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

Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of this Agreement and in the Sale Order, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase, all right, title and interest of Sellers in, to or under all of the 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”) including all right, title and interest of Sellers in, to or under: (a) all Acquired Stores and related Assigned Real Property Leases; (b) all Business Properties and related Assigned Real Property Leases; (c) all Inventory in accordance with Section 2.5; (d) all Equipment; (e) all Assigned Agreements; (f) all Xxxxx Cash; (g) all Permits and pending applications therefor, in each case to the extent assignable; (h) all 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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 Schedule 2.1(s).

Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of this Agreement and in the Sale OrderAgreement, on the Closing Date, US Sellers and Canadian Seller, or the Receiver on behalf of the Canadian Seller, shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase, all right, title and interest of Sellers in, to or under all of the 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”) ), including all right, title and interest of Sellers in, to or under: (a) all Acquired Stores and related Assigned Real Property LeasesInventory; (b) all Business Properties and related Assigned Real Property Leases; (c) all Inventory in accordance with Section 2.5; (d) all Equipment; (e) all the Assigned Agreements; (f) all Xxxxx Cash; (gc) all Permits and pending applications therefor, in each case to the extent assignable; (hd) all Prepaid Business Intellectual Property, which for the avoidance of doubt, shall be transferred pursuant to the IP Assignments and not this Agreement; (e) all Pre-Paid Expenses; (if) all goodwill associated with the Acquired Intellectual PropertyAssets; (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; (lg) all Documents (other than those described in Section 2.2(c)) to the extent available and permitted to be transferred by applicable Laws and Laws, provided that Sellers may retain copies of all real such Documents to the extent required by Law or are reasonably necessary for Sellers to wind up their affairs following the Closing and personal property Tax Returns and Tax records are of Sellers the type described on Schedule 2.1(g), or otherwise related to the Acquired Stores and any related real propertypending or threatened litigation not acquired by Buyer pursuant to Section 2.1(h) or assumed by Buyer pursuant to Section 2.3; (ih) all 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 the extent arising out of, or relating to, the Business constituting any Excluded Asset or any Acquired Asset and Excluded Liability or (ii) all Avoidance Actions of Sellers, against Sellers (regardless of whether arising out or not such claims and causes of or relating to the Business or any Acquired Asset, provided that Buyer agrees to, action have been asserted by Sellers)) and pursuant to the Sale Order shall be deemed to, release all such Avoidance Actions; (n) all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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, rights of contribution, rights to refunds (other than Tax refunds described in Section 2.2(e)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 the Business, any Product or other Acquired Asset or any of the Assumed Liabilities; (qi) all lock boxes rights of Sellers primarily under non-disclosure or confidentiality, non-compete, or non-solicitation agreements relating to the any Product or Acquired Asset (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 Storesor any portion thereof); (r) all IT Assets; (sj) the Designation RightsLabeling Phone Numbers; and (tk) any other assets, properties, and rights listed on Schedule 2.1(s)the Manufacturing Equipment.

Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of this Agreement Agreement, and in subject to Section 2.6 and Article V with respect to the Sale OrderDesignation Rights and Designatable Leases, and Section 2.7(d), Section 2.9 and Article V with respect to Additional Contracts, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to BuyerBuyer or the applicable Assignee, and Buyer or such applicable Assignee shall purchase, all right, title and interest of Sellers Sellers, in, to or under all of the assets, properties and assets (including Intellectual Property) of Sellers of every kind and description, wherever located, real, personal or mixed, tangible or intangible, rights Related 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) the Excluded Assets, and the assets set forth below related theretofollowing assets, on properties and rights (collectively, 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 “Acquired Assets), in each case ”) free and clear of any and all EncumbrancesEncumbrances of any kind, nature or description and any Claims, in each case other than Permitted Post-Closing Encumbrances and Assumed Liabilities (collectively, excluding any Excluded Assets, those rights subject to Section 365(n) of the “Acquired Assets”) including all right, title and interest of Sellers in, Bankruptcy Code to or underthe extent applicable: (a) all Acquired Stores the Assigned Agreements and related Assigned Real Property Leasesthe Designation Rights; (b) all Business Properties and related Assigned Real Property LeasesAcquired Lease Rights; (c) all Inventory in accordance with Section 2.5Owned Real Property; (d) all EquipmentAcquired Inventory, all Acquired Receivables, all Acquired Equipment and all Acquired Improvements; (e) all Assigned AgreementsIntellectual 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 Schedule 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 foregoing together with the rights (A) to xxx and recover damages and obtain equitable relief for past, present and future infringement, misappropriation, dilution or 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 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 each of the businesses of Sellers to which the Trademarks included in the Acquired Intellectual Property pertain, and such businesses shall be ongoing and existing; (f) all Xxxxx Cash; (g) all Permits and pending applications therefor, in each case to the extent assignable; (h) all 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 or connected to the Business and or symbolized by any of the Acquired Assets 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 data owned or controlled (meaning any data Sellers have the ability to transfer in compliance with applicable Law) by any of the Sellers and contained in Sellers’ IT Systems, data centers or databases stored by third parties on behalf of Sellers or otherwise collected, accessed, acquired, stored, protected, used, re-used or otherwise processed by or on behalf of a Seller to the extent transferable)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, provided that(ii) Customer Data to the extent the sale or transfer of such Customer Data is not in contravention 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, to the extent the sale or transfer of such intangible assets candata is not be transferred to Buyerin contravention with applicable Law or any of any Seller’s applicable privacy policies or contractual restrictions (the data described in this clause (iii), Sellers shall be deemed to have granted to Buyer an exclusivetogether with the data described in clauses (i) and (ii), royaltythe “Acquired Data”); (h) any Claims, causes of action, claims, rights of recovery or rights of set-free right and license to use such intangible assets from and off arising under any IP Licenses included in the Assigned Agreements on or after the Closing Date, to the fullest extent permitted by applicable law and the underlying agreementsright to collect past and future royalties and other payments, 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 well as prepaid expenses of Sellers related to the Acquired Stores and any related real propertythereunder; (i) any and all Claims real (including real estate taxes, assessments and Proceedings related governmental impositions both general and special imposed under the laws of Sellers 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 the extent arising out of, or relating to, the Business such Acquired Lease or any other related Acquired Asset and (ii) all Avoidance Actions of SellersAssets; provided, regardless of whether arising out of that such Property Taxes are Assumed Liabilities or relating to the Business or any Acquired Asset, provided that Liabilities for which Buyer agrees to, and pursuant to the Sale Order shall be deemed to, release all such Avoidance Actionsis otherwise responsible hereunder; (nj) 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 obligations) of Sellers under any non-disclosure or confidentiality, non-compete, compete or non-solicitation agreements, to the extent any such agreement relates to the Business or any Acquired Asset; (l) 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, charges, 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 Businessdate hereof, and whether received prior to, on or after Closing Date, but less any proceeds in respect of the Acquired Store or any other asset referenced Assets set forth on Schedule 2.1(q) in this an aggregate amount not to exceed $13,000,000. (r) subject to Section 2.12.8(e), the KCD Notes from Sears Re as Seller; (os) telephoneall equity interests of SRC O.P. LLC owned by SRC Sparrow 2 LLC as Seller; provided, telexthat 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 telephone facsimile numbers and other directory listings used 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 Bankruptcy 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 connection with the Acquired StoresSRC O.P. LLC described in this subsection (s); (pt) 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 Actions and other rights, rebates, refunds, audits, rights of recovery, including insurance proceedsrights of setoff, possessed by Sellers as rights of the Closing 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, Business or any Acquired Asset or (excluding for the avoidance of doubt, any Claims arising under any Transaction Document), including, subject to the terms and conditions of the Assumed LiabilitiesSHIP 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; (qu) all lock boxes of Sellers primarily relating Contracts Related to the Business (i) online retail businesses of the Sellers operated through the websites xxx.xxxxxxxx.xxx that include a manufacturer’s warranty relating to Seller Products or Seller Services and xxx.xxxxxxxxxxxxxx.xxx; (ii) relating to repair services provided by the direct mail retail businesses 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 Sellers operated through subject of Section 2.1(e); (x) the Xxxxxxx’x catalog and right to receive the Pending Inventory; (iiiy) 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 Acquired Stores(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; (raa) all IT Assetsthe Store Cash; (sbb) to the Designation Rightsextent 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 (tcc) any proceeds from the sale or other assets, properties, and rights listed on Schedule 2.1(s)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. Upon Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions of this Agreement set forth herein and in the Sale Order, on at the Closing DateClosing, Sellers shall sell, transfer, assign, assign and convey and deliverto Buyer, or cause to be sold, transferred, assigned, assigned and conveyed and delivered, to BuyerBuyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of Sellers the Closing in, to or under all of the properties and following assets (including Intellectual Propertycollectively, the “Acquired Assets”) 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 EncumbrancesEncumbrances of any and every kind, nature and description, other than Permitted Encumbrances and Assumed Liabilities (collectively, excluding any Excluded Assets, the “Acquired Assets”) including all right, title and interest of Sellers in, to or underEncumbrances: (a) all Acquired Stores Business IP, and related Assigned Real Property Leasesany 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) all the Business Properties and related Assigned Real Property LeasesInternet Properties; (c) all Inventory in accordance with Section 2.5the Mobile Platform; (d) all EquipmentBusiness Data; (e) all Assigned AgreementsContracts 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 Xxxxx Cashrights 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 Permits advertising and pending applications thereformarketing 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 to primarily relating to, used in (or held for use in) or arising out of the extent assignableBusiness; (h) all Prepaid Expenses; transferrable rights (ibut not any obligations) 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent Contracts relating to the Business, any Acquired Store or any other asset Acquired 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 Schedule 2.1(s)Section 2.1(i) of the Disclosure Schedules.

