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

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, the following assets, properties and rights: (a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f); (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Date; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concern.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, Liens except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, in only the following assets, properties and rights: (a) all Inventorysubject to Section 2.8 hereof, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related between Seller and another party (including any Affiliates of Parent other than Seller) for the provision by Seller of services related to the Business (including In-Bound Licenses) set forth listed on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. 2.1(a), as such schedule may be updated pursuant to Section 2.9 hereof (the “Assigned Contracts”), and to the extent relating to the Assigned Contracts: (i) all rights of the Seller in underlying agreements relating to the Assigned Contracts between Seller Correspondents and customers, including any rights of Seller as a third party beneficiary; (ii) all account records of Seller Correspondents including all intangible rights relating to such account records, including telephone, telecopy and e-mail addresses and listings; (iii) all data and Records of Seller and Seller Correspondents related to any accounts transferred, including client and customer lists and Records, referral sources, research and development reports and Records, financial and accounting Records, reports, correspondence and other similar documents; (iv) all rights to security or other deposits from any Seller Correspondents and rights and Liens thereof; (b) all data and Records related to the employee and personnel Records of any Transferred Employees; (c) all balances and positions associated with any Assigned Contract other than such balances and positions not accepted by PW; (d) all rights of Seller to indemnification with respect to the Purchased Assets to the extent permitted under the Contract or Contracts pursuant to which such indemnification rights arise; and (e) all Accounts Receivableother assets, includingproperties and rights expressly listed on Schedule 2.1(e), but not limited toas such schedule may be updated pursuant to Section 2.10 hereof (the assets described in Sections 2.1(a) through (e), collectively, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f“Purchased Assets”); (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Date; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concern.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement and the terms and conditions of this the Settlement Agreement and the Cooperation Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer Purchaser shall purchase, acquire and accept from SellerSellers, and Sellers shall sell, transfer, assign, convey and deliver to Purchaser, free and clear of all Liens, except for other than the Permitted LiensExceptions, the entire all of Sellers' right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, the following assets, properties and rights:rights owned or held by any Seller on the Closing Date (collectively, the "Purchased Assets"): (a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing DateSubscriber Information; (b) all DIRECTV Equipment and any rights to xxxx and collect from Subscribers for non-return fees in connection with DIRECTV Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c)rights to xxxx and collect from Subscribers for early termination or disconnect fees; (d) all Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”)Documents; (e) all Accounts Receivablethe leases, includingif any, but not limited to, the receivables for the accounts set forth in on Schedule 2.1(e) (the "Purchased Facility Leases"), together with all improvements, fixtures and other appurtenances to the extent each real property subject to such account remains an Account Receivable as of the Closing DatePurchased Facility Leases and rights in respect thereof; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f)Furniture and Equipment; (g) all Books and Records, including, but not limited tothe Member Agreements, the items Seamless Agreement and the Contracts set forth in on Schedule 2.1(g)) (the "Purchased Contracts") and all rights thereunder; (h) all claims, causes of action, choses rights to receive cash patronage from NRTC in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating an amount up to the other Purchased Assets or the Assumed LiabilitiesPatronage Amount, including, but not limited to, the items set forth in Schedule 2.1(h) with respect to the extent such claimsperiods commencing January 1, etc., remain assets of Seller as of 2003 and ending on the Closing Date, whenever such amounts may be distributed by NRTC, excluding rights to Patronage Certificates or future cash distributions, if any, under Patronage Certificates as provided for in Section 4 of the Settlement Agreement; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights accounts receivable and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets unearned revenue of Seller Sellers as of the Closing DateDate that relate to the Business; (j) all prepaid expenses Related to rights under the BusinessConfidentiality Agreement, includingany Third Party Confidentiality Agreement or under non-disclosure or confidentiality, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Datenon-compete or non-solicitation agreements with Transferring Employees; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security depositstransferable, xxxxxxx deposits and other forms of deposit all "1-800" telephone numbers owned or security remain assets of Seller as used by the Sellers in connection with the operation of the Closing Date;Business; and (l) all of Seller’s equity interest any other asset, property or right existing on the Closing Date to the extent and in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of amount such asset, property or right is included in calculating the Business as going concernFinal Net Working Capital Amount.

Purchase and Sale of the Purchased Assets. Upon the terms terms, and subject to the conditions of this Agreement, at on the ClosingClosing Date, Seller shall sell, convey, assign, transfer, convey deliver and deliver transfer to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (Liens the “Purchased Assets”). .” The Purchased Assets include, but are not limited to, consist of the following assets, properties assets and rights: (a) Seller’s customer list of approximately 12,000 business entities and/or individuals; (b) the Sourcing Contracts; (c) all Inventoryof Seller’s Software, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c)data base schema and source code; (d) all Contracts of Seller’s files, Books and Records Related to the Business (including InSeller’s Business, including, without limitation, records of Seller’s customers, consultants, vendors, and similar contacts, telephone numbers and e-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”)mail addresses Related to Seller’s Business; (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth of Seller’s rights in Schedule 2.1(e) and to the extent each such account remains an Account Receivable as of names “LiveOpenly, Inc.,” “LiveOpenly,” “lxxxxxxxxx.xxx,” and any other name Seller has used in the Closing Datepast or currently uses Related to Seller’s Business and to any and all trademarks, trade names or service names owned by or used by Seller and the rights to any web site address or domain name owned or used by Seller; (f) all Business Authorizations that are permitted to be transferred under applicable Lawsoftware and software licenses and related manuals and warranties which were developed by outside third parties specifically for Seller or developed internally by Seller personnel, including, but not limited to, the authorizations set forth in Schedule 2.1(f)including any source code and existing documentation and instructions; (g) all Books licenses, permits, approvals and Records, including, but not limited to, qualifications Related to Seller’s Business from any Governmental Entity to the items set forth in Schedule 2.1(g);extent their transfer is permitted by Law; and (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating goodwill related to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etcAssets., remain assets of Seller as of the Closing Date; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Date; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concern.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, Buyer and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, Liens except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, include the following assets, properties and rights: (a) all Inventory; (b) all Equipment; (c) all Seller’s Intellectual Property used in the Business, including, but not limited to, the Inventory set forth name “Xxxxx Medical,” as specifically listed in Seller’s Disclosure Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c)4.14b and 4.14c; (d) all Contracts Related to the Business (including In-Bound Licenses) that are approved by Buyer and set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f)Authorizations; (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S.benefits, including rights and proceeds, excluding returned premiums and cancellation proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Date; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concern; and (m) all other assets Related to the Business specifically listed in Schedule 2.6.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall, and shall cause each other relevant member of the Seller Group to, sell, assign, transfer, convey and deliver to Buyer, Buyer and Buyer or such Affiliate shall purchase, acquire and accept from Sellerthe Seller Group, free and clear of Liens, except for Permitted Liens, the entire right, title and interest of Seller and each other member of the Seller Group in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, include the following assets, properties and rights: (a) all Inventory other than Excluded Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, IP including rights to the Seller Intellectual Property set forth in Schedule 2.1(c)cardiacstatus domain name; (di) all Contracts Related to the Business (including In-Bound Licenses) Business, that are approved by Buyer and set forth on Schedule 2.1(d) of the Agreement, which shall not include schedule the Buyer has the right to update at any Benefit Plans or related contracts covering time prior to Closing, (ii) all In-Bound Licenses, Work Product Agreements and Non-Disclosure Agreements Related to the Business, and (iii) Contracts Related to the Business Employees entered after the date of this Agreement in accordance with the U.S. provisions of this Agreement including Section 6.2 hereof (the “Assigned Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f)Authorizations; (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, general intangibles, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S.benefits, including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Date; (j) the benefit of all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) non-competition and confidentiality agreements or undertakings to the extent such prepaid expenses remain assets of Seller as of related to the Closing DatePurchased Assets or the Business; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business business as going concern.

