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

Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and subject to the exclusions set forth in Sections 1.3 and 1.7, at the Closing, Seller shall sell, assign, transfer, convey and deliver, and cause each of its respective Asset Selling Affiliates, to sell, assign, transfer, convey and deliver to Purchaser (or its Designated Affiliates), and Purchaser shall purchase, acquire and accept, or cause one or more of its Designated Affiliates to purchase, acquire and accept, from Seller, or the applicable Asset Selling Affiliate, all of the right, title and interest of Seller, or the applicable Asset Selling Affiliate, in, to and under all assets, properties, rights, Contracts and claims of Seller and the Asset Selling Affiliates, wherever located, whether tangible or intangible, real, personal or mixed (collectively, and excluding the Excluded Assets, the “Purchased Assets”), that are Related to the Business and as such exist on the Closing Date, including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens): (a) (i) the Owned Real Property and (ii) the Real Property Leases; (b) all machinery, equipment, furniture, vehicles, tools, tooling and other tangible personal property Related to the Business, including, without limitation, the items set forth on Schedule 1.2(b) (the “Purchased Equipment”); (c) all inventories and supplies of raw materials, works-in-process, finished goods, spare parts, supplies, storeroom contents and other inventoried items, in each case that are Related to the Business (the “Purchased Inventory”); (d) all trade accounts and other receivables and rights to payment arising out of the sale or other disposition of goods or services and the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related to the Business; (e) subject to Sections 1.7 and 6.2, all rights and incidents in, to and under those Contracts of the Debtor Sellers listed on Schedule 1.2(e) (collectively, the “Debtor Contracts” and each, individually, a “Debtor Contract”); (f) subject to Section 6.2, all rights and incidents in, to and under all Contracts of the Non-Debtor Sellers Related to the Business, including without limitation those Contracts listed on Schedule 1.2(f) (collectively, the “Non-Debtor Contracts” and each, individually, a “Non-Debtor Contract”); (g) Intellectual Property (other than Excluded Intellectual Property) owned or licensed by Seller or any of its Asset Selling Affiliates, in each case that is Related to the Business, including, without limitation, the Trademarks, Patents and Software identified on Schedule 1.2(g) (the “Purchased Intellectual Property”); (h) subject to Section 10.7, all books and records (other than Tax Returns and related work papers and items set forth in Section 1.3(i), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, in each case that are Related to the Business; (i) the Permits issued by any Governmental Body and all pending applications therefor or renewals thereof (in each case that are Related to the Business and to the extent transferable to Purchaser or a Designated Affiliate of Purchaser); (j) all deferred and prepaid charges and expenses that are Related to the Business; (k) all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties with respect to any of the other Purchased Assets (other than any of the foregoing that exclusively relate to any Excluded Asset or Excluded Liability); (l) all claims, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, in each case that are Related to the Business, other than the Bankruptcy Avoidance Actions; (m) all equity interests in the joint ventures identified on Schedule 1.2(m) (such joint ventures being referred to collectively as “Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”); (n) all goodwill of the Business as a going concern; and (o) to the extent provided in Section 10.3, all of the rights Seller or its Subsidiaries may have under the trusts, or other assets held pursuant to, or set aside to fund the obligations of Seller or its Subsidiaries under any Assumed Benefit Plan, and any data and records (or copies thereof) required to administer the benefits of the Acquired Company Employees or the Business Employees under any Assumed Benefit Plan.

Purchase and Sale of the Purchased Assets. On Upon the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and subject to the exclusions set forth out in Sections 1.3 and 1.7this Agreement, at the ClosingClosing Time, the Seller shall sell, assignconvey, transfer, convey assign and delivertransfer to the Service Provider, and shall cause each of its respective Asset Selling Affiliatesthe Existing Operator and the Existing General Partner, as applicable, to sell, assignconvey, transfer, convey assign and deliver transfer to Purchaser (or its Designated Affiliates)the Service Provider, and Purchaser the Service Provider shall purchase, acquire and accept, or cause one or more of its Designated Affiliates to purchase, acquire and accept, accept from the Seller, the Existing Operator or the applicable Asset Selling AffiliateExisting General Partner, as applicable, free and clear of all Encumbrances (other than Permitted Encumbrances), all of the its right, title and interest in and to all of Seller, or the applicable Asset Selling Affiliate, in, to and under all following assets, propertiesprivileges, rightsbenefits and rights of every kind, Contracts but excluding (i) any such assets which have been terminated, disposed of, sold or consumed prior to the Closing Date in the Ordinary Course and claims of Seller (ii) all rights relating to the NFEC Purchase Option under the NFEC Lease and the Asset Selling Affiliatesrelated NFEC Option to Purchase Agreement, wherever located, whether tangible or intangible, real, personal or mixed which rights and the corresponding obligations and liabilities are to remain with OLG following assignment of the NFEC Lease (collectively, and excluding the Excluded Assets, the “Purchased Assets”), that are Related to the Business and as such exist on the Closing Date, including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens): (a) (i) the Owned Real Property and (ii) subject to Section 12.3, the Real Property LeasesLeases and the NFEC Related Agreements; (b) all machinery, equipment, furniture, vehicles, tools, tooling and other tangible personal property Related to the Business, including, without limitation, the items set forth on Schedule 1.2(b) (the “Purchased Equipment”)CN Licence; (c) all inventories and supplies of raw materials, works-in-process, finished goods, spare parts, supplies, storeroom contents and other inventoried items, in each case that are Related to the Business (the “Purchased Inventory”)Parking Licence; (d) all trade accounts and other receivables and rights to payment arising out of the sale or other disposition of goods or services and the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related to the BusinessKent Street Parking Licence; (e) subject to Sections 1.7 and 6.2, all rights and incidents in, to and under those Contracts of the Debtor Sellers listed on Schedule 1.2(e) (collectively, the “Debtor Contracts” and each, individually, a “Debtor Contract”)Fallsview Retail Subleases; (f) subject to the Contracts (other than the NFEC Related Agreements which are addressed in Section 6.2, all rights and incidents in, to and under all Contracts of the Non-Debtor Sellers Related to the Business, including without limitation those Contracts listed on Schedule 1.2(f) (collectively, the “Non-Debtor Contracts” and each, individually, a “Non-Debtor Contract”3.1(a)); (g) Intellectual Property (other than Excluded Intellectual Property) owned or licensed by Seller or any of its Asset Selling Affiliates, in each case that is Related to the Business, including, without limitation, the Trademarks, Patents and Software identified on Schedule 1.2(g) (the “Purchased Intellectual Property”)Equipment; (h) subject to Section 10.7, all books and records (other than Tax Returns and related work papers and items set forth in Section 1.3(i), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, in each case that are Related to the BusinessInventories; (i) the Permits issued by any Governmental Body IT Hardware and all pending applications therefor or renewals thereof (in each case that are Related to the Business and to the extent transferable to Purchaser or a Designated Affiliate of Purchaser)OLG Owned Software; (j) all deferred and prepaid charges and expenses that are Related to the BusinessMarkers Receivable; (k) all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties with respect to any of the other Purchased Assets (other than any of the foregoing that exclusively relate to any Excluded Asset or Excluded Liability)Pre-Closing Hotel Amounts; (l) all claims, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, in each case that are Related to the Business, other than the Bankruptcy Avoidance ActionsPrepaid Items; (m) all equity interests in the joint ventures identified on Schedule 1.2(m) (such joint ventures being referred to collectively as “Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”);Claimed Amounts; and (n) all goodwill of the Business as a going concern; and (o) to the extent provided in Section 10.3, all of the rights Seller or its Subsidiaries may have under the trusts, or other assets held pursuant to, or set aside to fund the obligations of Seller or its Subsidiaries under any Assumed Benefit Plan, and any data and records (or copies thereof) required to administer the benefits of the Acquired Company Employees or the Business Employees under any Assumed Benefit PlanEmployee Holdco Shares.

Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant Pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, Code and on the terms and subject to the exclusions conditions set forth in Sections 1.3 and 1.7herein, at the Closing, Seller Closing Sellers shall sell, assign, transfer, convey and deliver, and cause each of its respective Asset Selling Affiliates, to sell, assign, transfer, convey and deliver to Purchaser (or its Designated Affiliates)any Purchaser Designee, and Purchaser shall purchase, acquire and accept, or cause one or more of its Designated Affiliates to purchase, acquire and accept, accept from Seller, or the applicable Asset Selling Affiliate, Sellers all of the Sellers’ right, title and interest of Seller, or the applicable Asset Selling Affiliate, in, to and under the business relating to the store support center, distribution center (“Distribution Center”) and at least 60 of the high-quality neighborhood home repair and maintenance, paint, housewares and garden stores (the “Stores”) listed on Schedule 1.1 (the “Business”), including the following, but excluding the Excluded Assets, (the “Purchased Assets”) as of the Closing: (a) all assets, of Sellers’ properties, rights, Contracts claims and claims assets (other than the Excluded Assets) of Seller every kind and the Asset Selling Affiliatesdescription, wherever situated or located, whether tangible or intangible, real, personal or mixed (collectivelymixed, and excluding the Excluded Assetstangible or intangible, the “Purchased Assets”)contingent, that are Related owned, leased, or licensed, for use in or relating to the Business Business, whether or not reflected on the books and records of Sellers, as such the same shall exist on the Closing Date, including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens): (a) (i) the Owned Real Property and (ii) the Real Property Leases; (b) all machinerysubject to Section 1.6, equipment, furniture, vehicles, tools, tooling and other tangible personal property Related to the Businessextent assignable pursuant to Section 365 of the Bankruptcy Code, includingall rights under Contracts, without limitationagreements and purchase and sale orders that are not Rejected Contracts (as defined in Section 1.6(a)(i)), including all rights under any lease for Assumed Leased Real Property and any customer contracts and any contract renewal rights, but excluding obligations under the items set forth on Schedule 1.2(b) DIP Financing Agreements and the Excluded Contracts (the “Purchased EquipmentAssigned Contracts”), each as listed on Schedule 1.1(b) and Schedule 4.7; (c) all inventories and supplies of raw materials, works-in-process, finished goods, spare parts, supplies, storeroom contents and other inventoried items, in each case that are Related to the Business extent related to the Business, except as set forth on Schedule 1.1(c), all trade and non-trade accounts receivable, notes receivable and negotiable instruments of Sellers, but excluding any intercompany Indebtedness among the Sellers (the “Purchased InventoryAccounts Receivable”); (d) all trade accounts of each Seller’s Cash and Cash Equivalents other receivables and rights to payment arising out of the sale or other disposition of goods or services and the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related to the Businessthan as set forth on Schedule 1.1(d); (e) subject all Documents relating to Sections 1.7 and 6.2the Purchased Assets or Assumed Liabilities, all rights and incidents inincluding, to and under those Contracts of the Debtor Sellers listed on Schedule 1.2(e) (collectivelywithout limitation, the “Debtor Contracts” and each, individually, a “Debtor Contract”)customer lists; (f) subject to Section 6.2, all rights and incidents in, to and under all Contracts of the Non-Debtor Sellers Related to the Business, including without limitation those Contracts Owned Real Property listed on Schedule 1.2(f1.1(f) (collectively, the “Non-Debtor Contracts” and each, individually, a “Non-Debtor ContractAcquired Owned Real Property”); (g) Intellectual the Owned Buildings, subject to ground leases, listed on Schedule 1.1(g) (the “Acquired Buildings”); (h) the Leased Real Property listed on Schedule 1.1(h) (the “Assumed Leased Real Property”), including any security deposits or other than Excluded Intellectual Propertydeposits delivered in connection therewith; (i) owned or licensed by Seller or any all tangible assets of its Asset Selling Affiliates, in each case that is Related Sellers relating to the Business, other than the assets set forth on Schedule 1.1(i), including, without limitation, the Trademarks, Patents and Software identified tangible assets of Seller located at any Assumed Leased Real Property or at the Locations listed on Schedule 1.2(g) (the “Purchased Intellectual Property”); (h) subject to Section 10.7, all books and records (other than Tax Returns and related work papers and items set forth in Section 1.3(i), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, in each case that are Related to the Business; (i) the Permits issued by any Governmental Body and all pending applications therefor or renewals thereof (in each case that are Related to the Business and to the extent transferable to Purchaser or a Designated Affiliate of Purchaser1.1(i); (j) all deferred and prepaid charges and expenses personnel files for Transferred Employees except as required under Law; provided, however, that are Related Sellers have the right to retain copies at Seller’s expense to the Businessextent required by Law; (k) all rights under any chattel paper owned or pursuant held by Sellers relating to all warranties, representations and guarantees, whether express the Business or implied, made by suppliers, manufacturers, contractors and other third parties with respect to any of the other Purchased Assets (other than any of the foregoing that exclusively relate to any Excluded Asset or Excluded Liability)Assets; (l) any lock boxes to which account debtors of the Sellers remit payment relating to the Business or the Purchased Assets other than the Excluded Assets; (m) all other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Sellers 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; (n) all Permits and all pending applications therefor; (o) 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) or Assumed Liabilities, 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 the Sellers; (p) the Intellectual Property; (q) 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; (r) all Inventory, including raw materials, work in process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on the Sellers’ 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 Sellers; (s) to the extent permitted by Law, the Sellers’ Documents, and without limiting the foregoing, each of the following: financial accounting and other books and records, 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 the foregoing at Purchaser’s expense; (t) 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); (u) all Tax assets net of any liability (including all state and federal Tax refunds (or the right to such state and federal refunds of Taxes, whether claimed or unclaimed) for all taxable periods (or portions thereof), whether ending on, prior to, or after the Closing Date (the “Tax Refunds”)); (v) except to the extent set forth on Schedule 1.1(v), all rights and obligations under non-disclosure or confidentiality, key employee retention plans and similar arrangements with (or for the benefit of) employees and agents of Sellers 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 filing of the Bankruptcy Cases and the Auction contemplated by the Bidding Procedures Order); (w) all Assumed Plans (including all assets, trusts, insurance policies and administration service contracts related thereto) listed on Schedule 1.1(w); (x) to the extent owned by any Seller, all fixed assets 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 applicable Seller with respect to such Purchased Assets; (y) telephone, fax numbers and email addresses; (z) all of Sellers’ rights to receive refunds, payments or overpayments, clawbacks or other amounts (whether from a workers’ compensation administrator or otherwise) in respect of any and all workers’ compensation