Common use of Purchased Assets Clause in Contracts

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

Purchased Assets. Upon At the Closing, on the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closingthis Agreement, Seller will shall sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer will shall purchase and accept acquire from Seller, free and clear of all Encumbrances (other than the Permitted Encumbrances), all of Seller's right, title and interest in and to all of Seller inthe assets specifically described in this Section 2.1 and any other assets used primarily in or held for use primarily in the Business, to and under other than the following properties Excluded Assets (collectively, the “"Purchased Assets”):") including without limitation: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land All FF&E and all easements design tools, order management and rights appurtenant theretoother management tools, including: (i) all easementsmanufacturing tools and test equipment, privileges and rights belonging including laboratory testing equipment, owned by Seller, whether located at Seller's facilities or in any way appurtenant to the Land; and (ii) any and all air rightsfacilities of a third party, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”set forth on Schedule 2.1(a), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with All of the Owned Real Property Inventory as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the SellerClosing Date, whether located on at Seller's facilities or the Owned Real Property or with suppliers or others as facilities of the date of this Agreement (collectively, the “Personal Property”)a third party; (c) Subject to Sections 2.2 and 5.13, all Contracts, listed on Schedule 2.1(c), and any Contracts entered into between the Home Sale Contracts as of date hereof and the Closing Date that are identified in a supplement to Schedule 2.1(c) delivered to Buyer at least five (5) days before Closing; provided Buyer shall have the “Assigned Home Sale right on or prior to the Closing Date, by written notice to Seller, to decline to accept an assignment and assumption of any Contracts included on such supplemental Schedule 2.1(c), and all rights and claims against others under such Contracts”); (d) All patents, and all xxxxxxx money deposits trademarks and other forms of security service marks (whether registered or not held in escrowunregistered) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)and all Proprietary Information and Intellectual Property set forth on Schedule 2.1(d) hereto; (e) all customer Accounts Receivable and vendor lists, notes receivable and business and financial records, books, and documents (including any books and records or documents relating unbilled rights to Taxes imposed on the Purchased Assets), to the extent any payment in favor of the foregoing are related to or used Seller with respect to the Owned Real PropertyBusiness, Personal Property as of the Closing Date, whether current or noncurrent, but excluding the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertyExcluded Medicare Receivables; (f) all rights, obligations, and duties of All Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) Advance Payments as of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Closing Date; (g) all Permits in All Seller Customer Deposits as of the name Closing Date; (h) All Books and Records of Seller and to the extent they are related to the Owned Real Property Business; (i) All Permits of Seller set forth on Schedule 2.1(i), but only to the “Assigned Permits”extent that their transfer is permitted by applicable Law; (j) All guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the Business or any of the Purchased Assets, including rights in respect of unemployment accounts and rights to recovery under insurance policies to the extent the casualty occurred prior to the Closing; (k) All claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind relating to the Purchased Assets or Assumed Liabilities, against any person, including without limitation any liens, security interests, pledges or other rights to payment or to enforce payment in connection with products delivered by Seller on or prior to the Closing Date, except with respect to the Excluded Medicare Receivables; (l) All telephone and facsimile numbers and post office boxes, lockboxes, internet domain names or URLs, used by Seller in connection with the Business listed on Schedule 2.1(l); (m) All content primarily related to the Business with respect to internet websites of Seller, including such content in its electronic form; and (hn) All other intangible personal property of Seller primarily related to the Business and all goodwill of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Business.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the ClosingClosing and effective as of the time set forth in Section 2.6(a), Seller will sell, transfer, assign, convey and deliver shall Transfer to Buyer, and Buyer will shall purchase and accept acquire from Seller, all of Seller's right, title and interest in and to all of Seller's property and assets, real, personal or mixed, tangible or intangible, of every kind and description, wherever located, owned by Seller inand relating primarily to the Business, to and under any and all goodwill associated therewith, including the following properties assets, but excluding the Excluded Assets (such assets, excluding the Excluded Assets, the "Purchased Assets"): (i) the Cheswick Facility; (ii) the Mount Pleasant Lease; (iii) the Fixed Assets; (iv) the Inventory; (v) the Equipment; (vi) the Motor Vehicles; (vii) all contracts, purchase orders, leases of personal property, commitments, bids, orders, proposals, instruments and other agreements entered into in the Ordinary Course of Business on behalf of the Division and relating primarily to the Business and existing on the Closing Date and the rights to the Specified Contracts as provided in the Assignment of Specified Contracts (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”"Assumed Contracts"), but expressly excluding the Removed Real Property; (bviii) all tangible personal property trade secrets, know-how, industrial designs, formulas, processes and other confidential and proprietary information owned by Seller and used primarily in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement Business (collectively, "Trade Secrets"), the “Personal other Intellectual Property listed in Annex 5, and the goodwill associated therewith (the "Purchased Intellectual Property”"); (cix) copies of all books, records, ledgers, files, data, documents and correspondence relating to the Home Sale Contracts as of Business, including customer, supplier or other lists, telephone, telecopy and email addresses and listings, manufacturing and engineering drawings and specifications, patterns, jigs, program maps, sales information, environmental records and files, business and marketing plans, studies and proposals, service, maintenance and warranty records, equipment logs, operating guides and procedure manuals, computer records, personnel records and files, promotional materials, financial and accounting records