Purchase and Sale of the Purchased Assets. Upon (a) On the terms and subject to the conditions of this Agreementhereof, at the Closing, Seller except as set forth in this Section 2.2, Section 2.3(a) and Section 2.4, Sellers shall, and shall cause their Affiliates to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchasepurchase and acquire from Sellers and their Affiliates, acquire and accept from Seller, free and clear of Liens, except for Permitted Liens, the entire all right, title and interest of Seller in, Sellers and their Affiliates in and to the assets and under all properties of the assets, properties Sellers and rights of every kind and descriptiontheir Affiliates, real, personal and mixed, tangible and intangible, wherever situatedof every kind, nature and description that are Related owned, leased, used or held for use by Sellers and their Affiliates primarily in connection with the operation of the Stations, including the following assets and properties and all such assets and properties acquired between the date hereof and the Closing Date as permitted by and subject to the Business terms of this Agreement, in each case, free and clear of all Liens other than Permitted Liens (collectively, the "Purchased Assets"; it being understood that the Purchased Assets shall not include any Excluded Assets Assets): (i) the insurance policies held directly by each Station and set forth on Schedule 2.2(a)(i), other than any cash value life insurance policy (the “Purchased Assets”"Station Policies"). The Purchased Assets include, but are not limited to, the following assets, properties and rights:; (aii) Accounts Receivable; (iii) all Inventorydeposits relating to the Stations paid by any Seller or Affiliate of any Seller on or prior to the Closing, includingall prepaid expenses relating to the Stations and all other current assets arising prior to the Closing in connection with the operation and business of the Stations listed on Schedule 2.2(a)(iii) or that are taken into account in the determination of Working Capital; (iv) the Tangible Personal Property; (v) the Seller Real Property (including the Seller Owned Real Property and the Seller Real Property subject to a Seller Real Property Lease that is an Assumed Station Contract); (vi) the Assumed Station Contracts (excluding the Shared Contracts) and the Shared Contracts Station Rights (subject to Section 2.4); (vii) the Employment Agreements, but not limited toIndependent Contractor Agreements and Restrictive Covenants pursuant to Employee Matters; (viii) the Purchased Intellectual Property; (ix) the Books and Records; (x) all FCC Licenses relating to the Stations, any additions, renewals and extensions thereto between the Inventory set forth in Schedule 2.1(adate hereof and the Closing Date as permitted by and subject to the terms of this Agreement, and all applications for modification, extension or renewal thereof, and any pending applications for new FCC Licenses; (xi) to the extent each such item transferable under applicable law, Business Licenses; (xii) all Internet domain names exclusively relating to the Stations, other than any domain names that incorporate any Trade Names; (xiii) all lists, documents, written information and computer tapes and programs and other computer related media owned or Controlled by Sellers and used by or in the possession of Inventory remains Inventory Sellers and their Affiliates concerning past, present and potential purchasers of Seller as advertising or services exclusively from a Station (but which does not include the foregoing relating to NBCU national customers); (xiv) all proprietary information, technical information and data, machinery and equipment warranties, maps, computer discs and tapes, plans, diagrams, blueprints and schematics owned or Controlled by Sellers and exclusively relating to the business and operation of the Closing DateStations; (xv) all jingles, slogans, commercials and other promotional materials owned by Sellers and created primarily for the Stations (but which does not include general marketing materials for TVSD); and (xvi) all of Sellers' and Affiliates' goodwill (if any) in, and going concern value of, the Stations. (b) all EquipmentFor the avoidance of doubt, including, but not limited to, it is intended that the Equipment set forth in Schedule 2.1(b) to assets and properties owned or held by Birmingham Assets and the extent each such item of Equipment remains Equipment of Seller as Subsidiary will be acquired by Buyer indirectly through the acquisition of the Closing Date;Stock and the Interests, respectively, and accordingly are not included within the meaning of the term "Purchased Assets." (c) all Seller Intellectual PropertyIf, includingprior to or after Closing, but not limited to, Sellers notify Buyer that one or more Station Contracts that was in effect on the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related date of this Agreement and Sellers intended to the Business (including In-Bound Licenses) set forth be listed on Schedule 2.1(d) which 1.14, or one or more Shared Contracts that was in effect on the date of this Agreement and Sellers intended to be listed on Schedule 1.13, was inadvertently omitted, then, subject to Buyer's consent (which, in the case of Station Contracts and Shared Contacts entered into in the ordinary course of business, shall not include any Benefit Plans be unreasonably withheld), such Station Contract or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (e) Shared Contract shall for all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as purposes of the Closing Date; (f) all Business Authorizations that are permitted this Agreement be deemed to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f); (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials an Assumed Station Contract or equipment, or components thereof, arising from or relating to the other Purchased Assets or the an Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Date; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Shared Contract, including, but not limited to, as the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concerncase may be.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller the Sellers shall sell, assign, transfer, convey and deliver to Buyerthe Purchaser, and Buyer the Purchaser shall purchase, acquire and accept from Seller, free and clear of Liens, except for Permitted Liensthe Sellers, the entire right, title and interest of Seller the Sellers, to the extent assignable, in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business Business, other than the Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets include, but are not limited to, the following assets, properties and rightsincluding: (a) all InventoryOwned Real Property, includingtogether with all buildings, but not limited tofixtures, structures, signage and improvements erected or located on or in the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing DateOwned Real Property; (b) all Equipmentraw materials, includingwork-in-process, but not limited tofinished goods, the Equipment set forth in Schedule 2.1(b) supplies, spare parts and other inventories Related to the extent each Business, including all such item of Equipment remains Equipment of Seller as items (i) located on the Real Property and (ii) in transit from suppliers of the Closing DateBusiness; (c) all Seller Intellectual PropertyEquipment Related to the Business, including, but not limited to, including all Equipment located at or on the Seller Intellectual Real Property and the Equipment set forth in Schedule Section 2.1(c) of the Sellers Disclosure Schedules, but excluding that Equipment identified in Section 2.2(k); (d) all Owned Intellectual Property; (e) all Contracts Related to the Business Business, including the Contracts (including In-Bound Licensesi) set forth on Schedule 2.1(din Section 4.13(a) which shall not include of the Sellers Disclosure Schedules or (ii) Related to the Business that are entered into by any Benefit Plans or related contracts covering Business Employees Seller between the date hereof and the Closing Date in compliance with the U.S. provisions of this Agreement (collectively, the “Assigned Contracts”); (e) all Accounts Receivable, including, but excluding (x) any Group Contract, (y) any collective bargaining agreement that is not limited to, the receivables for the accounts set forth in Schedule 2.1(eSection 6.8(g) to the extent each such account remains an Account Receivable as of the Closing DateSellers Disclosure Schedule and (z) any employment, consulting, termination or severance Contract related to any former employee of the Business; (f) all current assets included in the computation of Closing Working Capital, including prepaid expenses Related to the Business Authorizations that are permitted and trade accounts receivable and other rights to be transferred under applicable Law, including, but not limited to, payment from customers of the authorizations set forth in Schedule 2.1(f)Business; (g) all Books and Records, including, but not limited to, Business Permits to the items set forth in Schedule 2.1(g)extent transferable; (h) all Books and Records; (i) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating that are Related to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing DateBusiness; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by any Seller for the performance of an any Assigned Contract, includingin each case, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest included in the Seller Subsidiaries directly owned by Sellercomputation of Closing Working Capital; and (mk) all goodwill of the Business as a going concern.