matters, claims, potential claims, purported claims and similar related items with respect to any Transferred Employee; (aa) 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 relating to the Purchased Assets and/or Assumed Liabilities, including all actions relating to vendors and service providers used in the Business that are counterparties to Assumed Contracts or relating to Assumed Liabilities (the “Avoidance Actions”); and (bb) except to the extent set forth on Schedule 1.1(bb), any and all claims, deposits, prepayments, refunds, rebates, causes of action, choses in action, rights of recovery, rights of set off, set-off and rights of recoupment, recoupment relating to or in each case that are Related to the Business, other than the Bankruptcy Avoidance Actions; (m) all equity interests in the joint ventures identified on Schedule 1.2(m) (such joint ventures being referred to collectively as “Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”); (n) all goodwill respect of the Business as a going concern; and (o) to the extent provided in Section 10.3, all of the rights Seller or its Subsidiaries may have under the trusts, or other assets held pursuant to, or set aside to fund the obligations of Seller or its Subsidiaries under any Assumed Benefit Plan, and any data and records (or copies thereof) required to administer the benefits of the Acquired Company Employees or the Business Employees under any Assumed Benefit Planan Excluded Asset.

Purchase and Sale of the Purchased Assets. On Upon the terms and subject to the conditions hereof of this Agreement, Buyer agrees to purchase (or cause to be purchased) from Seller and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy CodeRetained Subsidiaries, and subject Seller agrees to, and to cause the exclusions set forth in Sections 1.3 Retained Subsidiaries to, sell, convey, transfer, assign and 1.7deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer (or its designee) at the Closing, Seller shall sellfree and clear of any Liens ((x) in the case of clause (i), assign, transfer, convey and deliverother than Liens under applicable securities Laws, and cause each (y) in the case of its respective Asset Selling Affiliates, to sell, assign, transfer, convey clauses (ii) and deliver to Purchaser (or its Designated Affiliatesiii), and Purchaser shall purchase, acquire and accept, or cause one or more of its Designated Affiliates to purchase, acquire and accept, from Seller, or the applicable Asset Selling Affiliateother than Permitted Liens), all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under (i) the Shares, such transfer conveying valid title; (ii) the Assigned IP Assets (including all goodwill appurtenant to any Trademarks included in the Assigned IP Assets, and the right to xxx for and recover all damages for the past, present and future infringement of any Assigned IP Asset and to all royalties arising therefrom) and the Technology Deliverables and (iii) other than with respect to any Intellectual Property Rights owned by Seller or any of the Retained Subsidiaries, all of Seller’s and the Retained Subsidiaries’ right, title and interest in and to the assets, properties and business, of every kind and description Relating to the Business, including all right, title and interest of Seller, or Seller and the applicable Asset Selling Affiliate, Retained Subsidiaries in, to and under all assetsthe following, propertiesin each case, rights, Contracts and claims of Seller and the Asset Selling Affiliates, wherever located, whether tangible or intangible, real, personal or mixed (collectively, and excluding the any Excluded Assets, as the same shall exist as of the Effective Time (clauses (i)-(iii) collectively, the “Purchased Assets”), that are Related to the Business and as such exist on the Closing Date, including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens): (a) (i) the Owned Real Property owned real property, together with all buildings, fixtures and improvements erected thereon, listed on Section 3.12(a)(ii) of the Disclosure Schedule and (ii) the leasehold interests in real property, together with the buildings, fixtures and improvements erected thereon, listed on Section 3.12(b)(i)(B) of the Disclosure Schedule (collectively, the “Purchased Real Property LeasesProperty”); (b) all tangible personal property and interests therein, including machinery, equipment, hardware, furniture, vehicles, fixtures and tools, tooling and other tangible personal property Related to the Businessextent Relating to the Business including all such property and interests, includingother than IT Assets, without limitation, located at any of the items set forth on Schedule 1.2(b) Purchased Real Property or used by any Transferred Employees (the “Purchased Equipment”including vehicles); (c) all inventories and supplies of raw materials, workswork-in-process, finished goods, spare parts, supplies, storeroom contents supplies and other inventoried itemsinventories to the extent Relating to the Business or used in the Business Products, in each case that are Related including to the extent held by (i) customers of the Business pursuant to consignment arrangements or (ii) suppliers of the Business under tolling arrangements; (d) all IT Assets to the extent Relating to the Business (the “Purchased InventoryAssigned IT Assets”); (de) all trade accounts rights under all Contracts, agreements, licenses, commitments, sales and purchase orders and other receivables and rights instruments, to payment arising out of the sale or other disposition of goods or services and the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related extent Relating to the Business; (e) subject to Sections 1.7 and 6.2, all rights and incidents in, to and under those Contracts of the Debtor Sellers listed on Schedule 1.2(e) (collectively, the “Debtor Contracts” and each, individually, a “Debtor Contract”); (f) subject to Section 6.2all rights, all claims, credits, causes of action or rights of set-off against third parties, including unliquidated rights under manufacturers’ and incidents in, to and under all Contracts of the Non-Debtor Sellers Related vendors’ warranties to the Business, including without limitation those Contracts listed on Schedule 1.2(f) (collectively, extent Relating to the “Non-Debtor Contracts” and each, individually, a “Non-Debtor Contract”)Business or with respect to the Business Products; (g) Intellectual Property all trade and non-trade accounts receivable and other receivables (other than Excluded Intellectual Propertywhether current or non-current) owned or licensed by Seller or any of its Asset Selling Affiliates, in each case that is Related to the extent Relating to the Business, includingand any asset, without limitationregardless of whether Relating to the Business, that is included in the Trademarks, Patents and Software identified on Schedule 1.2(g) (the “Purchased Intellectual Property”)Closing Working Capital; (h) subject to Section 10.7, all books and records prepaid assets (other than Tax Returns and related work papers and items set forth in Section 1.3(i), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, in each case that are Related prepaid insurance) to the extent Relating to the Business; (i) the Permits all governmental licenses, permits, approvals, consents, certificates or other authorizations issued by any Governmental Body and all pending applications therefor or renewals thereof (in each case that are Related to the Business and Authority to the extent transferable Relating to Purchaser or a Designated Affiliate of Purchaser)the Business; (j) any and all deferred goodwill and prepaid charges and expenses that are Related other intangible assets Relating to the Business; (k) to the extent permitted by Applicable Law, all rights under documents, instruments, books, records, files, catalogs, sales literature, promotional materials, data, certificates and papers (or pursuant to all warranties, representations and guaranteesapplicable portions thereof), whether express in hard copy or impliedelectronic format, made by suppliersto the extent relating to, manufacturersused in (or held for use in) or arising out of the operation or the conduct of the Business other than any information relating to any Taxes (it being understood that