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

Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, all of the assets of Seller existing on the date hereof other than the Excluded Assets (defined below), whether, tangible, or intangible, including, without limitation, the following assets of Seller relating to or used or useful in the operation of the business of Seller as conducted by Seller on and before the date hereof (the "Business") (all such assets being sold hereunder are referred to collectively herein as the "Assets"): (a) all tangible personal property of Seller (such as machinery, equipment, furniture and fixtures, and vehicles including, without limitation, that which is more fully described on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property"); (b) all of the inventory of Seller, including, without limitation, that which is more fully described on Schedule 1.1(b) hereto (collectively, the "Inventories"), subject to changes in the ordinary course of business since the Balance Sheet Date (as defined in Section 2.1.3 hereof (c) all of Sellers' intangible assets collectively, the "Intangibles"), including, without limitation, (i) all of Seller's rights to the names under which it is incorporated or under which it currently does business, (ii) all of Seller's rights to any patents, copyrights, trademarks, service marks, licenses or sublicenses, trade names, written know-how, trade secrets and all other similar proprietary data and the goodwill associated therewith (collectively, the "Intellectual Property") used or held in connection with the business, including those specifically listed on Schedule 1.1(c) hereto (collectively, the "Seller Intellectual Property"), and (iii) all of Seller's rights in its phone numbers and all of its account ledgers, sales and promotional literature, computer software, books, records, files, and data (including customer and supplier lists), and all other records of Seller relating to the Assets or the Business, excluding the corporation minutes books of Seller; (d) to the extent that Seller has the legal power to convey same, those leases, subleases, contracts, contract rights, and agreements, (collectively, the "Contracts") relating to the of the Business, specifically listed on Schedule 1.1(d) hereto (collectively, the Transferred "Contracts"); (e) to the extent that Seller has the legal power to convey same, all permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, licenses and other rights of every kind and character (collectively, the "Permits") of Seller obtained from governments and governmental agencies relating to including, without limitation, that which is more fully described on Schedule 1.1(e) hereto (collectively, the "Seller Permits"); (f) the goodwill and going concern value of the Business; and (g) to the extent that Seller has the legal power to convey same, all other or additional privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located that are used in the Business, intended for use in the Business, or necessary for the continued conduct of the Business other than the Excluded Assets. The Assets described in this subparagraph (g) shall include the right to complete all work in progress of Seller as it exists at 12:01 A.M. on March 15, 1997 (the Effective Date"). All customer payments due or to become due with respect to such work in process arising out of services performed or products furnished prior to the Effective Date shall be retained by Seller and all customer payments due or to become due with respect to services furnished and products furnished subsequent to the Effective Date shall be the property of Buyer. All expenses incurred, including expenses of wages or salaries of employees, incurred prior to the Effective Date shall remain the liability of Seller and all such expenses incurred after the Effective Date shall be the liability of Buyer. The Assets shall not include the following (collectively, the "Excluded Assets"); (i) notes or indebtedness owed to Seller including all of Seller's accounts receivable and all other rights of Seller to payment for services rendered by Seller before the Effective Date the ("Seller Receivables"); (ii) all cash accounts, cash equivalents or similar investments of Seller and all xxxxx cash of Seller kept on hand for use in the Business; (iii) all right, title and interest of Seller in and to all prepaid rentals, other prepaid expenses, prepaid taxes, bonds, deposits and financial assurance requirements, and other current assets relating to any of the Assets of the Business; (iv) the corporate charter, corporate seal, organizational documents and minute books of Seller; (v) all assets in possession of Seller but owned by third parties; (vi) all rights under the Contracts of Seller not specifically assigned to Buyer hereunder; and (viii) Seller's right, title and interest in and to this Agreement; and (ix) two hot oiler trucks, all tubing owned by Seller, and one end dump trailer.

Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, all of the assets of the Seller existing on the date hereof other than the Excluded Assets (defined below), whetherwhether real, tangiblepersonal, tangible or intangible, including, without limitation, the following assets of the Seller relating to or used or useful in the operation of the business of Seller as conducted by the Seller on and before the date hereof (the "Business") (all such assets being sold hereunder are referred to collectively herein as the "Assets"): (a) all tangible personal property of the Seller (such as machinery, equipment, leasehold improvements, furniture and fixtures, and vehicles vehicles), including, without limitation, that which is more fully described on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property"); (b) all of the inventory of Seller, including, including without limitation, that which is more fully described on Schedule 1.1(b) hereto (collectively, the "Inventories"), subject to changes in the ordinary course of business since the Balance Sheet Date (as defined in Section 2.1.3 hereof; (c) all of Sellers' the Seller's intangible assets collectivelyassets, the "Intangibles"), including, including without limitation, (i) all of the Seller's rights to the names under which it is incorporated or under which it currently does business, (ii) all of the Seller's rights to any patents, copyrightspatent applications, trademarks, trademarks and service marks, licenses or sublicensesmarks (including registrations and applications therefor), trade names, and copyrights and written know-how, trade secrets secrets, licenses and sublicenses and all other similar proprietary data and the goodwill associated therewith (collectively, the "Intellectual Property") used or held in connection with the businessBusiness, including those specifically listed without limitation, that which is more fully described on Schedule 1.1(c) hereto (collectively, the "Seller Intellectual Property"), ) and (iii) all of the Seller's rights in its phone telephone numbers and all of its account ledgers, sales and promotional literature, computer software, books, records, files, files and data (including customer and supplier lists), and all other records of the Seller relating to the Assets or the BusinessBusiness (collectively, excluding the corporation minutes books of Seller"Intangibles"); (d) to the extent that Seller has the legal power to convey same, those leases, subleases, contracts, contract rights, and agreements, (collectively, the "Contracts") agreements relating to the Assets or the operation of the Business, specifically Business listed on Schedule 1.1(d) hereto (collectively, the Transferred "Contracts"); (e) to all of the extent that Seller has the legal power to convey same, all permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, orders, licenses and other rights of every kind and character (collectively, the "Permits") relating principally to all or any of Seller obtained from governments and governmental agencies relating the Assets or to the operation of the Business, including, without limitationbut not limited to, that those which is are more fully described on Schedule 1.1(e) hereto (collectively, the "Seller Permits"); (f) the goodwill and going concern value of the Business; and (g) to the extent that Seller has the legal power to convey same, all other or additional privileges, rights, interests, properties and assets of the Seller of every kind and description and wherever located that are used in the Business, Business or intended for use in the BusinessBusiness in connection with, or that are necessary for the continued conduct of of, the Business other than the Excluded Assets. The Assets described in this subparagraph (g) shall include the right to complete all work in progress of Seller as it exists at 12:01 A.M. on March 15, 1997 (the Effective Date"). All customer payments due or to become due with respect to such work in process arising out of services performed or products furnished prior to the Effective Date shall be retained by Seller and all customer payments due or to become due with respect to services furnished and products furnished subsequent to the Effective Date shall be the property of Buyer. All expenses incurred, including expenses of wages or salaries of employees, incurred prior to the Effective Date shall remain the liability of Seller and all such expenses incurred after the Effective Date shall be the liability of BuyerBusiness. The Assets shall not include the following (collectively, the "Excluded Assets"); ): (i) notes or indebtedness owed to the assets described on Schedule 1.1 hereto, (ii) the real property owned by Seller including listed on Schedule 1.1, which constitutes all of the real property owned by the Seller, (iii) all of the Seller's accounts receivable and all other rights of the Seller to payment for services rendered by the Seller before the Effective Date the ("Seller Receivables")date hereof; (iiiv) all cash accounts, cash equivalents or similar investments accounts of the Seller and all xxxxx cash of the Seller kept on hand for use in the Business; (iiiv) all right, title and interest of the Seller in and to all prepaid rentals, other prepaid expenses, prepaid taxes, bonds, deposits and financial assurance requirements, and other current assets relating to any of the Assets of or the Business; (iv) the corporate charter, corporate seal, organizational documents and minute books of Seller; (vvi) all assets in possession of the Seller but owned by third parties; (vivii) all rights under the Contracts corporate charter, related organizational documents and minute books of Seller not specifically assigned to Buyer hereunderthe Seller; and (viii) Seller's right, title and interest in and the cash consideration paid or payable by Buyer to this Agreement; and (ix) two hot oiler trucks, all tubing owned by Seller, and one end dump trailerSeller pursuant to Section 1.2 hereof.