Purchase and Sale of the Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller Pfizer shall cause the Asset Selling Corporations to sell, assignconvey, transfer, convey assign and deliver transfer to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire and accept from Sellerthe Asset Selling Corporations, free and clear of all Liens, except for other than Permitted LiensEncumbrances, all of the entire Asset Selling Corporations' right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, in the following assets, properties and rights: rights owned or held by the Asset Selling Corporations on the Closing Date (a) all Inventory, including, but not limited tocollectively, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f); (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date;"PURCHASED ASSETS"): (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S.Intellectual Property, including rights (A) the Patents set forth on Schedule 2.1(a)(i) and proceeds(B) the trademarks, arising from or trade names and service marks set forth on Schedule A, together with the goodwill associated therewith; (ii) all Know-how (including all clinical data relating to the other Purchased Assets or Products); (iii) subject to Section 2.2, all contracts, licenses, agreements and commitments set forth on Schedule 2.1(a)(iii) (the Assumed Liabilities"ASSUMED CONTRACTS"); (iv) all Inventories; (v) all customer and vendor lists relating to the Products, including, but not limited to, the insurance benefits provided that any information set forth in Schedule 2.1(i) such lists that does not relate to the Products will be redacted from such lists; (excluding any related to Benefit Plansvi) to the extent permitted by Law, all books and records (including regulatory files) relating solely to the Products; provided, however, that Pfizer may retain a copy of any such benefits remain assets of Seller as of books and records to the Closing Dateextent necessary for Tax, accounting, litigation or other valid business purposes; (jvii) all prepaid expenses Related rights under or pursuant to all representations, warranties and guarantees or otherwise against manufacturers to the Businessextent (A) relating solely to the Products or the Purchased Assets and (B) transferable; (viii) all advertising, includingmarketing, but not limited tosales, product literature, promotional materials and data and all training materials in whatever medium (e.g., audio, visual, print or electronic), in each case relating solely to the expenses Products; (ix) all domain names and websites set forth in on Schedule 2.1(j2.1(a)(ix); and (x) all Governmental Authorizations set forth on Schedule 2.1(a)(x) to the extent transferable. (b) Pfizer or an Affiliate of Pfizer, as the case may be, shall retain the right and title in and to any intellectual property or know-how, as the case may be, that is not Intellectual Property or Know-how, as the case may be, utilized in connection with the manufacturing, packaging, testing, development, distribution, marketing, use or sale of any products of Pfizer or an Affiliate of Pfizer, as the case may be, other than the Products, and Purchaser shall be granted by Pfizer or an Affiliate of Pfizer, as the case may be, a non-exclusive, perpetual, royalty-free, worldwide license to use such prepaid expenses remain assets of Seller intellectual property or know-how, as the case may be, solely with respect to the Products or any line extensions of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concernProducts.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver deliver, and Parent shall cause Seller to sell, assign, transfer, convey and deliver, to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related related to the Business Business, other than the Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets include, but are not limited to, including without limitation the following assets, properties and rights: (a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related related to the Business (including In-Bound Licenses) including, without limitation, those set forth on Schedule 2.1(d2.1(c) (other than those Contracts which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. are Excluded Assets) (the “Assigned Contracts”); (ed) all Accounts Receivable; (e) all Books and Records (copies of which may be retained by Seller, including, but not limited to, subject to the receivables for the accounts confidentiality obligations set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Dateherein); (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f); (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (ig) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S.benefits, including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) Liabilities prior to the extent such benefits remain assets of Seller as Closing, unless expended in accordance with this Agreement; (h) all rights under any permits or certifications from any Governmental Entity that have been issued or applied for; (i) all prepaid expenses of the Closing DateBusiness; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets rights of Seller as of the Closing Dateto its corporate name and derivatives and variants thereof; (k) all Intellectual Property owned by Seller; (l) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concernBusiness.

Purchase and Sale of the Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller shall, and shall cause its Affiliates to, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchasepurchase from Seller or its Affiliates, acquire and accept from Selleras applicable, free and clear of Liens, except for Permitted Liens, the entire all right, title and interest of Seller in, to and under all of the business, properties, assets, properties goodwill and rights of every Seller and its Affiliates of whatever kind and descriptionnature, real, personal and mixedreal or personal, tangible and or intangible, wherever situated, that are Related owned, leased, used or licensed by Seller and primarily used in the operation of the Business as of the Closing Date, in each case, to the Business other than extent that such business, assets, properties, goodwill and rights exist as of the Closing Date and primarily relate to the Business, except for the Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets include, but are not limited tofree and clear of all Encumbrances, other than Permitted Encumbrances, including (except in each case with respect to the following assetsExcluded Assets) all of such right, properties title and rightsinterest in and to the following: (a) all Inventory, including, but not limited to, the Inventory Receivables as set forth in Schedule 2.1(aSection 2.01(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing DateDisclosure Schedules; (b) all Equipment, including, but not limited to, the Equipment Contracts as set forth in Schedule 2.1(bSection 2.01(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual PropertyDisclosure Schedules, including, but not limited to, including the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. Agreements (the “Assigned Contracts”); (c) all Intellectual Property Assets and Technology of the Business, including the Intellectual Property Assets and Technology set forth in Section 2.01(c) of the Disclosure Schedules; (d) all furniture, fixtures, equipment, supplies and other tangible personal property of the Business included with the Leased Real Property, as listed on Section 2.01(d) of the Disclosure Schedules (the “Tangible Personal Property”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as Leased Real Property of the Closing DateBusiness listed on Section 2.01(e) of the Disclosure Schedules; (f) all Permits used or held for use primarily in connection with the Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations as set forth in Schedule 2.1(f)Section 2.01(f) of the Disclosure Schedules; (g) all of Sellers’ books and records related to or used or held for use primarily in connection with the Business including, without limitation: (a) all corporate records; (b) executed copies of all of the Assigned Contracts; (c) all equipment, products and other warranties pertaining to the Purchased Assets; (d) all technical information and data, maps, computer files, diagrams, blueprints and schematics; (e) all filings made with or records required to be kept by any Governmental Authority (including all backup information on which such filings are based); (f) all research and development reports; (g) all equipment and operating logs; (h) all financial and accounting records; (i) all books and records relating to Tax matters; (j) all creative, promotional or advertising materials; (k) all personnel records and files of the Buyer Employees; (l) all customer, vendor and supplier invoices and lists, client and supplier correspondence (in all cases, in any form or medium, including computerized media), mailing lists and other distribution lists; and (m) all sales data and information, billing records and manuals (“Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g”); (h) all claimsrights, causes of actionclaims and credits arising under insurance policies and all guarantees, choses in action, rights of recovery and rights under all warranties, representations indemnities and guarantees made by suppliers similar rights in favor of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets any of Seller as in respect of any Purchased Asset or any Assumed Liability that exist prior to the Closing Date; (i) all insurance benefits rights, claims, credits, causes of action, rights to indemnification and contribution or rights of setoff against third parties (other than those Seller) relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceeds, arising from Purchased Asset or relating any Assumed Liability that exist prior to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Date; (j) all credits, prepaid expenses Related expenses, deferred charges, advance payments, security deposits and prepaid items that primarily relate to the BusinessBusiness (except for Tax credits, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain Tax refunds and other Tax assets of Seller as of the for any Pre-Closing DateTax Period); (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as Current Assets of the Business reflected in Closing DateWorking Capital; (l) all of Seller’s equity interest in rights to receive mail and other communications related to the Seller Subsidiaries directly owned by Seller; andBusiness; (m) all goodwill telephone, facsimile numbers and email addresses of the Business; (n) all historical records, images, advertisements, brochures and similar items related to or used or held for use in connection with the Business; (o) all goodwill, trade secrets and confidential information associated with the Business including, without limitation, the goodwill associated with existing customer relationships of the Business, and all rights, claims or credits relating to or deriving from, any of the assets described in the foregoing clauses; and (p) the sole right to use the name “SRAXmd” and derivations thereof. To the extent any assets used in the Business that are not Excluded Assets are held by Affiliates of Seller, then Seller shall cause its Affiliates to transfer such assets to Buyer, which shall be included as going concern“Purchased Assets” hereunder.