and other technical and business records owned by Seller and relating primarily to the Business and existing on the Closing Date Date; provided, however, that Seller shall be entitled to retain copies of any such materials that are necessary in its reasonable judgment for its Tax, accounting, personnel or legal purposes (the “Assigned Home Sale Contracts”including Securities and Exchange Commission reporting); (dx) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts extent assignable or transferable, all Permits (“Home Sale Contract Deposits”)including applications for issuance or renewal thereof and application materials in process) that are used exclusively in the operation of the Business; (exi) any accounts, notes and other receivables carried on Seller's books relating exclusively to the Business and the full benefit of all customer security therefor and vendor listsany claim, remedy or other right of Seller related thereto; (xii) any rights of Seller relating to any prepaid expenses, deposits or claims for refund or right of offset against any Person, other than refunds and deposits relating to Taxes; (xiii) any rights to insurance proceeds and defense costs actually received by Seller after the Closing under Seller's insurance policies for an act, omission or other occurrence committed or omitted, or alleged to have been committed or omitted, prior to the Closing relating to the Business, except to the extent that (A) the claim arising therefrom is an Excluded Liability hereunder or (B) the claim arising therefrom relates to an asset which would otherwise be included in the definition of Purchased Assets and which is replaced with a substitute asset of comparable value and function on or prior to the Closing Date; and (xiv) the rights of Seller under, and business any funds and financial recordsproperty held in trust or any other funding vehicle pursuant to, booksor any insurance contract providing funding for, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets)Employee Plan, to the extent any of the foregoing are related provided pursuant to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to AssociationsARTICLE VI.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement Agreement, on the Closing Date and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, each Seller will shall sell, assign, transfer, assign, convey and deliver to BuyerPurchaser, and Buyer will purchase Purchaser shall purchase, acquire and accept from Sellerthe Sellers, all of the Sellers’ right, title and interest of Seller in, in and to and under the following properties assets, properties, privileges and interests as of the Closing, wherever located, but excluding the Excluded Assets (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with Any and all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached Contracts primarily relating to the Land and all easements and rights appurtenant thereto, including: Business (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real PropertyAssigned Contracts”), but expressly excluding including the Removed Real Propertypurchase orders set forth on Schedule 2.4(a)(i) and the Contracts set forth on Schedule 2.4(a)(ii); provided, that in no event shall any Contracts set forth on Schedule 2.4(a)(iii) be an Assigned Contract or Purchased Asset hereunder; (b) The Software exclusively related to the Product or the DLC Equipment (the “Purchased Software”); (c) The Patents listed in Schedule 2.4(c) (the “Purchased Patents”); (d) Any and all Copyrights exclusively relating to the Product or the DLC Equipment (the “Purchased Copyrights”); (e) Any and all Trade Secrets in Know-How primarily relating to the Product or included in the DLC IP, including those embodied in the Purchased Documentation and the other documentation set forth on Schedule 2.4(e) (the “Purchased Know-How”); (f) Any and all Intellectual Property rights in the Purchased Software to the extent not otherwise included in the Purchased Patents, Purchased Copyrights or Purchased Know-How (“Purchased Software IP,” together with the Purchased Patents, the Purchased Know-How, the Purchased Copyrights and the DLC IP, collectively, the “Purchased IP”); (g) Any and all tangible assets (including tools, machinery, equipment, fixtures, installations, tools, spare parts, supplies, materials, and other personal property owned property) that primarily relate to the Business, all of which such material assets are set forth on Schedule 2.4(g), and the DLC Equipment (the “Purchased Tangible Assets”). (h) Any and all information, documentation, data and materials (whether in electronic form or otherwise) primarily relating to the Product or exclusively relating to the DLC Equipment or the DLC IP, in each case, that is owned, possessed or controlled by Seller and used in connection with the Owned Real Property Sellers as of the date of this AgreementClosing, including, specifically, without limitationas applicable, all equipmentpersonnel and employment records of the Transferred Business Employees, furnituretechnical information, tools manufacturing processes and supplies procedures, parts and assemblies, drawings, specifications, inspection documents, design history files, engineering documents, prototypes, research and development files, quality system documentation, procedures and test methods, design development verification and validation protocols and reports relating thereto, invention disclosures, file histories, technical data, performance testing documentation, pricing and cost information, and supplier lists and information, clinical data, regulatory correspondence and records (including any files, correspondence and filings related to or with the FDA or other Regulatory Authorities), and other documentation, data and materials, in each case solely to the extent the foregoing are related primarily to the Product or exclusively relating to the DLC Equipment or the DLC IP (collectively, the “Purchased Documentation”); (i) Any and all construction raw materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant inventories that primarily relate to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor listsBusiness, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and which are set forth in all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed material respects on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing2.4(i) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsInventory”); (gj) Any and all Permits in the name of Seller and related prepaid expenses that primarily relate to the Owned Real Property Business, and deposits made, received, kept or held for the benefit of the Business, including those arising out of the Assigned Contracts; (k) Any and all transferable Business Permits, including the “Assigned Permits”Business Permits set forth on Schedule 2.4(k); (l) Any and all DLC IP; and (hm) all of Seller’s All assets, rights as declarant and properties set forth or similar capacity under CC&Rs with respect described in Schedule 2.4(m) and any other assets, rights and properties (other than Intellectual Property) that relate primarily to Associationsthe Business which are not covered by the foregoing clauses (a) through (l).