Purchase and Sale of the Assets. Subject On the Closing Date (defined in Section 2.1 below), Seller shall transfer, sell and assign to Purchaser, and Purchaser shall purchase from Seller, on the terms and subject to the conditions set forth in this Agreement, the specific assets used by the Division in connection with or related to the Business, whether known or unknown, tangible or intangible, real or personal, wherever situated, owned by Seller hereby agrees or in which Seller has any right, title or interest (all such assets and properties are collectively referred to sellin this Agreement as the "Purchased Assets"), convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, all of the assets of Seller existing on the date hereof other than the Excluded Assets (defined in Section 1.2 below), whether, tangible, or intangible, includingfree and clear of all Encumbrances other than the Liens (defined below) and Permitted Encumbrances. The Purchased Assets include, without limitation, the following assets of Seller relating to or used or useful in the operation of the business of Seller as conducted by Seller on and before the date hereof (the "Business") (all such assets being sold hereunder are referred to collectively herein as the "Assets"):following: (a) all tangible personal All patents, patent applications, trademarks, trademark applications and registrations, trade names, service marks, service names, copyrights, copyright applications and registrations, commercial and technical trade secrets, engineering, production and other designs, drawings, specifications, formulae, technology, computer and electronic data processing programs and software, inventions, processes, know-how, confidential information and other proprietary property rights and interests used in connection with the operation of or related to the Business owned, developed and licensed by Seller (such as machinery, equipment, furniture and fixturesor used by the Division to service the Users, and vehicles including, without limitation, that which the name "CareNet" and any derivation of such name (the "Division's Intellectual Property"). A complete list of the Division's Intellectual Property is more fully described set forth on the attached Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property"); (b) all All agreements entered into by Seller under which Seller has agreed to (i) provide access to the CareNet system software via its internet- based network (the "CareNet Network"); (ii) maintain and support the Division's Intellectual Property; and (iii) provide telephone assistance to the users of the inventory CareNet Network (items (i)-(iii) are collectively referred to as the "Service Agreements"). A complete list of Seller, including, without limitation, that which the Service Agreements is more fully described set forth on the attached Schedule 1.1(b) hereto (collectively, the "Inventories"), subject to changes in the ordinary course of business since the Balance Sheet Date (as defined in Section 2.1.3 hereof; (c) all of Sellers' intangible assets collectively, the "Intangibles"), including, without limitation, (i) all of Seller's rights to the names under which it is incorporated or under which it currently does business, (ii) all of Seller's rights to any patents, copyrights, trademarks, service marks, licenses or sublicenses, trade names, written know-how, trade secrets and all other similar proprietary data and the goodwill associated therewith (collectively, the "Intellectual Property") used or held in connection with the business, including those specifically listed on Schedule 1.1(c) hereto (collectively, the "Seller Intellectual Property"), and (iii) all of Seller's rights in its phone numbers and all of its account ledgers, sales and promotional literature, computer software, books, records, files, and data (including customer and supplier lists), and all other records of Seller relating to the Assets or the Business, excluding the corporation minutes books of Seller[Intentionally Omitted]; (d) to The public health contracts listed on the extent that Seller has attached Schedule 1.1(d) (the legal power to convey same, those leases, subleases, contracts, contract rights, "Public Health Contracts," and agreements, (collectivelytogether with the Service Agreements, the "Contracts") relating to the of the Business, specifically listed on Schedule 1.1(d) hereto (collectively, the Transferred "Assumed Contracts"); (e) to the extent that Seller has the legal power to convey same, all permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, licenses The computer servers and other rights of every kind and character (collectively, equipment listed on the "Permits") of Seller obtained from governments