Seller and the Retained Subsidiaries shall be permitted to retain copies of such materials solely to the extent (i) necessary to demonstrate compliance with Applicable Law, contractors (ii) relevant to any Excluded Assets or Seller’s obligations under the Transaction Documents, or (iii) part of so-called “back-up” electronic tapes in the ordinary course of business, it being understood that such retained books, record and other third parties materials will not be provided to (or used by Seller or its Subsidiaries in) the Retained Business, other than to the extent expressly contemplated in clauses (i)-(iii) of this proviso) (it being understood that, notwithstanding the foregoing, nothing in this Section 2.1(k) is intended to sell, convey, transfer, assign or deliver any right, title or interest in or to any Intellectual Property Rights); provided, that with respect to such documents, data, instruments, books, records, files, catalogs, sales literature, promotional materials, certificates and papers, Seller may separate out, redact or otherwise remove any portions of the other Purchased Assets (other than any of the foregoing such materials that exclusively do not relate to any Excluded Asset or Excluded Liability)the Business; provided further, that if the portion of such materials that do not relate to the Business are not reasonably separable from the portions that do relate to the Business, Seller agrees to use its reasonable best efforts to provide the information contained in such materials in an alternative manner to Buyer; (l) all claims, causes Tax Returns that relate exclusively to Taxes of action, choses in action, rights of recovery, rights of set off, the Purchased Subsidiaries and rights of recoupment, in each case that are Related Taxes imposed with respect to the Business, other than the Bankruptcy Avoidance ActionsPurchased Assets (it being understood that Seller shall be permitted to retain copies of such Tax Returns); (m) all equity interests in to the joint ventures identified on Schedule 1.2(m) (such joint ventures being referred extent permitted by Applicable Law, the personnel records of Seller or a Retained Subsidiary relating to collectively as “the Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”);Employees; and (n) all goodwill plan assets that correspond to Assumed Liabilities under Purchased Subsidiary Benefit Plans and all plan assets that can be transferred by Contract or Applicable Law that correspond to Assumed Liabilities under Assumed Benefit Plans (if any). Subject to Section 5.12, any assets of the Business as a going concern; and Purchased Subsidiaries (oincluding any Real Property) shall be deemed Purchased Assets to the extent provided in Section 10.3, all of the rights Seller or its Subsidiaries may have under Purchased Subsidiaries’ right, title and interest therein; provided that the truststransfer of such assets shall be effected solely by virtue of the transfer of the Seller’s and the applicable Retained Subsidiaries’ right, or other assets held pursuant to, or set aside to fund title and interest in the obligations Shares and not through the direct transfer of Seller or its Subsidiaries under any Assumed Benefit Plansuch assets, and any data Seller and records (or copies thereof) its Retained Subsidiaries shall not be required to administer the benefits transfer any such assets of the Acquired Company Employees or Purchased Subsidiaries other than through the Business Employees under any Assumed Benefit Plantransfer of the Seller’s and the applicable Retained Subsidiaries’ right, title and interest in the Shares.

Purchase and Sale of the Purchased Assets. On Upon the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and subject to the exclusions set forth in Sections 1.3 and 1.7this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliverdeliver to the Buyer, free and clear of all Liens, and cause each of its respective Asset Selling Affiliates, to sell, assign, transfer, convey and deliver to Purchaser (or its Designated Affiliates), and Purchaser the Buyer shall purchase, acquire and accept, or cause one or more of its Designated Affiliates to purchasebe purchased, acquire acquired and acceptaccepted, from the Seller, or the applicable Asset Selling Affiliate, all of the right, title and interest of Seller, or the applicable Asset Selling Affiliate, in, to and under all ’s assets, properties, rights, Contracts properties and claims rights of Seller every kind and the Asset Selling Affiliates, wherever located, whether tangible or intangibledescription, real, personal and mixed, tangible and intangible, wherever situated, which relate to, are used in, or mixed are intended to be used in the Business, as the same shall exist on the Closing Date, except for any Excluded Assets (collectively, and excluding the Excluded Assets, the “Purchased Assets”), that are Related to the Business and as such exist on the Closing Date, ) including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens):: (a) (iall machinery, fixtures, furniture, leasehold improvements, supplies, accessories, materials, equipment, parts, automobiles, trucks, vehicles, tooling, tools, office equipment, computer hardware, laptops, telephones and other items of tangible personal property used in the Business, including the items forth on Section 2.1(a) of the Owned Real Property and (ii) the Real Property LeasesSeller Disclosure Schedule; (b) all machinery, equipment, furniture, vehicles, tools, tooling and other tangible personal property Related to the Business, including, without limitation, the items set forth on Schedule 1.2(b) (the “Purchased Equipment”); (c) all inventories and supplies of raw materials, workswork-in-process, finished goods, supplies, spare parts, supplies, storeroom contents packaging materials and other inventoried itemsinventories, including all such items (i) located on the Leased Real Property and (ii) in each case that are Related transit from suppliers of the Business; (c) all Owned Intellectual Property (including but not limited to the Business (the “Purchased Inventory”websites and domain names); (d) all trade accounts and other receivables and rights to payment arising out Contracts set forth on Section 2.1(d) of the sale or other disposition of goods or services and Seller Disclosure Schedule (collectively, the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related to the Business“Assigned Contracts”); (e) subject to Sections 1.7 and 6.2, all rights and incidents in, to and under those Contracts contracts providing for the lease by the Seller of Leased Real Property set forth on Section 2.1(e) of the Debtor Sellers listed on Seller Disclosure Schedule 1.2(e) (collectively, the “Debtor Contracts” and each, individually, a “Debtor ContractLeases”); (f) subject to Section 6.2, all rights and incidents in, to and under all Contracts Current Assets as of the Non-Debtor Sellers Related to the Business, including without limitation those Contracts listed on Schedule 1.2(f) (collectively, the “Non-Debtor Contracts” and each, individually, a “Non-Debtor Contract”)Closing Date; (g) Intellectual Property (other than Excluded Intellectual Property) owned or licensed by Seller or any of its Asset Selling Affiliatesall Business Permits, in each case that is Related to the Business, including, without limitation, the Trademarks, Patents and Software identified on Schedule 1.2(g) (the “Purchased Intellectual Property”)extent transferable; (h) subject to Section 10.7, all books Books and records (other than Tax Returns and related work papers and items set forth in Section 1.3(i), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, in each case that are Related to the BusinessRecords; (i) the Permits issued by any Governmental Body and all pending applications therefor or renewals thereof (in each case that are Related to the Business and to the extent transferable to Purchaser or a Designated Affiliate of Purchaser); (j) all deferred and prepaid charges and expenses that are Related to the Business; (k) all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties with respect to any of the other Purchased Assets (other than any of the foregoing that exclusively relate to any Excluded Asset or Excluded Liability); (l) all claims, causes of action, choses in