Purchased Assets. Upon Seller hereby sells to Buyer, free of all liens, encumbrances, claims and other restrictions of any kind other than the terms Permitted Encumbrances as defined in Section 4.6 hereof, and Buyer hereby purchases, all of Seller's right, title, and interest in and to all of the properties, assets, and rights owned, used, acquired for use, or arising or existing in connection with the Business, whether tangible or intangible, and whether or not recorded on Seller's books and records, as the same exist at the Closing (as defined below), except for and excluding the Retained Assets provided for in Section 1.2 below ("Purchased Assets"). The Purchased Assets shall include, without limitation, except to the extent same constitute a part of the Retained Assets as set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively1.2 below, the “Purchased Assets”):following: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all The assets of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertySeller set forth on SCHEDULE 1.1; (b) all tangible personal property owned by Seller All of Seller's books and used in connection with records, books of account, files, invoices, accounting records, correspondence, advertising materials, customer lists, supplier lists, catalogs, manuals and other records pertaining to the Owned Real Property as future conduct of the date of this AgreementBusiness, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and to any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date other Purchased Assets or to any of this Agreement the Assumed Liabilities (collectively, the “Personal Property”"Records"); (c) All software and software licenses, know-how, trade secrets, patents, trademarks, trade names, copyrights (including applications for the Home Sale Contracts as of foregoing), and all goodwill relating to the Closing Date Seller (the “Assigned Home Sale Contracts”"Intellectual Property"); (d) all xxxxxxx money deposits All permits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant governmental authorizations pertaining to the Assigned Home Sale Contracts Business, to the extent such authorizations may legally be assigned (“Home Sale Contract Deposits”"Government Licenses"); (e) all customer All machinery, equipment, supplies, accessories, furniture, furnishings, office equipment and vendor listssupplies, fixtures, leasehold improvements and business and financial records, books, and documents (including any books and records other tangible personal property used or documents relating to Taxes imposed on held for use in the Purchased Assets), to the extent any conduct of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertyBusiness ("Equipment"); (f) all rightsAll computer training kits and manuals, obligations, course materials and duties other properties of Seller arising out of Contracts relating to the construction of Housing Units a similar type used or held for use in the Ordinary Course or otherwise listed on Section 1.1(f) conduct of training courses for customers of the Disclosure Schedule Business (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"Inventory"); (g) all Permits in All accounts and notes receivable, and other rights to receive payment, from customers, employees or others arising from the name conduct of Seller the Business ("Receivables"); (h) All prepayments, deposits, claims for refund and related prepaid expenses relating to the Owned Real Property Business or any Transferred Asset or the Assumed Liabilities ("Prepaid Items"); (i) All claims, choses in action and other rights against third persons arising out of or relating to the “Assigned Permits”Business or to any Transferred Asset or the Assumed Liabilities, and all goodwill of the Business ("Other Intangibles"); and (hj) All rights of Seller arising in connection with any of the agreements and contracts listed on SCHEDULE 4.15 hereto ("Material Contracts"), and all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe following contracts and agreements ("Ordinary Course of Business Contracts"): telephone listings, utility agreements, routine maintenance contracts, office equipment rental agreements, outstanding purchase orders for goods and services acquired in the ordinary course of the Business, and club membership agreements entered into the ordinary course of the Business (the Material Contracts and Ordinary Course of Business Contracts being together herein called the "Assigned Contracts").

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement Agreement, and subject on the basis of the representations, warranties and indemnities contained or referred to the conditions hereof and the provisions of Section 1.6herein, at the Closing, Seller will shall, and shall cause each Seller Entity (as defined below) to, sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer will shall purchase and accept from Seller, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts, charges, hypothecations, or monetary encumbrances whatsoever or adverse claims, title defects or restrictions (each, a “Lien”) (other than Permitted Liens and Permitted Exceptions as such terms are hereinafter defined), all right, title and interest of Seller inor any Seller Entity in and to all the assets, properties and rights to the extent relating to, currently being used, or held for use in the Businesses or necessary for the operation of the Businesses, excepting only the Excluded Assets (as defined in Section 2.2), wherever located, and under whether or not reflected on the following properties books of Seller or any Seller Entity (collectively, the “Purchased Assets”):), including, but not limited to, all of Seller’s or any Seller Entity’s right, title and interest in and to the following: (a) subject to Section 1.5, the Landall real tangible and intangible property, together with all structureseasements, buildings, improvements, machinery, fixtures, rights and equipment affixed or attached to the Land and all easements and rights privileges appurtenant thereto, including: (i) all easements, privileges and rights belonging or in leased by any way appurtenant to the Land; and (ii) Seller and/or any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all Seller Entity as of the foregoing being collectively referred to herein Closing Date, as listed and designated on Schedule 4.5(e) (the “Owned Leased Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used Permits (as defined in connection with Section 