Purchase and Sale of the Acquired Assets. Upon Subject to the terms and subject conditions hereof, at the Closing, the Sellers agree to sell to Buyer and Buyer agrees to purchase from the conditions Sellers, free and clear of this Agreement all liens, charges, security interests and other encumbrances described in the Sale OrderSection 3.8, on the Closing Date, Sellers shall sell, transfer, assign, convey and deliver, or cause pursuant to be sold, transferred, assigned, conveyed and delivered, to Buyera Bill of Sale, and Buyer shall purchasefor 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 (collectively, the "Acquired Assets"): (a) all right, title and interest of the Sellers inin and to the four thousand one hundred fifty (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 Phones"), together with the telephone booths, enclosures, stations, pedestals, apparatus, fixtures, circuit boards, coin banks and any other equipment physically connected to or under all of the 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 installed in or relating with the Acquired Phones (the Acquired Phones and such equipment being hereinafter collectively referred 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 "Equipment"); (other than Closing Date Acquired Stores and Closing Date Business Propertiesb) 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”) including all right, title and interest of the Sellers in, to and under all telephone location lease or under: 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 (aor non-exclusive, as the case may be) all right to install and maintain the Acquired Stores and related Assigned Real Property Leases; Phones at the locations set forth on Section 2.2(a) of the Disclosure Schedule (b) all Business Properties and related Assigned Real Property Leasescollectively, the "Contracts"); (c) all right, title and interest of the Sellers 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 accordance 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 2.52.2(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 and 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 Assigned Agreementssupplies, 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 2.2(e) of the Disclosure Schedule (collectively, the "Acquired Inventory"); (f) all Xxxxx Cashsoftware, 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 use granted to the Sellers with respect thereto (collectively, the "Software Licenses"); (g) the corporate names and logos (if any) of Coastal and Garden State, together with all Permits and pending applications therefor, in each case goodwill associated with or otherwise accruing to the extent assignableSellers with respect to such names, logos, the Contracts and the Business as it relates thereto (subject to the provisions of subsection 6.12(a)) (the "Goodwill"); (h) all Prepaid Expensesright, title and interest of the Sellers in and to all coin counting, sorting and scanning machines owned by them, including but not limited to those listed on Section 2.2(h) of the Disclosure Schedule (collectively, the "Acquired Machinery"); (i) all right, title and interest of the Sellers (a) in and to those certain motor vehicles owned by them (together with any loan agreements relating thereto, to the extent the same are transferable) which are listed on Section 2.2(i)(a) of the Disclosure Schedule (collectively, the "Acquired Intellectual PropertyVehicles"); 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 customer right, title and supplier listsinterest of the Sellers in and to all office furniture, other current computer and prospective customer information office equipment, office telephone and datasecurity systems, marketing research office fixtures and similar data being used or held for use installations, and all telephone installation and repair tools which are owned by Sellersthem, subject including but not limited to applicable Law or Contractsthose listed on Section 2.2(j) of the Disclosure Schedule (collectively, the "Miscellaneous Personal Property"); (k) all goodwill registries, applications, permits, franchises, licenses, authorizations and other intangible assets including correspondence approvals submitted or filed by any Seller to or with present any governmental or prospective customers regulatory authority, or issued or granted by any such authority to any Seller, in connection with operation of the Equipment and suppliers, advertising materials, Software programs, telephone exchange numbers, and other similar intangible assets associated with 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 Acquired Assets New York City Payphone Rules (to the extent transferableas such terms are hereinafter defined), 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 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. (other than those described in Section 2.2(c"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") to the extent available and permitted to be transferred by applicable Laws National Telecom USA, Inc., each an affiliate of Coastal, Garden State 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; Bektel (i) all Claims and Proceedings of Sellers to the extent arising out of, or relating tocollectively, the Business or any Acquired Asset "Cleartel Contract"), which contract was assigned by Coin Phone to Forttel and (ii) all Avoidance Actions assumed by Forttel in connection with its acquisition of SellersCoin Phones' assets, regardless of whether arising out of or relating and in turn assigned by Forttel to the Business or any Acquired Asset, provided that Buyer agrees toCoastal, and pursuant to which contract, among other things, Coastal receives compensation in respect of 0+/0- calls routed to Cleartel and originating from the Sale Order shall be deemed tofour hundred sixty five (465) Acquired Phones whose identification numbers and installation sites are listed on Section 2.2(l) of the Disclosure Schedule (collectively, release all such Avoidance Actions;the "Cleartel Phones"); and (nm) all rights right, title and interest of the Sellers under non-disclosure in and to all other tangible and intangible assets or confidentiality, non-compete, or non-solicitation agreements to personal property of the extent relating to the Business, any Acquired Store or any other asset referenced in this Section 2.1; (o) telephone, telex, and telephone facsimile numbers and other directory listings Sellers used in connection with the Acquired Stores; (p) all rights conduct of indemnity, warranty rights (including any manufacturer, vendor or supplier warranties, guaranties the Business and service obligations related to the Inventory and Equipment), rights of contribution, rights to refunds (other than Tax refunds described not otherwise enumerated in Section 2.2(e)), rights of reimbursement and other rights of recovery, including insurance proceeds, possessed by Sellers 2.2 hereof (excepting those which are specifically identified 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 Schedule 2.1(sExcluded Assets in Section 2.3 hereof).

Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of this Agreement and in the Sale OrderAgreement, on the Closing Date, Sellers Seller shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase, assume and accept conveyance, transfer, and delivery of, all right, title and interest of Sellers Seller in, to 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 caseSeller, as the same shall exist on the Closing Date, or, Date (but excluding 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 (buteach case, 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”) including all right, title and interest of Sellers in, to or under:): (a) all Accounts Receivable in connection with the accounts set forth on Schedule 2.1(a) (the “Acquired Stores and related Assigned Real Property LeasesAccounts Receivable”); (b) all Business Properties Equipment associated with the other Acquired Assets and related Assigned Real Property Leasesset forth on Schedule 2.1(b) (the “Acquired Equipment”); (c) (i) all Inventory Contracts (other than Leases) and (ii) all Licenses in accordance with Section 2.5each case set forth in Schedule 2.1(c) (collectively, the “Assumed Contracts”); (d) all Equipment;the Leases set forth in Schedule 2.1(d) (collectively, the “Assumed (e) all Assigned Agreements; (f) all Xxxxx Cash; (g) all Permits and pending applications therefortherefor associated with the other Acquired Assets and set forth on Schedule 2.1(e) (the “Acquired Permits”), in each case to the extent assignable; (hf) all Prepaid Expenses; Other than as arising from or in connection with a License that is not an Assumed Contract, (i) all Acquired rights of Seller in 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 Sellersdocumentation and media constituting, regardless of whether arising out of describing or relating to the Business or any Acquired AssetIntellectual Property, provided that Buyer agrees toincluding memoranda, and pursuant to the Sale Order shall be deemed tomanuals, release all such Avoidance Actions; (n) all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other asset referenced in this Section 2.1; (o) telephone, telex, and telephone facsimile numbers technical specifications 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 records wherever created 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 Businessform, 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 Schedule 2.1(s).