and governmental agencies relating to including, without limitation, that which is more fully described on attached Schedule 1.1(e) hereto (collectively, the "Seller PermitsEquipment"); (f) the goodwill All tangible and going concern value intangible assets of the Business; Division and (g) , to the extent that Seller has the legal power to convey same, all other or additional privileges, rights, interests, properties and assets of Seller of every kind and description and wherever located that are used in the Business, intended for use in the Business, or necessary for the continued conduct of the Business other than the Excluded Assets. The Assets described in this subparagraph (g) shall include the right to complete all work in progress of Seller as it exists at 12:01 A.M. on March 15, 1997 (the Effective Date"). All customer payments due or to become due exclusively with respect to such work in process arising out the Purchased Assets, all apparatus, computers, tapes and the Division's other tangible forms of services performed or products furnished prior to the Effective Date shall be retained by Seller media, electronic data processing equipment, fixtures, machinery, and all customer payments due or to become due with respect to services furnished and products furnished subsequent to the Effective Date shall be the property of Buyer. All expenses incurredequipment, including expenses of wages or salaries of employees, incurred prior to the Effective Date shall remain the liability of Seller and all such expenses incurred after the Effective Date shall be the liability of Buyer. The Assets shall not include the following (collectively, the "Excluded Assets"); (i) notes or indebtedness owed to Seller including all of Seller's accounts receivable and all other rights of Seller to payment for services rendered by Seller before the Effective Date the ("Seller Receivables"); (ii) all cash accounts, cash equivalents or similar investments of Seller and all xxxxx cash of Seller kept without limitation those listed on hand for use in the Business; (iii) all right, title and interest of Seller in and to all prepaid rentals, other prepaid expenses, prepaid taxes, bonds, deposits and financial assurance requirements, and other current assets relating to any of the Assets of the Business; (iv) the corporate charter, corporate seal, organizational documents and minute books of Seller; (v) all assets in possession of Seller but owned by third parties; (vi) all rights under the Contracts of Seller not specifically assigned to Buyer hereunder; and (viii) Seller's right, title and interest in and to this Agreement; and (ix) two hot oiler trucks, all tubing owned by Seller, and one end dump trailer.Schedule 1.1

Purchase and Sale of the Assets. Subject to the terms and ------------------------------- conditions set forth in this Agreement, Seller hereby agrees to sell, convey, transfer, sell and assign and deliver to BuyerPurchaser on the Closing Date, and Buyer hereby Purchaser agrees to purchase from Selleron the Closing Date, all of the operating assets and properties, personal, tangible and intangible, wherever situated, owned by Seller or in which Seller has any right or interest and used or usable in connection with the operation of Seller existing on the date hereof Business (whether known or unknown, tangible or intangible, real, personal or mixed, and wherever located) (all such assets and properties being hereinafter referred to as the "Assets"), other than the Excluded Assets (defined below), whether, tangible, or intangibleassets identified in Section 1.2, including, without limitation, the following following: (a) All furniture, fixtures and other fixed assets of owned by Seller relating to or and used or useful in the operation of the business of Seller as conducted by Seller on and before the date hereof (the "Business") (all such assets being sold hereunder are referred to collectively herein as the "Assets"): (a) all tangible personal property of Seller (such as machinery, equipment, furniture and fixtures, and vehicles including, including without limitation, that which is more fully described limitation those listed on Schedule 1.1(a) ), attached hereto (collectively, the "Tangible Personal Property");and made --------------- a part hereof. (b) all of The goodwill and other intangible assets associated with the inventory Business. (c) All patents, patent applications, trademarks, trademark applications and registrations, trade names, service marks, service names, copyrights, copy right applications and registrations, commercial and technical trade secrets, engineering, production and other designs, drawings, specifications, formulae, technology, computer and electronic