4.8), in each case to the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property extent transferable or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)assignable; (c) all records, files, books and operating data, whether in print, electronic or other media, to the Home Sale Contracts as extent relating to the Businesses or any of the Closing Date Purchased Assets, including without limitation Confidential Information (the “Assigned Home Sale Contracts”as defined in Section 6.8 hereof), equipment maintenance records, correspondence, financial, sales, market and credit information and reports, drawings, patterns, slogans, market research and other research materials and contract documents; (d) all xxxxxxx money prepaid expenses and deposits of the Businesses; (i) all goodwill to the extent incident to or associated with the Businesses as a going concern, all customer, supplier and distributor lists and all other information and data to the extent relating to the customers or suppliers of the Businesses; (ii) all promotional displays and materials, price lists, bid and quote information, literature, catalogs, brochures, advertising material and the like, in each case to the extent relating to the Businesses; (iii) all product and packaging development; (iv) all computer programs and other forms of security (whether or not held software, engineering, drawings, plans and product specifications, in escrow) held or controlled by or for Seller pursuant each case to the Assigned Home Sale Contracts extent used in the Businesses; and (v) any licenses, license agreements and applications related to any of the foregoing in clause (i), (ii), (iii) or (iv) (collectively the “Home Sale Contract DepositsIntangible Assets”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rightsthe U.S. and International trade names, obligations, service marks and duties of Seller arising out of Contracts relating to the construction of Housing Units service names and applications and registrations therefore used in the Ordinary Course or otherwise Businesses and listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and2(1)(f), together with the Assigned Home Sale Contracts, goodwill associated therewith (the “Assigned ContractsTransferred Trademarks”); (g) all Permits in the name of Seller and insurance policies related solely to the Owned Real Property (Businesses, to the “Assigned Permits”); and (h) all of Seller’s rights as declarant extent that such insurance policies are assignable by Seller or similar capacity under CC&Rs with respect any Seller Entity to Associations.Buyer, and independently thereof, the right to receive any insurance proceeds relating to the Businesses;

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof of this Agreement, NanoString shall, and the provisions of Section 1.6shall cause its Subsidiaries to, at the Closing, Seller will sell, assign, transfer, assign, convey and deliver to BuyerVeracyte (or a Subsidiary or Subsidiaries of Veracyte identified to NanoString in writing), and Buyer will Veracyte shall (or shall cause its applicable Subsidiaries to) purchase and accept acquire from Seller, NanoString and its Subsidiaries all of NanoString’s and/or its Subsidiaries’ right, title and interest of Seller in, to and under in the following properties (collectively, the “Purchased Assets”), free and clear of all Liens (other than Permitted Liens): (a) subject to Section 1.52.10, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; each Business License Contract set forth on Schedule 1.1(b)-2 hereto and (ii) any and all air rightsthose Contracts set forth on Schedule 2.4(a) (such Contracts, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real PropertyBusiness Contracts”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller the Transferred Registered Intellectual Property Rights, including the right to seek and used in connection with obtain damages for the Owned Real past, present or future infringement, misappropriation or other violation of any Transferred Registered Intellectual Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Rights; (c) the Home Sale Contracts as Transferred Technology, including the right to seek and obtain damages for the past, present or future infringement, misappropriation or other violation of the Closing Date (the “Assigned Home Sale Contracts”)any Transferred Technology; (d) all xxxxxxx money deposits and other forms of security the Permits set forth on Schedule 2.4(d) hereto (whether or not held in escrow) held or controlled by or for Seller pursuant to collectively, the Assigned Home Sale Contracts (“Home Sale Contract DepositsTransferred Permits”); (e) (i) any and all customer claims, causes of action, defenses and vendor listsrights of offset or counterclaims (in any manner arising or existing, and business and financial recordswhether xxxxxx or inchoate, booksknown or unknown, and documents (including contingent or non-contingent) at any books and records or documents relating to Taxes imposed on the Purchased Assets), time to the extent any of the foregoing arising out of, or are related to to, the Purchased Assets or used the Assumed Liabilities (for the sake of clarity, it being understood that any counterclaims with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plansRetained Liabilities are not Purchased Assets under this Section 2.4(e)(i)), and (ii) the right to retain all other plans proceeds and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertymonies therefrom; (f) all rightstrue and complete copies of the Business Books and Records, obligations, including the books and duties records set forth on Schedule 2.4(f); provided that NanoString shall be permitted to keep copies of Seller arising out of Contracts relating such Business Books and Records to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those extent related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Excluded Assets or Retained Business; (g) all Permits in goodwill associated with the name of Seller Purchased Assets; (h) any and all accounts receivable arising from and to the extent related to Business Products that are shipped after the Owned Real Property Closing; (i) all other assets or rights of any kind, other than Contracts that are owned by NanoString or any of its Subsidiaries, that solely relate to the “Assigned Permits”)Business Products; and (hj) any and all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsassets set forth on Schedule 2.4(j) hereto.