Purchase and Sale of the Acquired Assets. Upon Pursuant to sections 105, 363, and 365 of the Bankruptcy Code, on the terms and subject to the conditions of this Agreement set forth herein and in the Sale Order, on at the Closing DateClosing, Sellers shall sell, transfer, assign, assign and convey and deliverto Buyer, or cause to be sold, transferred, assigned, assigned and conveyed and delivered, to BuyerBuyer (or its designee), and Buyer (or its designee) shall purchase, acquire and accept from Sellers all of Sellers’ right, title and interest as of Sellers the Closing in, to or under all of the properties and following assets (including Intellectual Propertycollectively, the “Acquired Assets”) 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 EncumbrancesEncumbrances of any and every kind, nature and description, other than Permitted Encumbrances and Assumed Liabilities (collectively, excluding any Excluded Assets, the “Acquired Assets”) including all right, title and interest of Sellers in, to or underEncumbrances: (a) all Acquired Stores Business IP, and related Assigned Real Property Leasesany 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) all the Business Properties and related Assigned Real Property LeasesInternet Properties; (c) all Inventory in accordance with Section 2.5the Mobile Platform; (d) all EquipmentBusiness Data; (e) all Assigned AgreementsContracts 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 Xxxxx Cashrights 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 Permits advertising and pending applications thereformarketing 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 to primarily relating to, used in (or held for use in) or arising out of the extent assignableBusiness; (h) all Prepaid Expenses; transferrable rights (ibut not any obligations) 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements Contracts to the extent relating to the Business, any Acquired Store or any other asset Acquired 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 Schedule 2.1(s)Section 2.1(i) of the Disclosure Schedules.

Purchase and Sale of the Acquired Assets. Upon On the terms and subject to the conditions of this Agreement Agreement, at the Closing, Seller and in the Sale Order, on the Closing Date, Sellers AAH Holdings shall sell, transfer, assign, convey and deliver, or cause transfer to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchase, all of Seller’s right, title and interest of Sellers in, to or and under all of the properties business, properties, assets, goodwill and assets (including Intellectual Property) rights of Sellers Seller and AAH Holdings of every whatever kind and descriptionor nature, wherever located, real, personal real or mixedpersonal, tangible or intangible, to the extent owned, leasedleased or licensed to Seller and/or AAH Holdings and used, licensedheld for use, or intended to be used in operating or maintaining the Business, wherever located and whether now existing or hereafter acquired, other than the Excluded Assets (collectively, the “Acquired Assets”). The Acquired Assets include, but are not limited to, the following: (a) All Inventory; (b) all supplies and equipment, wherever located, used or held for use in manufacturing, testing, storing or relating to handling of 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”) including all right, title and interest of Sellers in, to or under: (a) all Acquired Stores and related Assigned Real Property Leases; (b) all Business Properties and related Assigned Real Property LeasesSeller’s Products; (c) all Inventory in accordance with Section 2.5computers, servers, supplies, equipment and other fixed assets of the Business, wherever located, including the items listed on Schedule 2.1(c); (d) all Equipmentsupplier and customer lists and pricing information relating to the Business; (e) all Assigned AgreementsContracts (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 Schedule 2.1(e)(the “Assumed Contracts”); (f) all Xxxxx CashBusiness Intellectual Property Rights, including Software, Source Code, domain names, telephone and facsimile numbers, email addresses and the other Intellectual Property Rights set forth on Schedule 2.1(f), and the goodwill associated therewith; (g) all Permits and pending applications therefor, in each case related to the extent assignableBusiness; (h) all prepaid items, backlogs, advances and deposits of the Business to third parties, including but not limited to those set forth on Schedule 2.1(h) to be delivered at Closing (the “Prepaid ExpensesItems”); (i) all of Seller’s and AAH Holdings’ claims, causes of action, defenses and rights of offset or counterclaim against third parties relating to any Acquired Intellectual PropertyAsset or any Assumed Liability, including unliquidated rights under manufacturers’ or vendors’ warranties, if any; (j) all customer books and supplier listsrecords relating to the Business, other current including all accounting records, quality records, product designs, design history files, manufacturing drawings and prospective customer information all technical, sales and data, marketing research and similar data being used or held for use by Sellers, subject to applicable Law or Contractspromotional 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 Schedule 2.1(m); and (n) 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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 Schedule 2.1(s).