action, lawsuits, rights of recovery, and other claims of any nature in favor of the Seller, the Purchased Assets or the Assumed Liabilities, including all rights under all warranties, representations, indemnities, guarantees and similar rights; (j) all of set offthe Seller’s rights in the Publication, and all of the Seller’s rights to prepare, publish, sell and distribute such Publication and any other publications, extensions (including websites) or spin offs derived from such Publication or related thereto in all languages; (k) all inventories of recoupmentback and current issues of the Publication; any and all current and archival editorial works, in any form or media, together with all enhancements, modifications, derivative works, and works in progress owned, controlled and possessed by the Seller, including without limitation, photographs (negatives and positives), editorial material, work in process, finished goods, manuscripts, notes and drafts, graphic artwork, photographs and negatives; promotional materials, inserts, and direct mail materials; stationery, supplies, purchase orders, forms, labels, in the case of each case of the foregoing, that are Related owned by the Seller and to the Businessextent the foregoing relate to the Publication; (l) all of the advertising contracts, other than space reservations and insertion orders to the Bankruptcy Avoidance Actionsextent they relate to the placement of advertising in the Publication with respect to all dates occurring after the Closing Date; (m) copies of all equity interests graphics files used in the joint ventures identified on Schedule 1.2(m) (such joint ventures being referred to collectively as “Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”)Publication; (n) all goodwill disks, art files (including electronic files) and designs that are owned by the Seller and used in the Business; (o) all email addresses with the domain names set forth on Section 2.1(o) of the Business as a going concernSeller Disclosure Schedule, telephone, telex and telephone facsimile numbers and other directory listings; and (op) all goodwill and other intangible assets related to the extent provided in Section 10.3Business, all of the rights Seller or its Subsidiaries may have under the trusts, or other assets held pursuant to, or set aside to fund the obligations of Seller or its Subsidiaries under any Assumed Benefit Plan, and any data and records (or copies thereof) required to administer the benefits of the Acquired Company Employees or the Business Employees under any Assumed Benefit Planif any.

Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and subject to the exclusions set forth in Sections 1.3 and 1.7herein, at the Closing, Seller shall sell, assign, transfer, convey and delivereach Asset Selling Entity shall, and Dxxx shall cause each of its respective such Asset Selling AffiliatesEntity to, to sell, assign, transfer, convey and deliver to Purchaser (or its Designated Affiliates)the applicable Purchaser, and Orhan shall, or shall cause the applicable Purchaser shall to, purchase, acquire and accept, or cause one or more of its Designated Affiliates to purchase, acquire and accept, accept from Seller, or the applicable such Asset Selling AffiliateEntity, all of the such entity’s right, title and interest of Seller, or the applicable Asset Selling Affiliate, in, to and under all the following assets, properties, rights, Contracts and claims of Seller and the such entity, in each case, primarily related to such Asset Selling AffiliatesEntity’s part of the FPG Business (each such part of the FPG Business a “Relevant ASE Business” and collectively, wherever located, the “ASE Business”) whether tangible or intangible, real, personal or mixed (collectivelysuch assets of the ASE Business, and excluding the Excluded Assets, the “Purchased Assets”), that are Related to the Business and as such exist on the Closing Date, including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens): (a) (i) the Owned Real Property and (ii) the Real Property Leases; (b) all machinery, equipment, furniture, vehicles, tools, tooling and other tangible personal property Related primarily related to the FPG Business, including, without limitation, the items set forth on Schedule 1.2(b1.3(b) (the “Purchased Equipment”); (c) all inventories and supplies of raw materials, works-in-process, finished goods, spare parts, supplies, storeroom contents and other inventoried items, in each case that are Related to the Business (the “Purchased Inventory”)items wherever located; (d) all trade accounts and other receivables and rights to payment arising out of the sale or other disposition of goods or services services, including, without limitation, those trade accounts and other receivables reflected on the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related to the BusinessFinancial Statements; (e) subject to Sections 1.7 and 6.2, all rights and incidents in, to and under those all Contracts of the Debtor Sellers Asset Selling Entities, including, without limitation, the Contracts listed on Schedule 1.2(e1.3(e) (collectively, the “Debtor Contracts” and each, individually, a “Debtor Contract”); (f) subject to Section 6.2, all rights and incidents in, to and under all Contracts of the Non-Debtor Sellers Related to the Business, including without limitation those Contracts Retention Agreements listed on Schedule 1.2(f1.3(f) (collectively, the “Non-Debtor ContractsAssumed Retention Agreements” and each, individually, a an “Non-Debtor ContractAssumed Retention Agreement”); (g) all rights in, to and under the Non-Debtor Contracts; (h) the Intellectual Property (other than Excluded Intellectual Property) owned or licensed by Seller or any of its Asset Selling Affiliates, in each case that is Related to the Business, including, without limitation, the Trademarks, Patents and Software identified on Schedule 1.2(g) 1.3(h), all associated know-how, all rights to enforce and to past and future damages for the infringement of any such Intellectual Property, and all goodwill of the FPG Business associated with any Trademarks included in such Intellectual Property (the “Purchased Intellectual Property”); (hi) subject to Section 10.711.2, all books and records (other than Tax Returns and related work papers and items set forth in Section 1.3(i1.4(h), all books, records, files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, in each case that are Related to the Businessextent available; (ij) the Permits issued by any Governmental Body and all pending applications therefor or renewals thereof (in each case that are Related to the Business and to the extent transferable permitted by applicable Law to Purchaser or a Designated Affiliate of Purchaserbe transferred and subject to any required consents); (jk) all deferred and prepaid charges for utilities and expenses similar operational services and requirements, other than those that are Related relate to the Businessany Excluded Asset; (kl) all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties with respect to any of the other Purchased Assets (Assets, other than any of the foregoing that exclusively primarily relate to any Excluded Asset or Excluded Liability); (lm) all claims, defenses causes of action, choses in causes of action, rights of recovery, rights of set off, and rights of recoupment, in each case that are Related to the Business, other than the Bankruptcy Avoidance Actions; (m) all equity interests in the joint ventures identified recoupment listed on Schedule 1.2(m) (such joint ventures being referred to collectively as “Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”1.3(m); (n) all goodwill the software listed on Schedule 1.3(n), in accordance with the terms of the Business as a going concernSection 4.22; and (o) to the extent provided in Section 10.3those receivables, all of the rights Seller or its Subsidiaries may have under the trusts, or other assets held pursuant to, or set aside to fund the obligations of Seller or its Subsidiaries under any Assumed Benefit Plan, loans and any data and records (or copies thereof) required to administer the benefits of the Acquired Company Employees or the Business Employees under any Assumed Benefit Planinvestments constituting Transferred Intercompany Receivables.