data processing programs and software, inventions, processes, know-how, confidential information and other proprietary property rights and interests used in or relating to the Business or Division (hereinafter collectively referred to as the "Intellectual Property"), including, without limitation the items set forth on the attached Schedule 4.1(e); --------------- (d) All sales and business records, personnel records of Seller's employees, credit records of Seller's customers, customer list, advertising and promotional materials, and all other books and records of every kind and nature which relate to the Business, other than Seller's minute books and related corporate records. (e) All equipment, machinery, tools, dies, jigs, patterns, molds, engineering and office equipment, and vehicles used in connection with or related to the Business, including, without limitation, that which the items listed on the attached Schedule 1.1(e). --------------- (f) All leases entered into by Seller for the use of personal property to the extent such personal property is more fully described on Schedule 1.1(b) hereto used in connection with Business, and all other contracts and agreements (collectively, the "InventoriesContracts"), subject to changes entered into by Seller in the ordinary course of business since the Balance Sheet Date (as defined in Section 2.1.3 hereof (c) all of Sellers' intangible assets collectively, the "Intangibles")Business, including, without limitation, those described on Schedule -------- 1.1(f), other than those specifically excluded on Schedule 1.2(d). ------ --------------- (ig) all of Seller's rights to the names under which it is incorporated or under which it currently does business, (ii) all of Seller's rights to any patents, copyrights, trademarks, service marks, All licenses or sublicenses, trade names, written know-how, trade secrets and all other similar proprietary data and the goodwill associated therewith (collectively, the "Intellectual Property") used or permits held by Seller in connection with the business, including those specifically listed on Schedule 1.1(c) hereto (collectively, the "Seller Intellectual Property"), and (iii) all of Seller's rights in its phone numbers and all of its account ledgers, sales and promotional literature, computer software, books, records, files, and data (including customer and supplier lists), and all other records of Seller relating to the Assets Business or the BusinessAssets, excluding the corporation minutes books of Seller; (d) to the extent that Seller has the legal power to convey same, those leases, subleases, contracts, contract rights, and agreements, (collectively, the "Contracts") relating to the of the Business, specifically listed on Schedule 1.1(d) hereto (collectively, the Transferred "Contracts"); (e) to the extent that Seller has the legal power to convey same, all permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, licenses and other rights of every kind and character (collectively, the "Permits") of Seller obtained from governments and governmental agencies relating to including, without limitation, that which is more fully those described on Schedule 1.1(e1.1(g). --------------- (h) hereto All inventories of whatever nature or kind. (collectivelyi) All third party warranties and claims for warranties relating to the Business or the Assets, including, without limitation, the "Seller Permits"warranties set forth on Schedule 1.1(i);. --------------- (fj) the goodwill The leases and going concern value of the Business; and (g) to the extent that Seller has the legal power to convey samesubleases for all land, all other or additional privileges, rights, interests, properties buildings and assets of Seller of every kind and description and wherever located that are used in the Business, intended for use in the Business, or necessary for the continued conduct of the Business other than the Excluded Assets. The Assets described in this subparagraph (g) shall include the right to complete all work in progress of Seller as it exists at 12:01 A.M. on March 15, 1997 (the Effective Date"). All customer payments due or to become due with respect to such work in process arising out of services performed or products furnished prior to the Effective Date shall be retained improvements leased by Seller and all customer payments due or to become due used in connection with respect to services furnished and products furnished subsequent to the Effective Date shall be the property of Buyer. All expenses incurred, including expenses of wages or salaries of employees, incurred prior to the Effective Date shall remain the liability of Seller and all such expenses incurred after the Effective Date shall be the