Purchase and Sale of the Acquired Assets. Upon (a) On the terms and subject to the satisfaction of the conditions of set forth in this Agreement Agreement, including the conditions precedent set forth in Article V, and in reliance on the Sale Orderrepresentations, warranties, covenants and agreements set forth in this Agreement, the Seller agrees to sell, transfer, assign and grant to the Buyer, and the Buyer agrees to purchase, on the Closing Date, Sellers shall sell, transfer, assign, convey Date without recourse to the Seller and deliver, without representations or cause to be sold, transferred, assigned, conveyed and delivered, to Buyer, and Buyer shall purchasewarranties (except as specifically set forth herein), all of the Seller’s right, title and interest of Sellers in, to or 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 the properties principal and assets (including Intellectual Property) of Sellers of every kind and description, wherever located, real, personal or mixed, tangible or intangible, interest with respect to the extent ownedPurchased Loans (collectively, leased, licensed, used “Collections”) received or held for use in or relating deemed to the Businesshave been received, in each case, as the same shall exist on after 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 theretowhether accruing before, on or after 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 AssetsClosing 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 each case free and clear of any and all Encumbrances, other than Permitted Encumbrances and Assumed Liabilities clauses (i) through (vii) above (collectively, excluding any Excluded Assets, the “Acquired Assets”), in consideration of the payment of the Estimated Purchase Price to the Seller in the manner provided in Section 2.1(b) including all right, title and interest subsequently adjusted pursuant to Section 2.1(e). The Estimated Purchase Price will be based upon the Estimated Schedule of Sellers in, Purchased Loans determined as of the Measuring Date and will be adjusted after the Closing Date pursuant to or under: (aSection 2.1(e) all Acquired Stores and related Assigned Real Property Leases;based upon the Schedule of Purchased Loans. (b) all 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 Properties and related Assigned Real Property Leases;Days prior to the Closing Date. (c) all Inventory Upon receipt of (i) evidence of the 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 accordance with Section 2.5;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 Equipment;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 Assigned Agreements; Within sixty (f60) all Xxxxx Cash; (g) all Permits and pending applications therefor, in each case to the extent assignable; (h) all 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 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 fullest extent permitted Seller timely providing any information reasonably requested by applicable law 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 underlying agreements, as applicable; Purchase Price calculation. During this period the Seller and the Buyer (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; (iit) 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 will provide information relating to the Business or any Acquired Asset, provided that Buyer agrees toSchedule 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 Sale Order shall “Arbitration Firm”). The Arbitration Firm will be deemed to, release all such Avoidance Actions; instructed to complete its review within twenty (n20) all rights of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements days and to calculate the extent relating to the Business, any Acquired Store or any other asset referenced Purchase Price in accordance with this Section 2.1;. The decision of the Arbitration Firm will be final and binding on the Buyer and the Seller. (of) telephoneIf the Purchase Price as finally determined pursuant to Section 2.1(e) exceeds the Estimated Purchase Price, telexthen the Buyer shall pay the Seller the amount of such 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, and telephone facsimile numbers and other directory listings 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 connection with U.S. dollars to the Acquired Stores;account specified by the Buyer to the Seller by written notice at least two (2) Business Days prior to such payment. (pg) all rights of indemnityAfter the Closing Date, warranty rights the Seller shall promptly (including and in any manufacturerevent within two (2) Business days after receipt and identification thereof) remit or credit, vendor or supplier warrantiescause to be remitted or credited, 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 Buyer all funds received 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) Seller that constitute Collections received after the Closing Date Acquired Stores;with respect to any Purchased Loans. (rh) The Buyer will be responsible for the expense of any notices sent to the applicable Borrowers regarding the purchase and sale of the Loans; provided that the Seller shall cooperate with all IT Assets; (s) reasonable requests by the Designation Rights; and (t) any other assets, properties, Buyer to accurately and rights listed on Schedule 2.1(s)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. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and subject to the exclusions set forth in the Sale OrderSection 2.2, on at the Closing Date, Sellers Seller shall sell, assign, transfer, assign, convey and deliver, or shall cause one or more of the Selling Subsidiaries to be soldsell, transferredassign, assignedtransfer, conveyed convey and delivered, deliver to BuyerPurchaser (or a designated Subsidiary of Purchaser), and Buyer Purchaser shall (or cause a designated Subsidiary of Purchaser to) Back to Contents purchase, acquire and accept from Seller, or the applicable Selling Subsidiary or Subsidiaries, all of the right, title and interest of Sellers in, to or and under all of the properties and assets (including Intellectual Property) of Sellers of every kind whether tangible or intangible), properties, rights and descriptionclaims that are exclusively used or held for use by Seller or the applicable Selling Subsidiary or Subsidiaries in the Business, wherever locatedwhether tangible or intangible, real, personal or mixedmixed (collectively, tangible or intangible, to the extent owned, leased, licensed, used or held for use “Acquired Assets,” and as further provided in or relating to Section 3.11(c) of 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 AssetsDisclosure Schedule), in each case free and clear of any and all Encumbrances, other than Permitted Encumbrances and Assumed Liabilities (collectively, excluding any the Excluded Assets, the “Assets described in Section 2.2. The Acquired Assets”) including all right, title and interest of Sellers in, to or underAssets include: (a) all Acquired Stores Sold Module Products, subject to the Licensed Intellectual Property and related Assigned Real Property Leasesunderlying third party rights; (b) all Business Properties and related Assigned Real Property Leasesassets identified in Section 3.11(c) of the Disclosure Schedule; (c) all Inventory in accordance with Section 2.5Exclusive Business Information and General Business Information; (d) all EquipmentEmployee Information; (e) all Assigned Agreementsthe Permits and Product Certifications related to the Business or Module Products listed in Section 3.10 of the Disclosure Schedule, to the extent transferable; (f) all Xxxxx CashAssigned Intellectual Property; (g) all Permits and pending applications therefor, the Assumed Contracts set forth in each case to Section 2.1(g) of the extent assignableDisclosure Schedule; (h) all Prepaid Expensesthe Transferred Equipment; (i) all Acquired Intellectual Propertyaccounts receivable (net of uninsured bad debt) and Inventory as of the Closing Date related to the Sold Module Products; (j) all customer rights, claims, causes of action and supplier listscredits to the extent relating to any Acquired Asset, other current or any Assumed Liability, including all rights of Seller or any of the Selling Subsidiaries under or pursuant to all warranties, representations and prospective customer information guarantees made by suppliers, manufacturers and datacontractors in connection with products sold or services provided to Seller or any of the Selling Subsidiaries for or in connection with the Business, marketing research and similar data being used or held for use by Sellers, subject to applicable Law in respect of any Acquired Asset or Contractsany Assumed Liability; (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;Cash Amount; and (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 goodwill 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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 Schedule 2.1(s).