Purchase and Sale of the Purchased Assets. Upon Subject to the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller shall shall, sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept purchase from Seller, free and clear of Liens, except for Permitted Liens, the entire Seller all right, title and interest of Seller in, to and under all of the business, properties, assets, properties goodwill and rights of every Seller of whatever kind and descriptionnature, real, personal and mixedreal or personal, tangible and or intangible, wherever situated, that are Related owned, leased, used or licensed by Seller and primarily used in the operation of the Business as of the Closing Date, in each case, to the Business other than extent that such business, assets, properties, goodwill and rights exist as of the Closing Date and primarily relate to the Business, except for the Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets include, but are not limited toincluding all of such right, title and interest in and to the following assets, properties and rightsfollowing: (a) all Inventory, including, but not limited to, the Inventory Receivables as set forth in Schedule 2.1(aSection 2.01(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing DateDisclosure Schedules; (b) all Equipment, including, but not limited to, the Equipment Contracts as set forth in Schedule 2.1(bSection 2.01(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual PropertyDisclosure Schedules, including, but not limited to, including the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. Agreements (the “Assigned Contracts”); (c) the Intellectual Property set forth in Section 2.01(c) of the Disclosure Schedules; (d) all furniture, fixtures, equipment, supplies, inventory and other tangible personal property of the Business, as listed on Section 2.01(d) of the Disclosure Schedules (the “Tangible Personal Property”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as leased real property of the Closing DateBusiness listed on Section 2.01(e) of the Disclosure Schedules; (f) all Permits used or held for use primarily in connection with the Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations as set forth in Schedule 2.1(f)Section 2.01(f) of the Disclosure Schedules; (g) copies of Sellers’ the following books and records pertaining to the Purchased Assets: (i) executed copies of all of the Assigned Contracts; (ii) equipment, products and other warranties; (iii) all technical information and data, maps, computer files, diagrams, blueprints and schematics; (iii) all filings made with or records required to be kept by any Governmental Authority; (iv) all research and development reports; (v) all equipment and operating logs; (vi) all creative, promotional or advertising materials; (vii) all customer, vendor and supplier invoices and lists, client and supplier correspondence (in all cases, in any form or medium, including computerized media), mailing lists and other distribution lists; and (viii) all sales data and information, billing records and manuals (“Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g”); (h) all claimscredits, causes of actionprepaid expenses, choses in actiondeferred charges, rights of recovery advance payments, security deposits and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating prepaid items that primarily relate to the other Purchased Assets or the Assumed Liabilities(except for Tax credits, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing DateTax refunds and other Tax assets); (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceeds, arising from or relating to the other Purchased Current Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing DateBusiness listed in Section 2.01(i) of the Disclosure Schedule, Xxxxx Fargo Bank Accounts and notes receivables; (j) all prepaid expenses Related rights to receive mail and other communications related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security depositstelephone, xxxxxxx deposits facsimile numbers and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as email addresses of the Closing DateBusiness; (l) all of Seller’s equity interest historical records, images, advertisements, brochures and similar items related to or used or held for use in connection with the Seller Subsidiaries directly owned by Seller; andBusiness; (m) all goodwill, trade secrets and confidential information associated with the Business including, without limitation, the goodwill associated with existing customer relationships of the Business as going concernBusiness, and all rights, claims or credits relating to or deriving from, any of the assets described in the foregoing clauses; and (n) the sole right to use the name “U.S. Rare Earth Minerals, Inc.” and derivations thereof after the Seller has changed its name in the State of Nevada, the SEC and the Financial Industry Regulatory Association.

Purchase and Sale of the Purchased Assets. Upon Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Closing Seller shall sell, transfer, assign, transfer, convey and deliver to BuyerPurchaser or any Purchaser Designee, free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer Purchaser shall purchase, acquire and accept from Seller all of Seller, free and clear of Liens, except for Permitted Liens, the entire ’s right, title and interest of Seller in, to and under the business relating its 56 million gallon nameplate ethanol production facility located at 0000 Xxxx X, Xxxx, XX 00000, Xxxx Xxxxxx (the “Business” or “York Plant”), including the following to the extent related to the Business, but excluding the Excluded Assets, (the “Purchased Assets”) as of the Closing: (a) all of Seller’s properties, rights, claims and assets (other than the assets, properties and rights Excluded Assets) of every kind and description, wherever situated or located, real, personal and or mixed, tangible and or intangible, wherever situatedcontingent, that are Related owned, leased, or licensed, for use in or relating to the Business other than Business, whether or not reflected on the Excluded Assets (books and records of Seller, as the “Purchased Assets”). The Purchased Assets include, but are not limited to, the following assets, properties and rights: (a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of same shall exist on the Closing Date, including without limitation all of the NXT Assets; (b) all Equipmentsubject to Section 1.6 and Section 8.3, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as assignable pursuant to Section 365 of the Closing Date; Bankruptcy Code, all rights under Contracts, agreements and purchase and sale orders that are not Rejected Contracts (c) all Seller Intellectual Propertyas defined in Section 1.6(a)(i)), includingincluding any customer contracts and any contract renewal rights, but not limited to, excluding obligations under the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all DIP Financing Agreements and the Excluded Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”), each as listed on Schedule 1.1(b); (c) to the extent related to the Business, except as set forth on Schedule 1.1(c), (i) all trade and non-trade accounts receivable, notes receivable and negotiable instruments of Seller, but excluding any intercompany Indebtedness (the “Accounts Receivable”), and (ii) all Pre-Paid Expenses; (d) all Documents relating to the Purchased Assets or Assumed Liabilities, including, without limitation, customer lists; (e) all Accounts Receivable, including, but not limited to, the receivables for Owned Real Property listed on Schedule 1.1(f) (the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date“Acquired Owned Real Property”); (f) all Business Authorizations that are permitted the Owned Buildings, subject to be transferred under applicable Lawground leases, including, but not limited to, listed on Schedule 1.1(g) (the authorizations set forth in Schedule 2.1(f“Acquired Buildings”); (g) all Books and Recordstangible assets of Seller relating to the Business, other than the assets set forth on Schedule 1.1(i), including, but not limited towithout limitation, the items set forth in tangible assets of Seller located at the Locations listed on Schedule 2.1(g1.1(i); (h) all personnel files for Transferred Employees except as required under Law; provided, however, that Seller has the right to retain copies at Seller’s expense to the extent required by Law; (i) any chattel paper owned or held by Seller relating to the Business or the Purchased Assets other than the Excluded Assets; (j) any lock boxes to which account debtors of the Seller remit payment relating to the Business or the Purchased Assets other than the Excluded Assets; (k) all other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Seller relating to the Business or the Purchased Assets other than the Excluded Assets of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not specifically referred to in this Agreement; (l) all Permits and all pending applications therefor; (m) all express or implied guarantees, warranties, representations, covenants, indemnities, rights, claims, counterclaims, defenses, credits, causes of action, choses in action, action or rights of recovery set off against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to the Assigned Contracts) or Assumed Liabilities, including rights under vendors’ and manufacturers’ warranties, indemnities and guaranties; (n) the Intellectual Property; (o) all goodwill, payment intangibles and general intangible assets and rights of Seller to the extent associated with the Business or the Purchased Assets other than the