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof set forth in this Agreement, Buyer shall purchase from Seller, and the provisions of Section 1.6, at the Closing, Seller will shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer will purchase and accept from Selleras of the Closing Date, all rightof Seller’s rights in all assets, title properties, rights, titles and interest interests of Seller inevery kind and nature, to used in or a part of Seller’s Table Games Business, whether tangible or intangible, real or personal and under the following properties wherever located and by whomever possessed, set forth below in subsection (i) through (xv) (collectively, the “Purchased Assets”):), free and clear of all Liens as follows: (ai) subject to Section 1.5all Inventory used in or a part of Seller’s Table Games Business, in each case as set forth in the LandInventory Schedule; (ii) the Purchased Table Games Intellectual Property, as listed in the Table Games Intellectual Property Schedule, used in or a part of Seller’s Table Games Business, together with all structuresincome, buildingsroyalties, improvementsdamages and payments due or payable as of the Closing Date or thereafter (including, machinerywithout limitation, fixturesdamages and payments for past or future infringements or misappropriations thereof), the right to xxx and equipment affixed recover for past infringements or attached to the Land and all easements and rights appurtenant theretomisappropriations thereof, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rightscorresponding rights that, subsurface rightsnow or hereafter, development rights, may be secured throughout the world and water rights appurtenant to the Land (all copies and tangible embodiments of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real any such Purchased Table Games Intellectual Property; (biii) all tangible personal property owned by Seller and Rights used in connection with or a part of Seller’s Table Games Business; (iv) all Equipment or other fixed assets (collectively “Fixed Assets”) used in or a part of Seller’s Table Games Business, as set forth on the Owned Real Property Equipment and Fixed Assets Schedule; (v) each Purchased Table Game and the physical embodiment of such Purchased Table Game, including all contract, tangible and intangible Rights relating thereto, and any Reversionary Rights, in all cases, other than any System; (vi) those Purchased Table Games leased or licensed and installed (the “Existing Installed Base”), as of the date Closing Date, in a Legal Gaming Venue, the majority of this Agreementwhich are listed on the Existing Installed Base Schedule, includingwhich includes all of Seller’s Table Games installed in the State of Washington which existed as of September 1, specifically2007; and all revenues derived or due therefrom, without limitationas of and after the Closing Date; (vii) the right to receive and retain mail, and other communications to the extent relating to Seller’s Table Games Business (other than those that are Excluded Assets or Excluded Liabilities); (viii) the right to xxxx and receive payment for products shipped or delivered and/or services performed in the operation of Seller’s Table Games Business but unbilled or unpaid, as of the Effective Date; (ix) the right to xxxx and receive payment for any Existing Installed Base, as of the Effective Date; (x) all equipmentlists, furniturerecords and other information pertaining to accounts, tools and supplies referral sources; all lists, invoices, records and other information pertaining to suppliers and customers; Seller’s Table Games Intellectual Property files, attorney correspondence, and prosecution file histories, provided, however, for same that are related to the Licensed Patents, Seller may retain originals and provide Buyer with copies; all drawings, reports, studies, plans, books, ledgers, files and business and accounting records of every kind (including all construction financial, business, sales and marketing plans and information related to Seller’s Table Games Business); all illustrator files for training manuals, game manuals, how to play cards, math files, felt designs, pay table signs, product sheets, any marketing materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property items depicted in illustrator files; in each case that relate to Seller’s Table Games Business and regardless of whether such items are evidenced in writing, electronic data, computer software or otherwise; (xi) all advertising, marketing and promotional materials, all archival materials and all other printed or written materials to the extent relating to Seller’s Table Games Business; (xii) all Gaming Product Approvals applicable solely to the Purchased Table Games (and not the Excluded Assets). (the items in Sections 2.1(a)(ix), 2.1(a)(xi), and 2.1(a)(xii) are collectively referred to as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal PropertyTable Games Books and Records”); (cxiii) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)Aquarius and Game Manager and all prior, current and future versions and enhancements thereof; (dxiv) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant subject to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased AssetsSection 2.2(a), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned all Assumed Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (hxv) all of Seller’s rights Pending Orders, as declarant or similar capacity under CC&Rs with respect to Associationsdefined in Section 4.10(j).

Purchased Assets. Upon the terms set forth in this Agreement and subject (a) Sellers hereby agree to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, transfer and convey and deliver to BuyerBuyers, and Buyer will Buyers hereby agrees to purchase and accept from SellerSellers, all rightof the assets of Sellers used in the Business (the "Purchased Assets"), title and interest of Seller inincluding without limitation, to and under the following properties assets and properties: (collectivelyi) All Assumed Leases (as defined below), security deposits, any pre-paid rent, furniture, fixtures, machinery, equipment, leasehold improvements, computers, software (excluding data not relating to the “Business, which Sellers shall remove from computers included among the Purchased Assets”):Assets prior to Closing), vehicles, medical equipment, prepaid expenses, and other tangible personal property used in the Business, including those assets specifically described on Schedule 1.1 (a) subject to Section 1.5, the Landas being Purchased Assets, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached manufacturers' warranties pertaining to the Land and all easements and rights appurtenant theretosame, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; extent that such warranties may exist and be assignable; (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant All of Sellers' goodwill relating to the Land (Business; all customer and patient lists and files, referrer lists, provider lists, records and similar sales and marketing information in Sellers' possession relating to the Business; member service agreements relating to the Business; medical records of the foregoing being collectively referred patients serviced by the Business and in Sellers' possession; personnel records relating to herein as those employees hired by Buyer; and Sellers' right and interest in the “Owned Real Property”)trade names (including "Quality of Life", but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller "Quality of Life Home Health" and "Quality of Life Homecare" and variations thereof used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased AssetsBusiness), to the extent any of the foregoing are related to or used with respect to the Owned Real Propertytrademarks, Personal Property or the Assigned Contractstrade secrets, including all of Seller’s rights to architectural and engineering planslicenses, subject to applicable fees for the reuseknow-how, signing and sealing of such plansspecifications, water and sewer, electrical and building plansliterature, and all other plans and specifications, drawings and other similar documents, in each case relating intangible property which relate specifically to the Owned Real PropertyBusiness, and all other intangible assets related to the Business, whether located at the Business, or any other location; (fiii) All transferable Licenses, permits, licenses, certificates, authorizations, accreditations, orders, ratings and approvals of all rightsfederal, obligationsstate, or local governmental or regulatory authorities which relate to the Business and which are held by Sellers, but only to the extent the same are transferable, including without limitation, any provider agreements relating to Sellers’ right to participate in the Medicare and Medicaid Programs, and duties all rights of Seller arising out of Contracts relating Sellers to reimbursement or other payments from Centers for Medicare & Medicaid Services ("CMS") for the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold period prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Closing Date; (giv) Any and all Permits rights of Sellers which by their terms are transferable and which arise under or pursuant to warranties, representations and guarantees made by suppliers in connection with the name of Seller Purchased Assets; (v) All raw materials, supplies, packaging materials, purchased products, finished goods and related to the Owned Real Property (the “Assigned Permits”)all other goods, merchandise and materials owned by Sellers; and (hvi) all All accounts receivable and unbilled work in process (collectively, “Accounts Receivable”). (b) Sellers shall retain, and Excluded Assets shall be excluded from the scope of, the Purchased Assets. "Excluded Assets" shall mean cash and cash-like items, the current mobile phone number of Seller’s rights Seller Affiliates and other senior management of Sellers and those additional assets identified as declarant or similar capacity under CC&Rs with respect to AssociationsExcluded Assets on Schedule 1.1(b).