Purchase and Sale of the Acquired Assets. Upon On the terms and subject to the conditions of set forth in this Agreement Agreement, and subject to the exclusions set forth in the Sale OrderSection 2.2, on at the Closing Date, Sellers Seller shall sell, assign, transfer, assign, convey and deliver, or shall cause one or more of the Selling Subsidiaries to be soldsell, transferredassign, assignedtransfer, conveyed convey and delivered, deliver to BuyerPurchaser (or a designated Subsidiary of Purchaser), and Buyer Purchaser shall (or cause a designated Subsidiary of Purchaser to) purchase, acquire and accept from Seller, or the applicable Selling Subsidiary or Subsidiaries, all of the right, title and interest of Sellers in, to or and under all of the properties and assets (including Intellectual Property) of Sellers of every kind whether tangible or intangible), properties, rights and descriptionclaims that are exclusively used or held for use by Seller or the applicable Selling Subsidiary or Subsidiaries in the Business, wherever locatedwhether tangible or intangible, real, personal or mixedmixed (collectively, tangible or intangible, to the extent owned, leased, licensed, used or held for use “Acquired Assets,” and as further provided in or relating to Section 3.11(c) of 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 AssetsDisclosure Schedule), in each case free and clear of any and all Encumbrances, other than Permitted Encumbrances and Assumed Liabilities (collectively, excluding any the Excluded Assets, the “Assets described in Section 2.2. The Acquired Assets”) including all right, title and interest of Sellers in, to or underAssets include: (a) all Acquired Stores Sold Module Products, subject to the Licensed Intellectual Property and related Assigned Real Property Leasesunderlying third party rights; (b) all Business Properties and related Assigned Real Property Leasesassets identified in Section 3.11(c) of the Disclosure Schedule; (c) all Inventory in accordance with Section 2.5Exclusive Business Information and General Business Information; (d) all EquipmentEmployee Information; (e) all Assigned Agreements;the Permits and Product Certifications related to the Business or Module Products listed in Section 3.10 of the Disclosure Schedule, to the extent transferable; Back to Contents (f) all Xxxxx CashAssigned Intellectual Property; (g) all Permits and pending applications therefor, the Assumed Contracts set forth in each case to Section 2.1(g) of the extent assignableDisclosure Schedule; (h) all Prepaid Expensesthe Transferred Equipment; (i) all Acquired Intellectual Propertyaccounts receivable (net of uninsured bad debt) and Inventory as of the Closing Date related to the Sold Module Products; (j) all customer rights, claims, causes of action and supplier listscredits to the extent relating to any Acquired Asset, other current or any Assumed Liability, including all rights of Seller or any of the Selling Subsidiaries under or pursuant to all warranties, representations and prospective customer information guarantees made by suppliers, manufacturers and datacontractors in connection with products sold or services provided to Seller or any of the Selling Subsidiaries for or in connection with the Business, marketing research and similar data being used or held for use by Sellers, subject to applicable Law in respect of any Acquired Asset or Contractsany Assumed Liability; (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;Cash Amount; and (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 goodwill 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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 Schedule 2.1(s).

Purchase and Sale of the Acquired Assets. Upon On the terms and subject to the conditions of this Agreement and in Agreement, at the Sale OrderClosing, on the Closing Date, Sellers Seller shall sell, transfer, assign, convey and delivertransfer to Buyer all of Seller’s right, title and interest in, to and under all of the business, properties, assets, goodwill and rights of Seller of whatever kind or nature, real or personal, tangible or intangible, owned, leased or licensed to Seller andused,held for use, or cause intended to be soldusedin operating or maintaining the Business, transferredwherever located and whether now existing or hereafter acquired, assignedother than the Excluded Assets (collectively, conveyed the “Acquired Assets”). The Acquired Assets include, but are not limited to, the following: (a) All Inventory; (b) all supplies and deliveredequipment, wherever located, used or held for use in manufacturing, testing, storing or handling of the Business products; (c) all computers, servers, supplies, equipment and other fixed assets of the Business, wherever located, including the items listed on Schedule 2.1(c); (d) all accounts receivable of Seller (the “Accounts Receivable”); (e) all supplier and customer lists and pricing information relating to Buyerthe 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 Schedule 2.1(f) (the “Assumed Contracts”); (g) all Business Intellectual Property Rights, including Software, Source Code, domain names, telephone and facsimile numbers, email addresses and the other Intellectual Property Rights used in the Business, as set forth on Schedule 2.1(g), and Buyer shall purchasethe goodwill associated therewith; (h) all Permits related to the Business; (i) all prepaid items, backlogs, 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 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 Sellers inSeller in any real property and improvements, to or under all of the 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 those leasehold interests 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 Schedule (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 m) (collectively, excluding any Excluded Assets, the “Acquired AssetsLeased Real Property”) including all right, title and interest of Sellers in, to or under:); and (a) all Acquired Stores and related Assigned Real Property Leases; (b) all Business Properties and related Assigned Real Property Leases; (c) all Inventory in accordance with Section 2.5; (d) all Equipment; (e) all Assigned Agreements; (f) all Xxxxx Cash; (g) all Permits and pending applications therefor, in each case to the extent assignable; (h) all 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; (kn) 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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 Schedule 2.1(s).