liability of Buyer. The Assets shall not include the following Business (collectively, the "Excluded AssetsReal Property"); , as described on the attached Schedule 1.1(i). --------------- (ik) notes or indebtedness owed to Seller including all All of Seller's accounts receivable receivable, including without limitation those described on the attached Schedule 1.1(k). --------------- (l) All of Seller's cash and all other cash equivalents. (m) All claims and rights of Seller to payment for services rendered by Seller before in connection with any litigation in which the Effective Date the ("Seller Receivables"); (ii) all cash accountsSeller, cash equivalents or similar investments of Seller and all xxxxx cash of Seller kept on hand for use in connection with the Business; (iii) all right, title and interest of Seller in and to all prepaid rentals, other prepaid expenses, prepaid taxes, bonds, deposits and financial assurance requirements, and other current assets relating to any of the Assets of the Business; (iv) the corporate charter, corporate seal, organizational documents and minute books of Seller; (v) all assets in possession of Seller but owned by third parties; (vi) all rights under the Contracts of Seller not specifically assigned to Buyer hereunder; and (viii) Seller's right, title and interest in and to this Agreement; and (ix) two hot oiler trucks, all tubing owned by Seller, and one end dump traileris a claimant.

Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, all of the assets of the Seller existing on the date hereof Effective Date other than the Excluded Assets (defined below), whetherwhether personal, tangible, tangible or intangible, including, without limitation, the following assets of the Seller relating to or used or useful in the operation of the business of Seller businesses as conducted by the Seller on and before the date hereof Effective Date (the "Business"Businesses) (all such assets being sold hereunder are referred to collectively herein as the "Assets"): (a) all tangible personal property of the Seller (such as machinery, equipment, furniture and fixturesvehicles), and vehicles including, without limitation, that which is more fully described on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property"); (b) all of the inventory of the Seller, including, including without limitation, that which is more fully described on Schedule 1.1(b) hereto (collectively, the "Inventories"), subject to changes in the ordinary course of business since the Balance Sheet Date (as defined in Section 2.1.3 hereof; (c) all of Sellers' the Sellers intangible assets collectivelyassets, the "Intangibles"), including, including without limitation, (i) all of Seller's the Sellers rights to the names under which it is incorporated or under which it currently does business, (ii) all of Seller's the Sellers rights to any patents, copyrightspatent applications, trademarks, trademarks and service marks, licenses or sublicensesmarks (including registrations and applications therefor), trade names, and copyrights and written know-how, trade secrets secrets, licenses and sublicenses and all other similar proprietary data and the goodwill associated therewith (collectively, the "Intellectual Property") used or held in connection with the businessBusinesses, including those specifically listed without limitation, that which is more fully described on Schedule 1.1(c) hereto (collectively, the "Seller Intellectual Property"), ) and (iii) all of Seller's rights in its phone numbers and all of its the Sellers account ledgers, sales and promotional literature, computer software, books, records, files, files and data (including customer and supplier lists), and all other records of the Seller relating to the Assets or the BusinessBusinesses, excluding the corporation minutes corporate minute books of Sellerthe Seller (collectively, the Intangibles); (d) those leases and subleases relating to the extent that Seller has the legal power to convey sameAssets, those leases, subleases, as well as contracts, contract rights, and agreements, (collectively, the "Contracts") agreements relating to the Assets or the operation of the Business, Businesses specifically listed on Schedule 1.1(d) hereto (collectively, the Transferred "Contracts"); (e) to all of the extent that Seller has the legal power to convey same, all permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, orders, licenses and other rights of every kind and character (collectively, the "Permits") relating principally to all or any of Seller obtained from governments and governmental agencies relating the Assets or to the operation of the Businesses, including, without limitationbut not limited to, that which is more