Purchased Assets. Upon the terms set forth Except as otherwise specifically provided in this Agreement and Section 1.2 hereof, subject to the terms and conditions hereof and the provisions of Section 1.6, at the Closinghereof, Seller will agrees to sell, transfer, assign, convey transfer and deliver to Buyerdeliver, and Buyer will Parent agrees to cause any Affiliate to sell, assign, transfer and deliver, to Purchaser, and Purchaser agrees to purchase and accept from SellerSeller or any such Affiliate, as applicable, at and as of the Closing Date (as hereinafter defined), all of Seller's or such Affiliate's right, title and interest in and to the Business as a going concern and all of Seller in, to and under the following properties properties, assets and rights, relating exclusively to the Business and existing as of the Closing Date (collectively, the “"Purchased Assets”"): (a) subject all customer lists, customer files and route books relating to Section 1.5, customers of the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached Business (the accounts of such customers as related solely to the Land and all easements and rights appurtenant theretoBusiness, including: (i) all easements, privileges and rights belonging or in any way appurtenant addition to the Land; and customer accounts representing the Jacksonville Volume (ii) any and all air rightsas defined below), subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively are referred to herein hereinafter as the “Owned Real Property”"Covered Accounts"), but expressly excluding the Removed Real Property; (b) all Owned Real Property (as defined below) described on Schedule 1.1(b), which Schedule shall be revised on or prior to the Closing Date to reflect the legal descriptions of each parcel of Owned Real Property set forth on the respective Title Commitment (as defined below) relating thereto; (c) all linens, garments, mats, mops, towels and other rental items, along with laundry bags and tie covers which are in used condition and located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; (iii) on any vehicle listed on Schedule 1.1(h) hereof or that are leased by Seller or an Affiliate pursuant to that certain Lease by and between Xxxxxxx Leasing Corp. and Parent, dated December 13, 1982 (collectively, the "Leased Vehicles"); or (iv) on the premises of a third party processor of such items (a "Processor's Premises") (collectively, the "In-Service Inventory"); (d) subject to the inventory guidelines set forth in Section 3.4 hereof, all new, never processed linens, garments, mats, mops, towels and other rental items, laundry bags and tie covers, and all new, unopened paper products located at an Acquired Facility (collectively, the "New Inventory"). Together, the New Inventory and the In-Service Inventory are referred to herein as the "Inventory;" (e) all CRT cabinets, mop handles and frames, paper towel cabinets, bag racks, air freshener dispensers and soap and tissue dispensers located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; or (iii) on any vehicle listed on Schedule 1.1(h) hereof or on any Leased Vehicle (collectively, the "Restroom Service Products"); (f) all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible personal property owned by Seller and which are located at either (i) an Acquired Facility; (ii) any customer location associated with a Covered Account; (iii) on any vehicle listed on Schedule 1.1(h) hereof or on any Leased Vehicle; (iv) on a Processor's Premises; or (v) in any third party repair shop; (g) all rolling stock (exclusive of vehicles) used in connection with the Owned Real Property as of the date of this Agreementor held for use, including, specifically, without limitation, all equipmentdelivery carts, furniture, tools hampers and supplies buggies located at either (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialsi) and an Acquired Facility; (ii) any other personal property as is owned by the Seller, whether located customer location associated with a Covered Account; (iii) on the Owned Real Property any vehicle listed on Schedule 1.1(h) hereof or with suppliers on any Leased Vehicle; or others as of the date of this Agreement (collectively, the “Personal Property”)iv) on a Processor's Premises; (ch) all vehicles listed in Schedule 1.1(h) hereto; (i) all rights under all contracts and agreements, oral or written, used by Seller or any Affiliate in the Home Sale Contracts conduct of the Business which are in effect as of the Closing Date (all of such contracts and agreements being hereinafter referred to collectively as the “Assigned Home Sale "Contracts”"), including, without limitation, (i) subject to the provisions of Section 1.5 hereof, all customer contracts pertinent to the Covered Accounts; (ii) all purchase orders, nonproprietary software license agreements listed on Schedule 1.1(i)(ii), and other license agreements, service agreements and maintenance agreements; (iii) all lease agreements listed on Schedule 1.1(i)(iii) under which Seller is lessor of portions of the Owned Real Property; (iv) all Real Property Leases (as defined below) listed on Schedule 1.1(i)(iv); (v) all lease and sublease agreements for tangible personal property located at the Acquired Facilities, including without limitation, the Personal Property Leases (as defined below) listed on Schedule 1.1(i)(v); and (vi) the Collective Bargaining Agreements (as defined below) listed on Schedule 1.1(i)(vi); (dj) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts extent transferable, all permits, authorizations and licenses used by Seller or an Affiliate in the conduct of the Business (“Home Sale Contract Deposits”collectively, the "Transferable Permits"); (ek) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case accounts receivable relating to the Owned Real Property; (f) all rights, obligations, Covered Accounts and duties of Seller arising out of Contracts other receivables relating exclusively to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) Business which are outstanding as of the Disclosure Schedule (other than those related Closing Date, without regard to Housing Units that whether or not such accounts receivable have been sold prior to the Closingfully reserved for as uncollected accounts receivable or written off as uncollectible accounts, but exclusive of any Hold Tickets (as defined below) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"Accounts Receivable"); (gl) all Permits prepaid items that are listed in Schedule 1.1(l) to the extent Purchaser is able to use such prepaid items in the name ordinary course of Seller and related to the Owned Real Property Business following consummation of the transactions contemplated by this Agreement (the “Assigned Permits”"Prepaid Items"); (m) the intellectual property listed on Schedule 1.1(m) (the "Intellectual Property"), and any federal and state registrations or applications for registration relating thereto; and (hn) all of Seller’s 's rights as declarant or similar capacity under CC&Rs with respect all manufacturing warranties from third parties relating solely to Associationsthe Purchased Assets.

