or value of any Acquired Asset, whether arising by way of counterclaim or otherwise; (j) all credits, prepaid expenses, deferred charges, advance payments, security deposits, prepaid items and duties to the extent related to an Acquired Asset; (k) to the extent their transfer is permitted by applicable Legal Requirements, all Governmental Authorizations and Non-Governmental Authorizations and all applications therefor; (l) the Non-Compete Agreements; and (m) all guaranties, warranties, indemnities and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing favor of any products Seller or services any of its Affiliates to the Business; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the Business; (h) all transferrable rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts relating extent related to any other Acquired Asset referenced in this Section 2.1; (i) any other assets, properties, and rights listed on Section 2.1(i) of the Disclosure SchedulesAsset.

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on Upon the terms and subject to the conditions set forth herein and in of this Agreement, on the Sale Order, at the ClosingClosing Date, Sellers shall sell, transfer, assign assign, convey and convey to Buyerdeliver, or cause to be sold, transferred, assigned assigned, conveyed and conveyed delivered, to Buyer (or its designee)Buyer, and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of the Closing Sellers in, to or under the following assets (collectively, excluding any Excluded Assets, the “Acquired Assets”) free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances:): (a) all Business IP, and Inventory located at any goodwill associated therewith, together with all rights Acquired Store as of immediately prior to collect royalties and other proceeds and payments in connection with any of the foregoing, and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPClosing; (b) all Equipment located at any Acquired Store as of immediately prior to the Business Internet PropertiesClosing; (c) all Assigned Agreements and all Avoidance Actions against any current or former supplier, vendor or landlord of the Mobile PlatformSellers or the Business who is a party to an Assigned Agreement; (d) all Business DataXxxxx Cash; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant to Section 2.7 (the “Transferred Contracts”)Permits and pending applications therefor; (f) all rights of publicity, personality rights and similar rights primarily relating to, used in (or held for use in) or arising out of, the sale or marketing of any products or services of the BusinessPre-Paid Expenses; (g) all advertising and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing goodwill associated with the heritage of any Trademarks, in each case primarily relating to, used in (or held for use in) or arising out of the BusinessAcquired Assets; (h) all transferrable Documents (other than those described in Section 2.2(c)) to the extent available and permitted by applicable Laws; (i) all Claims (other than returns of merchandise for warranty claims) to the extent arising out of, or relating to, any Acquired Store or Acquired Asset; (j) all rights (but not any obligations) of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation Contracts agreements relating to the Business, any other Acquired Store or any Acquired Asset referenced in this Section 2.1;(or any portion thereof); and (ik) any other assets, properties, properties and rights listed on Section 2.1(i) of the Disclosure SchedulesSchedule 2.1(k).

Purchase and Sale of the Acquired Assets. Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on In accordance with the terms and subject to upon the conditions set forth herein and in the Sale Orderof this Agreement, at the Closing, Sellers shall Seller hereby agrees to sell, transfer, assign and convey to Buyer, or cause to be sold, transferred, assigned and conveyed deliver to Buyer (or and cause its designeeAffiliates to sell, transfer, assign and deliver to Buyer), and Buyer (or its designee) shall agrees to purchase, acquire and accept from Sellers Seller or Seller’s Affiliate, as applicable, all of Sellers’ Seller’s or such Affiliate’s right, title and interest as of the Closing in, in and to or under the following assets assets, properties, rights and claims of Seller or such Affiliate (in each case, whether tangible or intangible) (collectively, the “Acquired Assets”) ), in each case free and clear of any and all Encumbrances of any and every kind, nature and description, other than Permitted Encumbrances: (a) the Company Equity Interests and all Business IP, and any goodwill associated therewith, together with all rights to collect royalties and other proceeds and payments in connection with any of the foregoing, rights and all rights to sue and recover for any past, present or future infringement, dilution, misappropriation or other violation of any such Business IPassets exclusively held by the Company; (b) all trade and other accounts receivable of Seller to the extent exclusively attributable to (including any portion of any commingled receivables which exclusively relate to the Business) or to the extent exclusively relating to the Business Internet Properties(including all receivables included in the Cash Payment adjustment described in Section 1.09) and all rights in connection with prepaid expenses exclusively relating to the Business; (c) all furniture, fixtures, supplies, equipment, hardware, computers and other tangible personal property located at the Mobile Platformproperty subject to the Real Property Lease and exclusively related to the Business, exclusively used by Business Employees (including employee laptops) or exclusively used in or exclusively relating to the operation of the Business; (d) all Business DataSeller’s rights and interests under the Real Property Lease; (e) all Contracts listed on Section 2.1(e) of the Disclosure Schedules or designated as Transferred Contracts pursuant leasehold interests in and to Section 2.7 (the “Transferred Contracts”); (f) all rights of publicity, personality rights and similar rights primarily relating to, personal property exclusively used in (or held for use in) or arising out of, exclusively relating to the sale or marketing of any products or services operation of the Business; (i) all Intellectual Property and other intangible property rights exclusively used in or exclusively relating to the operation of the Business, (ii) the Intellectual Property listed on Schedule 1.01(f) and Section 3.15 of the Disclosure Schedule, and (iii) all goodwill associated with all such Intellectual Property and other intangible property rights described in (i) or (ii); (g) all advertising Systems and marketing materials, samples, artwork, photography, images, videos, copy, catalogues, labels, brand books, style guides, retailer presentations, drawings, recordings and similar material, and any other material showing the heritage of any Trademarks, in each case primarily relating to, Technology exclusively used in (or held for use in) or arising out exclusively relating to the operation of the Business; (h) subject to Section 1.12, all transferrable rights (but not any obligations) of Sellers under non-disclosure Contracts to which Seller is party exclusively used in or confidentiality, non-compete, or non-solicitation Contracts exclusively relating to any other Acquired Asset referenced in this Section 2.1the operation of the Business; (i) all claims and rights (and benefits arising therefrom) with or against all Persons that exclusively relate to the Business, including all rights against suppliers under warranties covering any equipment or other tangible assets, all claims and rights under sales contracts, statements of work, purchase orders and other similar commitments; (j) all books and records, payroll, sales, marketing and promotional materials, catalogues and advertising literature, employee manuals, customer lists, vendors lists, insurance records, maintenance and asset history records, ledgers, and copies of all books of original entry, in each case, to the extent exclusively used in or exclusively relating to the operation of the Business or exclusively relating to the Acquired Assets; (k) all goodwill and going concern value to the extent exclusively related to the Business or exclusively related to any Acquired Asset; (l) all Business Data; and (m) any other assets, properties, and rights listed on Section 2.1(i) assets exclusively used in or exclusively related to the operation of the Disclosure SchedulesBusiness. Notwithstanding the foregoing, the Acquired Assets shall not include any Excluded Assets.