fully described on Schedule 1.1(e) hereto (collectively, the "Seller Permits"); (f) the goodwill and going concern value of the BusinessBusinesses; and (g) to the extent that Seller has the legal power to convey same, all other or additional privileges, rights, interests, properties and assets of the Seller of every kind and description and wherever located that are used in the Business, Businesses or intended for use in the BusinessBusinesses in connection with, or that are necessary for the continued conduct of of, the Business other than Businesses, except for the Excluded Assets. The Assets described in this subparagraph (g) shall include the right to complete all work in progress of Seller , as it exists at 12:01 A.M. on March 15, 1997 (the Effective Date"). All customer payments due or to become due with respect to such work in process arising out of services performed or products furnished prior to the Effective Date shall be retained by Seller and all customer payments due or to become due with respect to services furnished and products furnished subsequent to the Effective Date shall be the property of Buyer. All expenses incurred, including expenses of wages or salaries of employees, incurred prior to the Effective Date shall remain the liability of Seller and all such expenses incurred after the Effective Date shall be the liability of Buyerdefined below. The Assets shall not include the following (collectively, the "Excluded Assets"); ): (i) notes or indebtedness owed to Seller including all of Seller's the Sellers accounts receivable and all other rights of the Seller to payment for services rendered by the Seller before the Effective Date the ("Seller Receivables")Date; (ii) all cash accounts, cash equivalents or similar investments accounts of the Seller and all xxxxx cash of the Seller kept on hand for use in the BusinessBusinesses; (iii) all right, title and interest of the Seller in and to all prepaid rentals, other prepaid expenses, prepaid taxes, bonds, deposits and financial assurance requirements, and other current assets relating to any of the Assets of or the BusinessBusinesses; (iv) the corporate charter, corporate seal, organizational documents and minute books of Seller; (v) all assets in possession of the Seller but owned by third parties; (v) the corporate charter, related organizational documents and minute books of the Seller; (vi) the Cash Consideration (as hereinafter defined) and the Key Shares (as hereinafter defined) paid or delivered by Buyer or Key to Seller and/or Seller's designee pursuant to Section 1.2 hereof, (vii) all rights under the Contracts of Seller not specifically assigned real property, leasehold improvements, furniture, fixtures and leases and/or subleases relating to Buyer hereunder; real property and (viii) Seller's right, title and interest in and to this Agreement; and (ix) two hot oiler trucks, all tubing owned by Seller, and one end dump trailerthose assets listed on Schedule 1.1(h).

Purchase and Sale of the Assets. Subject to the terms and conditions set forth in this Agreement, the Seller hereby agrees to sell, convey, transfer, assign and deliver to Buyer, and Buyer hereby agrees to purchase from Seller, all of the assets of the Seller existing on the date hereof Effective Date other than the Excluded Assets (defined below), whetherwhether personal, tangible, tangible or intangible, including, without limitation, the following assets of the Seller relating to or used or useful in the operation of the business of Seller businesses as conducted by the Seller on and before the date hereof Effective Date (the "Business"Businesses) (all such assets being sold hereunder are referred to collectively herein as the "Assets"): (a) all tangible personal property of the Seller (such as machinery, equipment, furniture and fixturesvehicles), and vehicles including, without limitation, that which is more fully described on Schedule 1.1(a) hereto (collectively, the "Tangible Personal Property"); (b) all of the inventory of the Seller, including, including without limitation, that which is more fully described on Schedule 1.1(b) hereto (collectively, the "Inventories"), subject to changes in the ordinary course of business since the Balance Sheet Date (as defined in Section 2.1.3 hereof; (c) all of Sellers' the Sellers intangible assets collectivelyassets, the "Intangibles"), including, including without limitation, (i) all of Seller's the Sellers rights to the names under which it is incorporated or under which it currently does business, (ii) all of Seller's the Sellers rights to any patents, copyrightspatent applications, trademarks, trademarks and service marks, licenses or sublicensesmarks (including registrations and applications