Purchase and Sale of the Purchased Assets. On the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and subject to the exclusions set forth in Sections 1.3 and 1.7this Agreement, at the Closing, the Seller shall sell, assign, transfer, convey and deliver, and cause each of its respective Asset Selling Affiliates, to sellconvey, assign, transfer, convey transfer and deliver to the Purchaser (or its Designated Affiliates), and the Purchaser shall purchase, purchase and acquire and accept, or cause one or more of its Designated Affiliates to purchase, acquire and accept, from Seller, or the applicable Asset Selling Affiliate, Seller all of the Seller’s right, title and interest of Sellerthe Seller and, or as applicable, its Affiliates in and to all of the applicable Asset Selling Affiliateassets and properties of the Seller and, inas applicable, to its Affiliates of every kind and under all assets, properties, rights, Contracts and claims of Seller and the Asset Selling Affiliates, wherever located, whether tangible or intangibledescription, real, personal and mixed, tangible and intangible, wherever situated, used or mixed (collectivelyheld for use in connection with the Business, and excluding as the Excluded Assets, the “Purchased Assets”), that are Related to the Business and as such same shall exist on the Closing Date, including all goodwill related thereto (the “Purchased Assets” and specifically excluding the Excluded Assets), free and clear of all Encumbrances, including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens):: (a) (i) the Owned Real Property all machinery, equipment, vehicles, supplies, office furniture and (ii) the Real Property Leasesoffice equipment, fixtures, equipment, tools, telecommunications equipment, computers and accessories; (b) all machinery, equipment, furniture, vehicles, tools, tooling and other tangible personal property Related to Contracts listed on Part 1.1(b) of the Business, including, without limitation, the items set forth on Disclosure Schedule 1.2(b) (the “Purchased EquipmentAssigned Contracts”); (c) all inventories and supplies of raw materials, works-in-process, finished goods, spare parts, supplies, storeroom contents and other inventoried items, in each case that are Related Permits to the Business (extent transferable to the “Purchased Inventory”)Purchaser; (d) all trade accounts and other receivables and rights to payment arising out of the sale or other disposition of goods or services and the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related to the BusinessReceivables; (e) subject to Sections 1.7 all Materials and 6.2, all rights and incidents in, to and under those Contracts of the Debtor Sellers listed on Schedule 1.2(e) (collectively, the “Debtor Contracts” and each, individually, a “Debtor Contract”)Supplies; (f) subject to Section 6.2all Company Intellectual Property and all computer software (including, all rights without limitation, documentation and incidents in, to related object and under all Contracts of the Non-Debtor Sellers Related to the Business, including without limitation those Contracts listed on Schedule 1.2(f) (collectively, the “Non-Debtor Contracts” and each, individually, a “Non-Debtor Contract”source codes); (g) Intellectual Property (the Owned Real Property, together with the buildings, structures, improvements and fixtures located thereon, and all rights, privileges, easements, licenses, hereditaments and other than Excluded Intellectual Property) owned or licensed by Seller or any of its Asset Selling Affiliates, in each case that is Related to the Business, including, without limitation, the Trademarks, Patents and Software identified on Schedule 1.2(g) (the “Purchased Intellectual Property”)appurtenances relating thereto; (h) subject to Section 10.7the Seller’s interest, all books and records (other than Tax Returns and related work papers and items set forth in Section 1.3(i), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materialsas lessee, in each case that are Related the Leased Real Property to the Businessextent the Leases related to such Leased Real Property are Assigned Contracts; (i) the Permits issued by any Governmental Body and all pending applications therefor or renewals thereof (in each case that are Related to the Business and to the extent transferable to Purchaser or a Designated Affiliate of Purchaser)Records; (j) all deferred telephone, telecopy and prepaid charges e-mail addresses and expenses that are Related to the Businesslistings; (k) all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties with respect to any of the other Purchased Assets (other than any of the foregoing that exclusively relate Seller to any Excluded Asset or Excluded Liability)its corporate name, Iowa Pipeline Associates, Inc., and derivations and variants thereof; (l) all claims, causes of action, choses in action, rights of recoveryEnStructure to its corporate name, rights of set offEnStructure Corporation, and rights of recoupment, in each case that are Related to the Business, other than the Bankruptcy Avoidance Actions;derivations and variants thereof; and (m) all equity interests in the joint ventures identified on Schedule 1.2(m) (such joint ventures being referred to collectively as “Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”); (n) all goodwill of the Business as a going concern; and (o) rights related to the extent provided in Section 10.3, Purchased Assets and all Causes of the rights Seller or its Subsidiaries may have under the trusts, or other assets held pursuant to, or set aside to fund the obligations of Seller or its Subsidiaries under any Assumed Benefit Plan, and any data and records (or copies thereof) required to administer the benefits of the Acquired Company Employees or the Business Employees under any Assumed Benefit PlanAction.