Excluded Assets; (p) all Inventory, including raw materials, work in process, parts, subassemblies and finished goods or goods in transit or subject to an assumed Purchase Order, wherever located and whether or not obsolete or carried on the Seller’s books of account, in each case with any transferable warranty and service rights of the applicable Seller with respect to such Purchased Assets to the extent owned by Seller; (q) the Seller’s Documents and Organizational Documents, and without limiting the foregoing, each of the following: financial accounting and other books and records, corporate charter, minute and stock record books, Tax Returns, corporate seal, checkbooks and canceled checks, correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case arising under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets Assets, the Assumed Liabilities or the Assumed LiabilitiesBusiness provided, includinghowever, but not limited to, that Seller has the items set forth in Schedule 2.1(hright to retain copies of all of the foregoing at Seller’s expense; (r) to the extent transferable, all rights and obligations under or arising out of all insurance policies relating to the Business or any of the Purchased Assets or Assumed Liabilities (including returns and refunds of any premiums paid, or other amounts due back to Seller, with respect to cancelled policies); (s) all Tax assets net of any liability (including all state and federal Tax refunds (or the right to such claimsstate and federal refunds of Taxes, etc.whether claimed or unclaimed) for all taxable periods (or portions thereof), remain assets whether ending on, prior to, or after the Closing Date (the “Tax Refunds”)), excluding all net operating losses of the Seller and the Business as of or prior to the Closing Date; (it) except to the extent set forth on Schedule 1.1(v), all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S., including rights and proceedsobligations under non-disclosure or confidentiality, arising from key employee retention plans and similar arrangements with (or relating to for the other Purchased Assets benefit of) employees and agents of Seller or with third parties (including any non-disclosure or confidentiality agreements or any key employee retention plans or similar arrangements entered into in connection with or in contemplation of the Assumed Liabilities, including, but not limited to, filing of the insurance benefits set forth in Schedule 2.1(i) Bankruptcy Case and the Auction contemplated by the Bidding Procedures Order); (excluding any related to Benefit Plansu) to the extent such benefits remain owned by Seller, all fixed assets of Seller as and other personal property and interests related to the Business or Purchased Assets, wherever located, including all vehicles, tools, parts and supplies, fuel, machinery, equipment, furniture, furnishing, appliances, fixtures, office equipment and supplies, owned and licensed computer hardware and related documentation, stored data, communication equipment, trade fixtures and leasehold improvements, in each case with any freely transferable warranty and service rights of the Closing Dateapplicable Seller with respect to such Purchased Assets; (jv) all prepaid expenses Related to the Businesstelephone, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Datefax numbers and email addresses; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (lw) all of Seller’s equity interest rights to receive refunds, payments or overpayments, clawbacks or other amounts (whether from a workers’ compensation administrator or otherwise) in the Seller Subsidiaries directly owned by Sellerrespect of any and all workers’ compensation matters, claims, potential claims, purported claims and similar related items with respect to any Transferred Employee; and (mx) all goodwill avoidance claims or causes of action under the Bankruptcy Code or applicable Law (including, without limitation, any preference or fraudulent conveyance), and all other claims or causes of action under any other provision of the Business as going concernBankruptcy Code or applicable laws (i) against counterparties to Assigned Contracts, (ii) against those non-Affiliate vendors or suppliers relating to the Purchased Assets that the Purchaser elects to continue to engage, (iii) against any non-executive employees or non-Affiliate independent contractors of the Seller employed or engaged by Purchaser, and (iv) pursuant to vendors and manufactures’ warranties, indemnities and guaranties in respect of machinery and equipment purchased by Purchaser (the “Avoidance Actions”).

Purchase and Sale of the Purchased Assets. Upon On the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller Sellers shall sell, transfer, assign, transfer, convey and deliver to BuyerPurchaser or a Designated Purchaser, and Buyer Purchaser or a Designated Purchaser shall purchase, acquire and accept from Seller, free and clear Sellers all of Liens, except for Permitted Liens, the entire Sellers’ right, title and interest of Seller in, to and under all of the assetsproperties, properties assets and rights of every kind Sellers relating to Sellers’ business of global manufacturing, sale and descriptiondistribution of specialty and high value-added coated paper products (the “Business”), real, personal free and mixed, tangible and intangible, wherever situated, that are Related to the Business clear of all Encumbrances other than Permitted Encumbrances, including the following, but excluding the Excluded Assets Assets, (the “Purchased Assets”). The Purchased Assets include, but are not limited to, ) as of the following assets, properties and rightsClosing: (a) all Inventory, including, but not limited toof the equity interests that Sellers own in the Subsidiaries set forth on Schedule 1.1(a) (collectively, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date“Acquired Subsidiaries”); (b) all Equipmentsubject to Section 1.6, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as assignable pursuant to Section 365 of the Closing DateBankruptcy Code, all of the Contracts set forth on Schedule 1.6(a) (the “Assigned Contracts”) and all rights thereunder, but excluding any Excluded Assets; (c) all Seller Intellectual Propertytrade and non-trade accounts receivable, includingnotes receivable and negotiable instruments of Sellers, but not limited tobut, for the Seller Intellectual Property set forth in Schedule 2.1(cavoidance of doubt, excluding any intercompany Indebtedness among Sellers (the “Accounts Receivable”); (d) all Contracts Related to the Business (including In-Bound Licenses) of each Seller’s Cash and Cash Equivalents, other than as set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”1.1(d); (e) all Accounts Receivable, including, but not limited to, the receivables for Owned Real Property listed on Schedule 1.1(e) (the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date“Acquired Owned Real Property”); (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Owned Buildings listed on Schedule 2.1(f1.1(f) (the “Acquired Buildings”); (g) all Books and Recordsthe Leased Real Property listed on Schedule 1.1(g) (the “Assumed Leased Real Property”), including, but not limited to, the items set forth including any security deposits or other deposits delivered in Schedule 2.1(g)connection therewith; (h) all claims, causes cash deposits of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made clients or customers held by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of each Seller as of the Closing Datesecurity for receivables or obligations; (i) all insurance benefits deposits of each Seller as security for rent, electricity, telephone, bonds or other than those relating to sureties or otherwise (except for retainers held by any Benefit Plans covering Business Employees professional in the U.S.Bankruptcy Cases), and prepaid charges and expenses, including rights all prepaid rent and proceedsall prepaid charges, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding expenses and rent under any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Datepersonal property leases; (j) all prepaid expenses Related to tangible assets of Sellers, other than the Business, including, but not limited to, the expenses assets set forth in on Schedule 2.1(j1.1(j)(i) to and any Excluded Assets, including the extent such prepaid expenses remain tangible assets of Seller as of Sellers located at any Assumed Leased Real Property or at the Closing Datelocations listed on Schedule 1.1(j)(ii); (k) all security depositspersonnel files for Transferred Employees except as prohibited by Law; provided, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for however, that Sellers have the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) right to retain copies at Sellers’ expense to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Daterequired by Law; (l) any chattel paper owned or held by Sellers relating to the Business, the Assumed Liabilities or the Purchased Assets, other than any Excluded Assets; (m) any lock boxes to which account debtors of Sellers remit payment relating to the Business, the Assumed Liabilities or the Purchased Assets, other than any Excluded Assets; (n) all other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Sellers relating to the Business, the Assumed Liabilities or the Purchased Assets (other than any Excluded Assets) of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not specifically referred to in this Agreement; (o) all Permits and all pending applications therefor, including those set forth on Schedule 1.1(o), in each case, to the