therefor), trade names, and copyrights and written know-how, trade secrets secrets, licenses and sublicenses and all other similar proprietary data and the goodwill associated therewith (collectively, the "Intellectual Property") used or held in connection with the businessBusinesses, including those specifically listed without limitation, that which is more fully described on Schedule 1.1(c) hereto (collectively, the "Seller Intellectual Property"), ) and (iii) all of Seller's rights in its phone numbers and all of its the Sellers account ledgers, sales and promotional literature, computer software, books, records, files, files and data (including customer and supplier lists), and all other records of the Seller relating to the Assets or the BusinessBusinesses, excluding the corporation minutes corporate minute books of Sellerthe Seller (collectively, the Intangibles); (d) those leases and subleases relating to the extent that Seller has the legal power to convey sameAssets, those leases, subleases, as well as contracts, contract rights, and agreements, (collectively, the "Contracts") agreements relating to the Assets or the operation of the Business, Businesses specifically listed on Schedule 1.1(d) hereto (collectively, the Transferred "Contracts"); (e) to all of the extent that Seller has the legal power to convey same, all permits, authorizations, certificates, approvals, registrations, variances, waivers, exemptions, rights-of-way, franchises, ordinances, orders, licenses and other rights of every kind and character (collectively, the "Permits") relating principally to all or any of Seller obtained from governments and governmental agencies relating the Assets or to the operation of the Businesses, including, without limitationbut not limited to, that which is more fully described on Schedule 1.1(e) hereto (collectively, the "Seller Permits"); (f) the goodwill and going concern value of the BusinessBusinesses; and (g) to the extent that Seller has the legal power to convey same, all other or additional privileges, rights, interests, properties and assets of the Seller of every kind and description and wherever located that are used in the Business, Businesses or intended for use in the BusinessBusinesses in connection with, or that are necessary for the continued conduct of of, the Business other than Businesses, except for the Excluded Assets. The Assets as described in this subparagraph (g) shall include the right to complete all work in progress of Seller as it exists at 12:01 A.M. on March 15, 1997 (the Effective Date"). All customer payments due or to become due with respect to such work in process arising out of services performed or products furnished prior to the Effective Date shall be retained by Seller and all customer payments due or to become due with respect to services furnished and products furnished subsequent to the Effective Date shall be the property of Buyer. All expenses incurred, including expenses of wages or salaries of employees, incurred prior to the Effective Date shall remain the liability of Seller and all such expenses incurred after the Effective Date shall be the liability of Buyerbelow. The Assets shall not include the following (collectively, the "Excluded Assets"); ): (i) notes or indebtedness owed to Seller including all of Seller's the Sellers accounts receivable and all other rights of the Seller to payment for services rendered by the Seller before the Effective Date the ("Seller Receivables")Date; (ii) all cash accounts, cash equivalents or similar investments accounts of the Seller and all xxxxx cash of the Seller kept on hand for use in the BusinessBusinesses; (iii) all right, title and interest of the Seller in and to all prepaid rentals, other prepaid expenses, prepaid taxes, bonds, deposits and financial assurance requirements, and other current assets relating to any of the Assets of or the BusinessBusinesses; (iv) the corporate charter, corporate seal, organizational documents and minute books of Seller; (v) all assets in possession of the Seller but owned by third parties; (v) the corporate charter, related organizational documents and minute books of the Seller; (vi) the Cash Consideration (as hereinafter defined) and the Key Shares (as hereinafter defined) paid or delivered by Buyer or Key to Seller pursuant to Section 1.2 hereof, (vii) all rights under the Contracts of Seller not specifically assigned real property, leasehold improvements, furniture, fixtures and leases and/or subleases relating to Buyer hereunder; real property and (viii) Seller's right, title and interest in and to this Agreement; and (ix) two hot oiler trucks, all tubing owned by Seller, and one end dump trailerthose assets listed on Schedule 1.1(h).