Purchase and Sale of the Purchased Assets. On Upon the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and subject to the exclusions set forth in Sections 1.3 and 1.7herein, at the Closing, or in the case of the Deferred Items if applicable, at the Deferred Closing, (i) Seller shall, and shall cause the Selling Subsidiaries to, sell, assign, transfer, convey and deliver, to Purchaser, the Transferred Shares, the US Miraclon Shares, the Miraclon Belgium Shares and the Miraclon Belgium China Holdco Shares and Purchaser shall (directly or indirectly through one or more Affiliates) purchase Transferred Shares, the US Miraclon Shares, the Miraclon Belgium Shares and the Miraclon Belgium China Holdco Shares and, immediately thereafter, (ii) Seller shall, and shall cause each of its respective Asset the Selling AffiliatesSubsidiaries to, to sell, assignconvey, transfer, convey assign and deliver transfer to Purchaser (or its Designated Affiliates)Purchaser, and Purchaser shall (directly or indirectly through one or more Affiliates, which shall include the Miraclon Entities then owned by Purchaser and designated in writing to Seller at least two (2) Business Days prior to the expected Closing Date and subject to the requirements of any applicable Local Transfer Agreement) purchase, acquire and acceptaccept from each of Seller and the Selling Subsidiaries, or cause one or more free and clear of its Designated Affiliates to purchaseall Encumbrances other than Permitted Encumbrances, acquire the Transferred Shares, and accept, from Seller, or the applicable Asset Selling Affiliate, all of the right, title and interest of Seller, or the applicable Asset Selling Affiliate, in, to and under all assets, properties, rights, Contracts and claims each of Seller and the Asset Selling AffiliatesSubsidiaries in the following assets, wherever locatedproperties and rights, whether tangible or intangiblein each case, real, personal or mixed other than the Excluded Assets (collectively, and excluding the Excluded Assets, the “Purchased Assets”), that are Related to as the Business and as such same may exist on the Closing, or in the case of the Deferred Closing Dateif applicable, including, without limitation, at the following, in each case free and clear of all Liens (except Transferred Liens):Deferred Closing: (a) (i) the right, title and interest of each of Seller and the Selling Subsidiaries in and to the Owned Real Property and (ii) the Real Property LeasesProperty; (b) all tangible personal property and interests therein, including all of the equipment, vehicles, machinery, equipmenttools, spare parts, furniture, vehicles, tools, tooling Purchased IT Assets and other tangible personal property Related property, in each case, which is (i) primarily relating to the Business, including(ii) located at an Assumed Facility (other than the Shared Facilities) on the Closing Date or, without limitationif applicable to a Deferred Item, the items Deferred Closing Date, or (iii) as set forth on Schedule 1.2(bSection 2.1(b) of the Seller Disclosure Letter (collectively, the “Purchased Equipment”); (c) all inventories Assigned Real Property Leases and supplies of raw materialsContracts to which Seller or the Selling Subsidiaries are a party, works-in-process, finished goods, spare parts, supplies, storeroom contents and other inventoried itemsor by which Seller or the Selling Subsidiaries are bound, in each case that are Related case, either (i) to the extent relating to the Business, (other than any Business Benefit Plans and Miraclon Entity Benefit Plans which are addressed in Section 2.1(m) below); or (ii) as set forth on Section 2.1(c) of the Seller Disclosure Letter (collectively, with the Assigned Real Property Leases, Equipment Leases, consulting agreements and employment agreements of Business Employees (except as otherwise provided pursuant to Section 5.6(a)), the “Purchased InventoryAssumed Contracts”); (d) all trade accounts Inventory of each of Seller, the Selling Subsidiaries and the Transferred Subsidiaries (i) to the extent relating to the Business, except Inventory that has been shipped or delivered by the Business to other receivables divisions or segments of Seller and rights to payment arising out of its Subsidiaries for the sale or consumption of such Inventory by such other disposition divisions or segments pursuant to agreements entered into prior to the date hereof or in the ordinary course of goods business, (ii) that has been shipped or services delivered to the Business by other divisions or segments of Seller and its Subsidiaries for the full benefit sale or consumption of such Inventory by the Business, (iii) located at an Assumed Facility (other than the Shared Facilities) on the Closing Date or the Deferred Closing Date when such Assumed Facility is transferred, or (iv) as set forth on Section 2.1(d) of the Seller Disclosure Letter; (i) the Intellectual Property set forth on Section 2.1(e) of the Seller Disclosure Letter and all security for such accountsother forms of Intellectual Property exclusively relating to the Business that are owned by Seller, receivables and rights to paymentthe Selling Subsidiaries or the Transferred Subsidiaries, in each case that are Related to case, other than the BusinessIntellectual Property associated with the Excluded IT Assets (the “Transferred IP”); and (ii) existing copies of any tangible embodiments of the Know-How forming part of the Transferred IP; (ef) all Permits owned, utilized, held or maintained by or licensed to each of Seller, the Selling Subsidiaries and the Transferred Subsidiaries (subject to Sections 1.7 and 6.2the terms of such Permits), all rights and incidents inin each case, (i) relating predominantly to and under those Contracts the Business to the extent transferable or (ii) as set forth on Section 2.1(f) of the Debtor Sellers listed on Schedule 1.2(e) Seller Disclosure Letter (collectively, the “Debtor Contracts” and each, individually, a “Debtor ContractAssumed Permits”); (fi) subject to Section 6.2, all rights and incidents in, to and under all Contracts of the Non-Debtor Sellers Related to the Business, including without limitation those Contracts listed on Schedule 1.2(f) (collectively5.9, the “Non-Debtor Contracts” Current Business Books and each, individually, a “Non-Debtor Contract”); Records and Historical Business Books and Records and (gii) Intellectual Property (other than Excluded Intellectual Property) owned or licensed by Seller or any of its Asset Selling Affiliates, in each case that is Related to the Business, including, without limitation, the Trademarks, Patents and Software identified on Schedule 1.2(g) (the “Purchased Intellectual Property”)all Business Employees’ Records; (h) subject the Accounts Receivable to Section 10.7, all books and records (other than Tax Returns and the extent related work papers and items set forth in Section 1.3(i), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, in each case that are Related to the Business; (i) all prepaid expenses and deposits and refunds to the Permits issued by any Governmental Body and all pending applications therefor or renewals thereof (in each case that are Related extent predominantly relating to the Business (other than prepaid insurance) and to included in the extent transferable to Purchaser or a Designated Affiliate of Purchaser)Closing Working Capital; (j) all deferred claims (including under any Contract of insurance with a third party but excluding any claims under any insurance deductible or self-insurance), causes of action, defenses and prepaid charges and expenses that are Related rights of offset or counterclaim (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or noncontingent), to the Businessextent exclusively relating to the Business or any of the Purchased Assets or Assumed Liabilities; (k) all rights under or pursuant to all warrantiesthe goodwill of the Business, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties with respect including any such goodwill related to any of the other Purchased Assets (other than any of the foregoing that exclusively relate to any Excluded Asset or Excluded Liability)Transferred IP; (l) all claimsrights and claims under any and all transferable warranties extended by suppliers, causes vendors, contractors, manufacturers and licensors in relation to any of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, in each