extent such Permits and pending applications therefore are transferrable; (p) all express or implied guarantees, warranties, representations, covenants, indemnities, rights, claims, counterclaims, defenses, credits, causes of action or rights of set off against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to the Assigned Contracts), the Assumed Liabilities or the Business, including rights under vendors’ and manufacturers’ warranties, indemnities, guaranties and avoidance claims and causes of action under the Bankruptcy Code or applicable Law that are possessed by Sellers; (q) the Intellectual Property owned or purported to be owned by Sellers, including without limitation, the Purchased Intellectual Property; (r) all goodwill, payment intangibles and general intangible assets and rights of Sellers to the extent associated with the Business, the Assumed Liabilities or the Purchased Assets, other than any Excluded Assets; (s) all Inventory, including raw materials, works in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on Sellers’ books of account, in each case, with any transferable warranty and service rights of the applicable Seller related thereto; (t) to the extent permitted by Law, Sellers’ Documents and Organizational Documents, and, without limiting the foregoing, each of the following: financial accounting and other books and records, corporate charters, minute and stock record books, Tax Returns filed by Sellers relating to the Business (but excluding any Consolidated Tax Returns), corporate seal, checkbooks and canceled checks, correspondence, and all customer sales, marketing, advertising, packaging and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other business and other records, in each case, arising under or relating to the Purchased Assets, the Assumed Liabilities or the Business provided, however, that Sellers have the right to retain copies of all of Seller’s equity interest the foregoing at Sellers’ expense to the extent required by Law or as is necessary to wind-down the Company; (u) to the extent transferable, all rights and obligations under or arising out of all insurance policies relating to the Business or any of the Purchased Assets or Assumed Liabilities (including returns and refunds of any premiums paid, or other amounts due back to Sellers, with respect to cancelled policies); (v) except to the extent set forth on Schedule 1.1(v), all rights and obligations under non-disclosure, confidentiality, and similar arrangements with (or for the benefit of) employees and agents of Sellers or with third parties (including any non-disclosure, confidentiality agreements or similar arrangements entered into in connection with or in contemplation of the filing of the Bankruptcy Cases and the Auction contemplated by the Bidding Procedures Order); (w) all Assumed Plans, all funding arrangements relating thereto (including but not limited to all assets, trusts, insurance policies and administration service contracts related thereto) and all rights and obligations thereunder; (x) all fixed assets and other personal property and interests related to the Business, the Assumed Liabilities or Purchased Assets, wherever located, including all vehicles, tools, parts and supplies, fuel, machinery, equipment, furniture, furnishing, appliances, fixtures, office equipment and supplies, owned and licensed computer hardware and related documentation, stored data, communication equipment, trade fixtures and leasehold improvements, in each case, with any freely transferable warranty and service rights of the applicable Seller related thereto; (y) telephone, fax numbers and email addresses; (z) all avoidance claims or causes of action under the Bankruptcy Code or applicable Law (including, without limitation, any preference or fraudulent conveyance), and all other claims or causes of action under any other provision of the Bankruptcy Code or applicable laws (“Avoidance Actions”) relating to the Business, the Purchased Assets and/or Assumed Liabilities, including actions relating to vendors and service providers used in the Seller Subsidiaries directly owned by SellerBusiness that are counterparties to Assigned Contracts or relating to Assumed Liabilities (“Acquired Avoidance Actions”); and (maa) all goodwill of Sellers’ bank accounts. At any time at least seven (7) Business Days prior to the Closing, Purchaser may, in its discretion by written notice to Sellers, designate any of the Business Purchased Assets as going concernadditional Excluded Assets, which notice shall set forth in reasonable detail the Purchased Assets so designated. Purchaser acknowledges and agrees that there shall be no reduction in the Purchase Price if it elects to designate any Purchased Assets as Excluded Assets. Notwithstanding any other provision hereof, the Liabilities of Sellers under or related to any Purchased Asset excluded under this paragraph will constitute Excluded Liabilities.

Purchase and Sale of the Purchased Assets. (a) Upon the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller Pfizer shall cause the Asset Selling Corporations to sell, assignconvey, transfer, convey assign and deliver transfer to BuyerPurchaser, and Buyer Purchaser shall purchase, acquire and accept from Sellerthe Asset Selling Corporations, free and clear of all Liens, except for other than Permitted LiensEncumbrances, all of the entire Asset Selling Corporations' right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, in the following assets, properties and rights: rights owned or held by the Asset Selling Corporations on the Closing Date (a) all Inventory, including, but not limited tocollectively, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f); (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date;"PURCHASED ASSETS"): (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S.Intellectual Property, including rights (A) the Patents set forth on Schedule 2.1(a)(i) and proceeds(B) the trademarks, arising from or trade names and service marks set forth on Schedule A, together with the goodwill associated therewith; (ii) all Know-how (including all clinical data relating to the other Purchased Assets or Product); (iii) subject to Section 2.2, all contracts, licenses, agreements and commitments set forth on Schedule 2.1(a)(iii) (the Assumed Liabilities"ASSUMED CONTRACTS"); (iv) all Inventories; (v) all customer and vendor lists relating to the Product, including, but not limited to, the insurance benefits provided that any information set forth in Schedule 2.1(i) such lists that does not relate to the Product will be redacted from such lists; (excluding any related to Benefit Plansvi) to the extent permitted by Law, all books and records (including regulatory files) relating solely to the Product; provided, however, that Pfizer may retain a copy of any such benefits remain assets of Seller as of books and records to the Closing Dateextent necessary for Tax, accounting, litigation or other valid business purposes; (jvii) all prepaid expenses Related rights under or pursuant to all representations, warranties and guarantees or otherwise against manufacturers to the Businessextent (A) relating solely to the Product or the Purchased Assets and (B) transferable; (viii) all advertising, includingmarketing, but not limited tosales, product literature, promotional materials and data and all training materials in whatever medium (e.g., audio, visual, print or electronic), in each case relating solely to the expenses Product; (ix) all domain names and websites set forth in on Schedule 2.1(j2.1(a)(ix); and (x) all Governmental Authorizations set forth on Schedule 2.1(a)(x) to the extent transferable. (b) Pfizer or an Affiliate of Pfizer, as the case may be, shall retain the right and title in and to any intellectual property or know-how, as the case may be, that is not Intellectual Property or Know-how, as the case may be, utilized in connection with the manufacturing, packaging, testing, development, distribution, marketing, use or sale of any products of Pfizer or an Affiliate of Pfizer, as the case may be, other than the Product, and Purchaser shall be granted by Pfizer or an Affiliate of Pfizer, as the case may be, a non-exclusive, perpetual, royalty-free, worldwide license to use such prepaid expenses remain assets of Seller intellectual property or know-how, as the case may be, solely with respect to the Product or any line extensions of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concernProduct.