Purchased Assets. Upon the terms set forth in this Agreement and subject Seller agrees to the conditions hereof and the provisions of Section 1.6sell and, at the Closing, Seller will sell, transfer, assign, convey transfer and deliver to BuyerUSI all of the following assets owned by Seller and related to the Business (the “Purchased Assets”), which assets constitute the System; including but not limited to, the following: (a) All names, trade names, trademarks, service marks, and Buyer will purchase commercial symbols used by Seller in the operation of the Business and accept from the System (the “Marks”), which are set forth on the Schedule of Marks, attached to this Agreement as Exhibit A and incorporated herein by this reference. (b) The current “trade dress,” including the store layout, of the Existing Outlet (collectively, the “Trade Dress”). (c) All internet domain names associated with the Business and the System (the “Domain Names”), which are set forth on the Schedule of Domain Names, attached to this Agreement as Exhibit B and incorporated herein by this reference. (d) All works subject to copyright used in, or related to, the Business and the System; including, but not limited to, the content on any website owned by Seller that is subject to a copyright of Seller, all . (e) All right, title and interest of Seller inin or under all contracts, agreements, instruments, certificates, permits and licenses that relate to the Business and under that are being assigned to USI, as set forth on the following properties Schedule of Con­tracts attached to this Agreement as Exhibit C and incorporated herein by this reference (collectively, collectively the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”);. (df) All goodwill in the Business and the System, all xxxxxxx money deposits and other forms methods of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any operation of the foregoing are related to or used with respect to Business and the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plansSystem, and all other plans intangible property and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties intangible property rights of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course whatever kind or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and nature related to the Owned Real Property (Business and the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to AssociationsSystem.

Purchased Assets. Upon Pursuant to the terms set forth in this Agreement and subject to the conditions hereof and of this Agreement, on the provisions of Closing Date (as defined in Section 1.6, at the Closing1.4 below), Seller will sell, transfer, assign, convey convey, transfer and deliver to BuyerPurchaser, and Buyer Purchaser will purchase and accept acquire from Seller, all of Seller's right, title and interest of Seller in, to and under the following assets, properties and rights which are owned or leased by Seller (collectively, the “Purchased "Assets”"): (a) subject to Section 1.5i. All software source code, the Landweb sites, together with all structurescustomer databases, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction raw materials, work-in-processprogress, finished goodsgoods and inventory of Seller, goods in transitincluding, manufactured and purchased without limitation, all raw materials, work-in-process supplies and inventory located in Seller's warehouses, distribution centers, in transit or otherwise (the "Purchased Inventory"); ii. All accounts receivable (the "Purchased Receivables"); iii. All fixed assets, including, without limitation, machinery and equipment and other materials) attachments owned by Seller, spare parts, supplies, furniture and any fixtures, computer equipment and software and other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) iv. All rights of Seller under and in connection with the Home Sale Contracts as leases and subleases of the Closing Date (the “Assigned Home Sale Contracts”); (d) real property, together with Seller's interest in all xxxxxxx money deposits buildings, facilities, fixtures and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, improvements thereon and all other plans easements, rights-of-way, transferable licenses and specifications, drawings permits and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed appurtenances thereto which are set forth on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing1.1(a)(iv) (collectively, the “Other Contracts” and, together with the "Assigned Home Sale Contracts, the “Assigned Contracts”Leases"); v. All transferable rights of Seller under and in connection with the contracts, commitments, purchase orders, agreements and unexpired leases (gother than Assigned Leases), which are set forth on Schedule 1.1(a)(v) all Permits (collectively, the "Assigned Contracts"); vi. All rights to the trade secrets, processes and methods, whether or not patentable, owned by Sellers (the "Purchased Intellectual Property"); vii. All transferable federal, state or local or other governmental and other third party permits (including occupancy permits), certificates, licenses, consents, authorizations, approvals, registrations or franchises necessary or useful in the name operation by Seller of Seller and related to its business (collectively, the Owned Real Property (the “"Assigned Permits”"); and (h) all of Seller’s rights as declarant viii. All books and records maintained by Seller through the Closing Date, including, without limitation, product manuals, operating manuals, and records relating to customer and trade accounts and lists and similar operating data, whether in electronic, computer, paper or similar capacity under CC&Rs with respect other form, other than books and records which Seller is required by law to Associationsretain.