Purchase and Sale of the Acquired Assets. Upon In accordance with the terms and subject to upon the conditions of this Agreement and in Agreement, at the Sale OrderClosing, on the Closing Date, Sellers shall Seller hereby agrees to sell, transfer, assignassign and deliver to Buyer (and cause its Affiliates to sell, convey transfer, assign and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, deliver to Buyer), and Buyer shall agrees to purchase, acquire and accept from Seller or Seller’s Affiliate, as applicable, all of Seller’s or such Affiliate’s right, title and interest of Sellers in, to or under all of the properties in and assets (including Intellectual Property) of Sellers of every kind and description, wherever located, real, personal or mixed, tangible or intangible, to the extent ownedfollowing assets, leasedproperties, licensed, used rights and claims of Seller or held for use in or relating to the Business, such Affiliate (in each case, as whether tangible or intangible) (collectively, 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, Encumbrances other than Permitted Encumbrances and Assumed Liabilities (collectively, excluding any Excluded Assets, the “Acquired Assets”) including all right, title and interest of Sellers in, to or underEncumbrances: (a) the Company Equity Interests and all Acquired Stores of the rights and related Assigned Real Property Leasesassets 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 Properties (including all receivables included in the Cash Payment adjustment described in Section 1.09) and related Assigned Real Property Leasesall rights in connection with prepaid expenses exclusively relating to the Business; (c) all Inventory furniture, fixtures, supplies, equipment, hardware, computers and other tangible personal property located at the property subject to the Real Property Lease and exclusively related to the Business, exclusively used by Business Employees (including employee laptops) or exclusively used in accordance with Section 2.5or exclusively relating to the operation of the Business; (d) all EquipmentSeller’s rights and interests under the Real Property Lease; (e) all Assigned Agreementsleasehold interests in and to all personal property exclusively used in or exclusively relating to the operation of the Business; (fi) all Xxxxx CashIntellectual 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 Permits Systems and pending applications therefor, Technology exclusively used in each case or exclusively relating to the extent assignableoperation of the Business; (h) subject to Section 1.12, all Prepaid ExpensesContracts to which Seller is party exclusively used in or exclusively relating to the operation of the Business; (i) all Acquired Intellectual Propertyclaims 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 and supplier lists, other current vendors lists, insurance records, maintenance and prospective customer information asset history records, ledgers, and datacopies of all books of original entry, marketing research and similar data being in each case, to the extent exclusively used in or held for use by Sellers, subject exclusively relating to applicable Law the operation of the Business or Contractsexclusively relating to the Acquired Assets; (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 (going concern value to the extent transferable), provided that, exclusively related to the extent such intangible assets cannot be transferred Business or exclusively related 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 applicableany Acquired Asset; (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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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 RightsData; and (tm) any other assetsassets exclusively used in or exclusively related to the operation of the Business. Notwithstanding the foregoing, properties, and rights listed on Schedule 2.1(s)the Acquired Assets shall not include any Excluded Assets.

Purchase and Sale of the Acquired Assets. Upon the terms and subject The Seller agrees to the conditions of this Agreement and in the Sale Order, on the Closing Date, Sellers shall sell, transfer, convey, assign, convey and deliver, or cause deliver to be sold, transferred, assigned, conveyed and delivered, to BuyerPurchaser with full title guarantee, and Buyer shall purchasePurchaser agrees to purchase from the Seller, at the Completion and subject to and upon the terms and conditions contained herein, free and 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 the terms of the Assigned Agreements, the Assignment and Assumption Agreements and the provisions of Section 2.8), all of the Seller’s right, title and interest of Sellers in, to or and under all of the following assets, properties and assets rights (including Intellectual Property) of Sellers of every kind and descriptionwhether tangible or intangible, wherever located, whether real, personal or mixed, tangible whether fixed, contingent or intangible, to otherwise and including the extent owned, leased, licensed, used Seller’s Intellectual Property rights contained therein 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”) including all right, title and interest of Sellers in, to or under:): (a) all of the Acquired Stores Shares, with effect from and related Assigned Real Property Leasesincluding the Completion Date to the intent that as from that date all rights and advantages accruing to the Acquired Shares, including any dividends or distributions declared or paid on the Acquired Shares after that date, will belong to the Purchaser; (b) all Business Properties and related Assigned Real Property LeasesInter-Company Debt payable to the Seller or Stem Cell Sciences LLC; (c) all Inventory in accordance with Section 2.5goodwill and going concern value of the Business, insofar as the same is held by the Seller (as opposed to the Acquired Group); (d) all Equipmentthe 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 Assigned Agreements;the 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) the Business; and (f) all Xxxxx Cash; (g) all Permits other assets, properties and pending applications therefor, in each case rights of the Seller to the extent assignable; comprising (h) all 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 used in 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; (loperation of) 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other asset referenced in this Section 2.1; (o) telephonethan the Excluded Assets. The Parties acknowledge that Purchaser is acquiring, telex, and telephone facsimile numbers and other directory listings used in connection with by virtue of its acquisition of the Acquired Stores; Shares, an indirect ownership interest (pas stockholder) all rights of indemnity, warranty rights (including any manufacturer, vendor or supplier warranties, guaranties and service obligations related to over 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, goodwill and rights listed on Schedule 2.1(s)of the Acquired Group.

Purchase and Sale of the Acquired Assets. Upon On the terms and subject to the conditions of this Agreement set forth herein and in the Sale Order, on at the Closing DateClosing, Sellers shall sell, transfer, assign, convey and deliver, or cause to be sold, transferred, assigned, conveyed and delivered, to Buyerconvey, and Buyer shall purchasedeliver to Purchaser or a Designated Purchaser, and Purchaser or a Designated and to the Acquired Assets as of the Closing, free and clear of all right, title and interest of Sellers in, to or under Encumbrances other than A cquired Assets means all of the properties properties, rights, interests and other assets (including Intellectual Property) of Sellers as of the Closing of every kind and descriptionnature, wherever locatedwhether tangible or intangible (including goodwill), real, personal personal, or mixed, tangible known or intangibleunknown, 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 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 extent ownedClosing in accordance with Section 6.1, leasedincluding the following properties, licensedrights, used interests and other assets of Sellers, but excluding in all cases, the Excluded Assets: (a) other than any Excluded Cash, (i) all Cash and Cash Equivalents and (ii) all deposits (including maintenance deposits, customer deposits, and security deposits for rent, electricity, telephone or held for use otherwise) or prepaid or deferred charges and expenses, including all lease and rental payments that have been prepaid by any Seller and are not referenced in Section 1.1(f) or relating Section 1.1(p); (b) subject to S ection 1.5, all Contracts to which any Seller is a party, including the BusinessContracts 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, 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 all rights under 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”) including all right, title and interest of Sellers in, to or under: (a) all Acquired Stores and related such Assigned Real Property Leases; (b) all Business Properties and related Assigned Real Property LeasesContracts; (c) all Inventory 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 accordance with each case, for purposes of this Section 2.51.1(c), excluding any intercompany Indebtedness among Sellers and any amounts owing from any Excluded Subsidiary; provided, however, that Acquired Assets shall include the intercompany 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 Equipment;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 Assigned Agreements; (f) all Xxxxx Cash; (g) all Permits and pending applications therefor, in each case to the extent assignable; (h) all 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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 Owned Real Property listed on Schedule 2.1(sS chedule 1.1(e).

Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of contained in this Agreement Agreement, and in the Sale Order, based on the Closing Daterepresentations, Sellers warranties, covenants and agreements set forth herein, at the Closing, each of National Pump, GulfCo and LD Services shall sell, convey, transfer, assign, convey assign and deliver, or cause deliver to be sold, transferred, assigned, conveyed and delivered, to BuyerURNA, and Buyer Canadian Pump shall purchasesell, all convey, transfer, assign and deliver to URC, and URNA shall purchase from each of National Pump, GulfCo and LD Services, and URC shall purchase from Canadian Pump, each such Seller’s right, title and interest of Sellers in, in and to or under all of the properties Sellers’ assets, properties, rights and assets (including Intellectual Property) of Sellers of every kind and descriptionclaims Related to the Business, wherever locatedwhether tangible or intangible, real, personal or mixed, tangible or intangible, to the extent owned, leased, licensed, used or held except 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 Assets (collectively, excluding any Excluded Assets, the “Acquired Assets”) free and clear of Liens (other than Permitted Liens), including all of such right, title and interest of Sellers in, to or under: in and to: (a) all Acquired Stores and related Assigned Real Property Leases; the Accounts Receivable; (b) all Business Properties and related Assigned Real Property Leases; the Inventory; (c) all Inventory in accordance with Section 2.5; the Contracts; (d) all Equipment; the Acquired Intellectual Property; (e) all Assigned Agreements; the Books and Records; (f) all Xxxxx Cash; the Equipment; (g) all Permits and pending applications therefor, in each case to the extent assignable; Leased Premises; (h) all Prepaid Expenses; the Owned Real Property; (i) all Acquired Intellectual Property; (j) all customer causes of action, lawsuits, judgments, claims and supplier lists, other current and prospective customer information and data, marketing research and similar data demands of any nature available to or being used or held for use pursued 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 Seller 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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) its Affiliates to the extent related to the BusinessAcquired Assets, the Assumed Liabilities or the ownership, use, function or value of any Acquired Asset 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 in favor of any Seller or any of the Assumed Liabilities; (q) all lock boxes of Sellers primarily relating its Affiliates 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 extent related to any Acquired Stores; (r) all IT Assets; (s) the Designation Rights; and (t) any other assets, properties, and rights listed on Schedule 2.1(s)Asset.

Purchase and Sale of the Acquired Assets. Upon the terms and subject to the conditions of set forth in this Agreement and in the Sale Orderas modified or supplemented by any applicable Transfer Agreement, on the Closing Date, the Asset Sellers shall will sell, transfer, assign, convey and deliver, or cause deliver to be sold, transferred, assigned, conveyed and delivered, to Buyerthe Asset Buyers, and Buyer shall the Asset Buyers will purchase, accept and acquire from the Asset Sellers, free and clear of all rightEncumbrances except Permitted Encumbrances, title all properties, assets, rights, titles and interest of Sellers in, to or under all of the properties and assets (including Intellectual Property) of Sellers interests of every kind and descriptionnature, wherever located, real, personal owned or mixed, tangible or intangible, to leased by the extent owned, leased, licensed, Asset Sellers (including indirect and other forms of beneficial ownership) primarily used or held for use in or relating to the Business, in each casewhether tangible or intangible, as real or personal and wherever located and by whomever possessed, including, without limitation, all of the same shall exist on the Closing Date, or, in the case following assets but excluding Excluded Assets pursuant to Section 2.1.3 (all of Acquired Stores and Business Properties (other than Closing Date Acquired Stores and Closing Date Business Properties) and the assets set forth below related theretoto be sold, on the date the applicable Real Property Lease is assumed assigned, transferred and assigned delivered 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, Asset Buyers herein called the “Acquired Assets”) ): 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 rights under the Acquired Contracts, including any rights under tax abatements, incentive agreements, or other 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 such leases or financing documents); L. all Transferred Insurance Policies, including all rightprepaid insurance premiums and all rights to the benefits, title coverages and interest of Sellers in, to or under:proceeds under such Transferred Insurance Policies; and (a) M. all Acquired Stores goodwill as a going concern and related Assigned Real Property Leases; (b) all Business Properties and related Assigned Real Property Leases; (c) all Inventory in accordance with Section 2.5; (d) all Equipment; (e) all Assigned Agreements; (f) all Xxxxx Cash; (g) all Permits and pending applications therefor, other intangible properties; in each case to the extent assignable; (h) all 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 primarily used or held for use by Sellersin the Business; provided that, subject with respect to applicable Law or Contracts; (k) all goodwill the Technical Centers and other intangible assets including correspondence with present or prospective customers and suppliersSales Offices, advertising materials, Software programs, telephone exchange numbers, and other similar intangible assets associated with the Business and the Acquired Assets (will consist only of the assets specifically set forth in Schedule 2.1.2, as well as all end user computing and telecommunications devices used by employees dedicated to the extent transferable), Business; provided further 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 with respect to the Acquired Stores Contracts, such Contracts will include all Material Contracts and any related real property; (i) all Claims Assumed and Proceedings of Sellers to Assigned Contracts. Except for the extent arising out of, or relating toAcquired Assets, the Business or any Acquired Asset and (ii) Sellers will retain 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 of Sellers under non-disclosure or confidentiality, non-compete, or non-solicitation agreements to the extent relating to the Business, any Acquired Store or any other 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, rights and rights listed on Schedule 2.1(s)interests owned, used or held by the Asset Sellers.