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this AgreementAgreement (including Section 7.5), at the Closing, the Seller shall sell, assignconvey, transfer, convey assign and deliver transfer to Buyerthe Purchaser or one or more of its Affiliates, and Buyer the Purchaser or one or more of its Affiliates shall purchase, acquire the following assets, rights, and accept from properties of the Seller, free wherever located and clear of Lienswhether now existing or hereafter acquired prior to the Closing Date, except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and descriptionwhether tangible or intangible, real, personal and or mixed, tangible and intangible, wherever situated, that are Related whether or not carried or reflected on or specifically referred to in the books or financial statements of the Business other than or in the Excluded Assets Schedules hereto (collectively, the “Purchased Assets”). The Purchased Assets include, but are not limited to, the following assets, properties and rights:): (a) all Inventory, including, but not limited to, assets or portions thereof recorded or reflected on the Inventory set forth in Schedule 2.1(a) Balance Sheet (except to the extent each such item assets are disposed of Inventory remains Inventory prior to the Closing Date), and all assets that would be recorded or reflected on a balance sheet of Seller the Business as of the Closing DateDate prepared in accordance with GAAP consistent with past practice; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing DateTangible Personal Property; (c) (1) all Seller Intellectual Propertycomputer data (including all tangible embodiments thereof), includingcomputer software (and all tangible embodiments thereof), but not limited source code (and all tangible embodiments thereof) and related hardware and equipment exclusively used in, or exclusively related to, the Business, that is owned by the Seller Intellectual Property set forth (subject to the limitation in item 3 on Schedule 2.1(c)), and (2) the other computer data and software (and all tangible embodiments thereof) and related hardware owned by the Seller that is listed on Schedule 2.1(c) (the “IT Related Assets”); (d) the Intellectual Property owned by the Seller exclusively used in, or exclusively related to, the Business, including the Intellectual Property listed on Schedule 2.1(d) (the “Other Business Intellectual Property” and, together with the Intellectual Property included in the IT Related Assets, the “Business Intellectual Property”); (1) all Contracts Related to exclusively used in, or exclusively related to, the Business Business, and (including In-Bound Licenses2) the other Contracts (or portions thereof or portions of rights and/or obligations related thereto) set forth on Schedule 2.1(d2.1(e) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (collectively, the “Assigned Business Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted rights of the Seller in and to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f); (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all any unpaid or unsatisfied claims, causes of action, claims and defenses, choses in action, rights of recovery and rights under all warrantiesof set-off of any kind (including the right to xxx and recover for past infringements or misappropriations of Business Intellectual Property) against third parties, representations in each case to the extent (and guarantees made by suppliers of products, materials or equipmentonly to the extent) arising from, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited related to, the items set forth Business; (g) all prepayments, security deposits, refunds (other than any refunds with respect to Taxes to which the Seller is entitled pursuant to Section 9.4) and prepaid expenses, in Schedule 2.1(h) each case on a pro rata basis to the extent such claims(and only to the extent) (i) used in, etc.or related to, remain assets of Seller as of the Closing DateBusiness and (ii) the corresponding obligation, if any, is an Assumed Liability; (ih) copies of all insurance benefits Books, Records and Files (other than those relating to any Benefit Plans covering Business Employees income and other Taxes in the U.S.lieu of income, including rights such as franchise, Tax Returns and proceedsrelated Books, arising from or relating Records and Files), to the other Purchased Assets extent (and only to the extent) used in, or the Assumed Liabilities, including, but not limited related to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) Business, and to the extent such benefits remain assets permitted by applicable Law, the personnel files of Transferred Employees; provided, however, that the Seller as of the Closing Date; (j) all prepaid expenses Related may redact any information subject to attorney-client privilege or exclusively related to the Business, including, but not limited toExcluded Assets, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit Excluded Liabilities or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concern.Other Businesses from Books, Records and Files and similar materials conveyed pursuant to this Section 2.1(h);

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, Liens except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets shall include, but are not limited to, the following assets, properties and rights: (a) all Real Property, together with all buildings, fixtures, structures, signage and improvements erected or located on the Real Property; (b) all Inventory; (c) all Equipment; (d) all Seller Intellectual Property; (e) all Contracts Related to the Business other than Excluded Contracts, including In-Bound Licenses, Out-Bound Licenses and Work Product Agreements (as such terms are defined in Section 4.14), including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related to the Business (including In-Bound Licenses) those that are set forth on Schedule 2.1(d2.1(e) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (ef) all Accounts Receivable, including, but not limited to, the receivables for the accounts those that are set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in on Schedule 2.1(f); (g) all Books and Records, including, but not limited to, Business Authorizations (to the items set forth in Schedule 2.1(gextent transferable); (h) all Books and Records; (i) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (ij) subject to Section 8.9, all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S.benefits, including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) Liabilities (excluding any related to Benefit Plans) to the extent such benefits remain assets recoverable after the Closing, but with no obligation on the part of Seller as of the Closing Dateto maintain or renew any Policies); (jk) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (kl) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concern.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, Buyer and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, Liens except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited to, include the following assets, properties and rights: (a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual PropertyProperty in name of Seller, including, but not limited to, Seller’s Stockholders or Affiliates used in the Seller Intellectual Property set forth in Schedule 2.1(c)Business; (d) all Contracts Related to the Business (including In-Bound Licenses) that are approved by Buyer and set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f)Authorizations; (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S.benefits, including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of the Closing Date; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (m) all goodwill of the Business as going concern; (m) 2004 Ford Truck F350 VIN#0XXXX00X00XX00000; and (n) 1994 Ford Ranger Pickup VIN#0XXXX00X0XXX00000.

Purchase and Sale of the Purchased Assets. Upon (a) Effective as of the Closing Date, and on the terms and subject to the fulfillment of the conditions of this Agreement, at the Closing, Seller shall Parties agree to sell, assign, transfer, convey transfer and deliver to Buyerthe Purchaser and cause the Seller Subsidiaries as may be applicable to sell, assign, transfer and deliver to Purchaser, and Buyer shall purchase, acquire the Purchaser agrees to purchase and accept from Seller, free the Seller and clear of Liens, except for Permitted Liens, the entire Seller Subsidiaries all right, title and interest of Seller in, in and to and under all of the following assets, properties and rights of every kind Seller and descriptionthe Seller Subsidiaries (collectively, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets include, but are not limited tofree and clear of all Liabilities and Encumbrances, except the following assets, properties and rights: (a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related to the Business (including In-Bound Licenses) set forth on Schedule 2.1(d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts set forth in Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date; (f) all Business Authorizations that are permitted to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(f); (g) all Books and Records, including, but not limited to, the items set forth in Schedule 2.1(g); (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; Permitted Encumbrances: (i) all insurance benefits other than those relating to any Benefit Plans covering Business Employees in of the U.S., including Seller’s and Seller Subsidiaries’ rights and proceedsremedies, arising as of and from or the Closing Date, in, to and under each Acquired Contract; (ii) the Business Records; (iii) all fixed assets consisting of furniture, computers, servers, and related equipment and related software licenses listed on Part 1.1(a)(iii) of the Disclosure Schedule; (iv) all leasehold improvements relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(iLeases; (v) (excluding any related to Benefit Plans) all prepayments with respect to the extent such benefits remain assets of Seller as Employee Plans (“Benefit Plans Prepayment”) and deposits under Leases (“Lease Deposits”); (vi) all Seller IP and all tangible embodiments of the Closing Date; Seller Products listed on Part 2.6 (ja) of the Disclosure Schedule; (vii) all prepaid expenses Related Contract rights relating to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(jrestrictive covenants listed on Part 1.1(a)(vii) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; Disclosure Schedule; and (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (mviii) all goodwill of Seller Parties related to the Business as going concernPurchased Assets listed above.