case that are Related the Equipment or Inventory constituting a Purchased Asset pursuant to the Business, other than the Bankruptcy Avoidance ActionsSection 2.1(d); (mi) all equity interests Purchaser Assumed Benefit Plans and Miraclon Entity Benefit Plans and any assets related thereto, as provided for in Section 5.6 and Section 5.6(l)(ii) of the joint ventures identified on Schedule 1.2(mSeller Disclosure Letter; provided, however, that, to the extent Purchaser or one of its Affiliates does not assume all Liabilities relating to a particular Purchaser Assumed Benefit Plan, then Purchased Assets shall, with respect to such Purchaser Assumed Benefit Plan, include only the portion of the assets, if any, relating to such Liabilities assumed by Purchaser or one of its Affiliates, as provided for in Section 5.6; and (ii) (such joint ventures being referred certain assets, if any, related to collectively certain Business Benefit Plans as “Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”)provided for in Section 5.6; (n) all goodwill the assets set forth on Section 2.1(n) of the Business as a going concern; and (o) to the extent provided in Section 10.3, all of the rights Seller or its Subsidiaries may have under the trusts, or other assets held pursuant to, or set aside to fund the obligations of Seller or its Subsidiaries under any Assumed Benefit Plan, and any data and records (or copies thereof) required to administer the benefits of the Acquired Company Employees or the Business Employees under any Assumed Benefit Plan.Disclosure Letter;

Purchase and Sale of the Purchased Assets. On Subject to the terms and subject to the conditions hereof and subject to the approval of the Bankruptcy Court pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, and subject to the exclusions set forth in Sections 1.3 and 1.7herein, at the Closing, Seller shall sell, assign, transfer, convey and deliverdeliver to Buyer, and cause each of its respective Asset Selling Affiliates, to sell, assign, transfer, convey and deliver to Purchaser (or its Designated Affiliates), and Purchaser Buyer shall purchase, acquire and accept, or cause one or more of its Designated Affiliates to purchase, acquire and accept, purchase from Seller, or the applicable Asset Selling Affiliatefree and clear of all Encumbrances other than Permitted Encumbrances, all of the Seller's right, title and interest of Seller, or the applicable Asset Selling Affiliate, in, to and under all the following assets, propertiesproperties and rights of Seller, rightsto the extent that such assets, Contracts properties and claims rights exist as of Seller the Effective Time and exclusively relate to or are exclusively utilized in connection with the Asset Selling Affiliates, wherever located, whether tangible or intangible, real, personal or mixed Business (collectively, and excluding the Excluded Assets, the “"Purchased Assets”), that are Related to the Business and as such exist on the Closing Date, including, without limitation, the following, in each case free and clear of all Liens (except Transferred Liens"): (a) (i) all accounts or notes receivable of the Owned Real Property and (ii) the Real Property LeasesBusiness; (b) all machinery, equipment, furniture, vehicles, tools, tooling and other tangible personal property Related to the Business, including, without limitation, the items Contracts set forth on Schedule 1.2(bSection 2.01(b) of the Disclosure Schedules, all Contracts relating exclusively to the Business entered into by Seller after the date of this Agreement in compliance with Section 6.01 and the Intellectual Property Agreements set forth on Section 4.10(a) of the Disclosure Schedules (collectively, the “Purchased Equipment”"Assigned Contracts"); (c) all inventories and supplies of raw materials, works-in-process, finished goods, spare parts, supplies, storeroom contents and other inventoried items, in each case that are Related to the Business (the “Purchased Inventory”)Intellectual Property Assets; (d) all trade accounts furniture, fixtures, equipment, supplies and other receivables tangible personal property of the Business listed on Section 2.01(d) of the Disclosure Schedules (the "Tangible Personal Property"); (e) all Permits listed on Section 2.01(e) of the Disclosure Schedules; (f) all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees set forth on Section 2.01(f) of the Disclosure Schedules; (g) all of Seller's rights to payment arising out causes of action, lawsuits, judgments, claims and demands of any nature and all counterclaims, rights of setoff, rights of indemnification and affirmative defenses to any claims that may be brought against Buyer by third parties to the extent related to any of the sale Purchased Assets or other disposition operation of goods or services and the full benefit of all security for such accounts, receivables and rights to payment, in each case that are Related to the Business; (eh) subject to Sections 1.7 and 6.2originals, all rights and incidents in, to and under those Contracts or where not available or contained within records or electronic systems of the Debtor Sellers listed on Schedule 1.2(e) (collectively, the “Debtor Contracts” and each, individually, a “Debtor Contract”); (f) subject to Section 6.2, all rights and incidents in, to and under all Contracts of the Non-Debtor Sellers Related to Seller also used for businesses other than the Business, including without limitation those Contracts listed on Schedule 1.2(f) (collectivelycopies, the “Non-Debtor Contracts” and each, individually, a “Non-Debtor Contract”); (g) Intellectual Property (other than Excluded Intellectual Property) owned or licensed by Seller or any of its Asset Selling Affiliates, in each case that is Related to the Business, including, without limitation, the Trademarks, Patents and Software identified on Schedule 1.2(g) (the “Purchased Intellectual Property”); (h) subject to Section 10.7, all books and records, including books of account, ledgers and general, financial and accounting records, signature cards, orders and contracts between Seller and depositors, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records, strategic plans, internal financial statements and marketing and promotional surveys, material and research, that exclusively relate to the Business or the Purchased Assets, other than Tax Returns books and related work papers and items records set forth in Section 1.3(i2.02(d) ("Books and Records"), files, papers, disks, manuals, keys, reports, plans, catalogs, sales and promotional materials, and all other printed and written materials, in each case that are Related to the Business; (i) all investment securities, loans receivable and cash specifically identified on Section 2.01(j) of the Permits issued by any Governmental Body and all pending applications therefor or renewals thereof (in each case that are Related to the Business and to the extent transferable to Purchaser or a Designated Affiliate of Purchaser)Disclosure Schedules; (j) all deferred and prepaid charges and expenses that are Related to any other assets of Seller set forth on Section 2.01(j) of the Business;Disclosure Schedules; and (k) all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by suppliers, manufacturers, contractors and other third parties goodwill associated with respect to any of the other Purchased Assets (other than any of assets described in the foregoing that exclusively relate to any Excluded Asset or Excluded Liability); (l) all claims, causes of action, choses in action, rights of recovery, rights of set off, and rights of recoupment, in each case that are Related to the Business, other than the Bankruptcy Avoidance Actions; (m) all equity interests in the joint ventures identified on Schedule 1.2(m) (such joint ventures being referred to collectively as “Transferred JVs” and such equity interests being referred to as the “Transferred JV Interests”); (n) all goodwill of the Business as a going concern; and (o) to the extent provided in Section 10.3, all of the rights Seller or its Subsidiaries may have under the trusts, or other assets held pursuant to, or set aside to fund the obligations of Seller or its Subsidiaries under any Assumed Benefit Plan, and any data and records (or copies thereof) required to administer the benefits of the Acquired Company Employees or the Business Employees under any Assumed Benefit Planclauses.