Purchase and Sale of the Purchased Assets. Upon Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code and on the terms and subject to the conditions of this Agreementset forth herein, at the Closing, Seller Sellers shall sell, transfer, assign, transfer, convey and deliver to BuyerPurchaser or its designee (“Purchaser Designee”), free and clear of all Encumbrances other than Permitted Encumbrances, and Buyer Purchaser shall purchase, acquire and accept from Seller, free and clear Sellers all of Liens, except for Permitted Liens, the entire Sellers’ right, title and interest of Seller in, to and under their Pioneer Terminal located at 0000 00xx Xxx XX, Xxx Xxxx, Xxxxx Xxxxxx 00000 (the “Terminal”), including the following, but excluding the Excluded Assets, (the “Purchased Assets”) as of the Closing: (a) all of Sellers’ properties, rights, claims and assets (other than the assets, properties and rights Excluded Assets) of every kind and description, wherever situated or located, real, personal and or mixed, tangible and or intangible, wherever situatedcontingent, that are Related owned, leased, or licensed, for use in or relating to the Business other than Terminal, whether or not reflected on the Excluded Assets (books and records of Sellers, as the “Purchased Assets”). The Purchased Assets include, but are not limited to, the following assets, properties and rights: (a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of same shall exist on the Closing Date; (b) all Equipmentof Sellers’ rights, title and interests in any intellectual property, including, but not limited toto any copyrights, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Datetrades secrets, trademarks, service marks, patents, or applications therefor; (c) all Seller Intellectual Property, including, but not limited to, Documents relating to the Seller Intellectual Property set forth in Schedule 2.1(c)Purchased Assets or Assumed Liabilities; (d) the Owned Real Property listed on Schedule 1.1(d); (e) the improvements on the Owned Real Property; (f) all Contracts Related tangible assets of Sellers relating to the Business (including In-Bound Licenses) Terminal, indicating whether the assets are owned by the Sellers as set forth on Schedule 2.1(d1.1(f), including, without limitation, the tangible assets of Sellers located at the Locations listed on Schedule 1.1(f); (g) which shall any chattel paper owned or held by Sellers relating to the Purchased Assets other than the Excluded Assets; (h) all other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Sellers relating to the Purchased Assets other than the Excluded Assets of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not include specifically referred to in this Agreement; (i) all Permits and all pending applications therefor listed on Schedule 1.1(i); (j) all express or implied guarantees, warranties, representations, covenants, indemnities, rights, claims, counterclaims, defenses, credits, causes of action or rights of set off against third parties relating to the Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to the utility services agreements) or Assumed Liabilities, including rights under vendors’ and manufacturers’ warranties, indemnities and guaranties; (k) the Sellers’ Documents, and without limiting the foregoing, each of the following: financial accounting and other books and records, Tax Returns, checkbooks and canceled checks, correspondence, supplier agreements, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data and other technical information and data, and all other records, in each case arising under or relating to the Purchased Assets or the Assumed Liabilities provided, however, that Sellers have the right to retain copies of all of the foregoing at Purchaser’s expense; (l) to the extent transferable, all rights and obligations under or arising out of the insurance policies set forth on Schedule 1.1(l) relating to the Purchased Assets or Assumed Liabilities (including returns and refunds of any Benefit Plans premiums paid, or related other amounts due back to Sellers, with respect to cancelled policies); (m) All rights of Sellers under the contracts covering Business Employees in the U.S. and agreements set forth on Schedule 1.1(m) hereto (collectively, the “Assigned Contracts”); (en) all Accounts ReceivableTax assets net of any liability (including all state and federal Tax refunds (or the right to such state and federal refunds of Taxes, includingwhether claimed or unclaimed) for all taxable periods (or portions thereof), but not limited whether ending on, prior to, or after the receivables for Closing Date (the accounts set forth in Schedule 2.1(e“Tax Refunds”)); (o) to the extent owned by Sellers, all fixed assets and other personal property and interests related to the Purchased Assets, wherever located, including all vehicles, tools, parts and supplies, fuel, machinery, equipment, furniture, furnishing, appliances, fixtures, office equipment and supplies, owned and licensed computer hardware and related documentation, stored data, communication equipment, trade fixtures and leasehold improvements, in each such account remains an Account Receivable as case with any freely transferable warranty and service rights of the Closing Dateapplicable Sellers with respect to such Purchased Assets; (fp) all Business Authorizations that are permitted to be transferred under applicable Lawtelephone, including, but not limited to, the authorizations set forth in Schedule 2.1(f)fax numbers and email addresses; (gq) all Books of Sellers’ rights to receive refunds, payments or overpayments, clawbacks or other amounts in respect of any and Recordsall claims, includingpotential claims, but not limited topurported claims and similar related items, with the items set forth in Schedule 2.1(g)exception of the Excluded Claims; (hr) all claims, of Sellers’ claims or causes of action, choses in action, rights of recovery and rights action under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or applicable laws relating to the other Purchased Assets or the and/or Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) including all insurance benefits other than those actions relating to any Benefit Plans covering Business Employees in the U.S.vendors and service providers, including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in which are collectively listed on Schedule 2.1(i1.1(r) (excluding any related to Benefit Plans) to the extent such benefits remain assets of Seller as of “Vendor Actions”), which shall not include the Closing Date; (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by SellerExcluded Claims; and (ms) all goodwill Crude Oil Inventory, wherever located and whether or not obsolete or carried on the Seller’s books of the Business as going concernaccount.

Purchase and Sale of the Purchased Assets. Upon the terms and subject to the conditions of this Agreement, at the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, free and clear of Liens, Liens except for Permitted Liens, the entire right, title and interest of Seller in, to and under all of the assets, properties and rights of every kind and description, real, personal and mixed, tangible and intangible, wherever situated, that are Related to the Business other than the Excluded Assets (the “Purchased Assets”). The Purchased Assets shall include, but are not limited to, the following assets, properties and rights: (a) all Inventory, including, but not limited to, the Inventory set forth in Schedule 2.1(a) to the extent each such item of Inventory remains Inventory of Seller as of the Closing Date; (b) all Equipment, including, but not limited to, the Equipment set forth in Schedule 2.1(b) to the extent each such item of Equipment remains Equipment of Seller as of the Closing Date; (c) all Seller Intellectual Property, including, but not limited to, the Seller Intellectual Property set forth in Schedule 2.1(c); (d) all Contracts Related to the Business (other than Excluded Contracts, including In-Bound Licenses) , Out-Bound Licenses and Work Product Agreements (as such terms are defined in Section 4.14), including, but not limited to, those that are set forth on Schedule 2.1(d2.1 (d) which shall not include any Benefit Plans or related contracts covering Business Employees in the U.S. (the “Assigned Contracts”); (e) all Accounts Receivable, including, but not limited to, the receivables for the accounts those that are set forth in on Schedule 2.1(e) to the extent each such account remains an Account Receivable as of the Closing Date2.1 (e); (f) all Business Authorizations that are permitted (to be transferred under applicable Law, including, but not limited to, the authorizations set forth in Schedule 2.1(fextent transferable); (g) all Books and Records, including, but not limited to, Records relating to the items set forth in Schedule 2.1(g)Purchased Assets; (h) all claims, causes of action, choses in action, rights of recovery and rights under all warranties, representations and guarantees made by suppliers of products, materials or equipment, or components thereof, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the items set forth in Schedule 2.1(h) to the extent such claims, etc., remain assets of Seller as of the Closing Date; (i) subject to Section 8.9, all insurance benefits other than those relating to any Benefit Plans covering Business Employees in the U.S.benefits, including rights and proceeds, arising from or relating to the other Purchased Assets or the Assumed Liabilities, including, but not limited to, the insurance benefits set forth in Schedule 2.1(i) Liabilities (excluding any related to Benefit Plans) to the extent such benefits remain assets recoverable after the Closing, but with no obligation on the part of Seller as of the Closing Dateto maintain or renew any Policies); (j) all prepaid expenses Related to the Business, including, but not limited to, the expenses set forth in Schedule 2.1(j) to the extent such prepaid expenses remain assets of Seller as of the Closing Date; (k) all security deposits, xxxxxxx deposits and all other forms of deposit or security placed with or by Seller for the performance of an Assigned Contract, including, but not limited to, the deposits and securities set forth in Schedule 2.1(k) to the extent such security deposits, xxxxxxx deposits and other forms of deposit or security remain assets of Seller as of the Closing Date; (l) all of Seller’s equity interest in the Seller Subsidiaries directly owned by Seller; and (ml) all goodwill of the Business as going concern.