Purchased Assets. Upon Subject to the terms set forth and conditions in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the ClosingAgreement, Seller will sell, transfer, assign, convey and deliver agrees to sell to Buyer, and Buyer will agrees to purchase from Seller all of Seller’s rights, titles, interests in and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5All of the oil and gas leases described in Exhibit A hereto along with the Additional Properties described in Schedule 10 hereto, whether Seller’s interest is correctly or incorrectly described in Exhibit A or Schedule 10, respectively (each, a “Lease” and sometimes, collectively, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real PropertyLeases”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used The Hydrocarbon xxxxx described in connection Exhibit B hereto (“Xxxxx”) which are drilled or subject to a well proposal, whether pursuant to a joint operating agreement or otherwise, on the Leases or on pooled units which include the Leases (the Xxxxx together with the Owned Real Property Leases are hereinafter collectively referred to as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal PropertySubject Interests”); (c) To the Home Sale Contracts as extent transferable or assignable, all presently existing and valid operating agreements, oil, gas or mineral unitization, pooling, and/or communitization agreements, declarations and/or orders (including, without limitation, all units formed under orders, rules, regulations, or other official acts of the Closing Date (the “Assigned Home Sale Contracts”any federal, state, or other authority having jurisdiction, and voluntary unitization agreements, designations or declarations); (d) all xxxxxxx money deposits , production sales contracts, and other forms of security (whether or not held agreements and contracts described in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), Schedule 3.5 to the extent that they relate to any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the properties described in subsections (a) and (b) above (each an “Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other ContractsContract” and, together with the Assigned Home Sale Contractscollectively, the “Assigned Contracts”); (d) All surface or subsurface machinery, equipment, platforms, facilities, supplies or other property of whatsoever kind or nature, wherever located, which relate to or are useful or being held for use for the exploration, development, or maintenance of any of the Subject Interests and the production of Hydrocarbons from the Subject Interests, or the treatment, storage, gathering, transportation or marketing of the production of the Subject Interests or allocated to the Subject Interests (collectively, the “Equipment”); (e) All: (i) Hydrocarbons produced from or attributable to the Leases and Xxxxx with respect to all periods after the Effective Time; and (ii) proceeds from such Hydrocarbons; (f) To the extent owned or licensed by Seller and to the extent it can be licensed, sublicensed or transferred without payment of license or transfer fees, or to the extent Buyer agrees in its sole discretion to pay a Third Person for applicable license or transfer fees, a non-exclusive license in form and substance reasonably acceptable to Seller and Buyer (or sublicense (reasonably acceptable to the owner of the information, Seller and Buyer), as applicable) of all geophysical, seismic and related technical data relating to the lands covered by the Leases or pooled with those lands, together with any data (other than seismic data) relating to reserves or otherwise relating to the Subject Interests; (g) All books, files, abstracts, title opinions, title reports, land and lease files, surveys, filings, well logs, production reports and reports with Governmental Entities, Tax information and Tax Returns (excluding all Permits in the name income tax returns), maps, geological and geophysical data, and records of Seller and related to the Owned Real Property operation or ownership of the Purchased Assets, excluding seismic data, studies and information that Seller is prohibited from sharing, and for which no consent to assignment is obtained following Reasonable Best Efforts to obtain such consent (including allowing Buyer to pay any transfer fee or similar cost) (collectively, the “Assigned PermitsRecords”); (h) All rights, claims and causes of action to the extent attributable to ownership, use, maintenance or operation of the Purchased Assets after the Effective Time, including past, present or future claims, whether or not previously asserted by Seller; (i) All: (i) fees, proceeds, revenues, accounts, instruments and general intangibles and economic benefits attributable to the Purchased Assets with respect to any period of time after the Effective Time; (ii) Liens in favor of Seller, including Liens securing payment for production of Hydrocarbons produced from the Purchased Assets (but only to the extent such Liens relate to the period after the Effective Time), whether xxxxxx or inchoate, under any Law or under any of the Assigned Contracts, arising from the ownership, sale or other disposition after the Effective Time of any of the Purchased Assets; and (iii) any claim of indemnity, contribution or reimbursement relating to the Assumed Liabilities; (j) All intangible rights, inchoate rights, transferable rights under warranties made by prior owners, manufacturers, vendors and Third Persons, and rights accruing under applicable statutes of limitation or prescription, to the extent related or attributable to the Purchased Assets; (k) To the extent assignable by Seller, all licenses, permits, approvals, consents, franchises, certificates and other authorizations and other rights granted by Governmental Entities and all certificates of conveniences or necessity, immunities, privileges, grants and other rights that relate primarily to the ownership, use, maintenance or operation of the Purchased Assets; and (hl) all of Seller’s The water impoundments, water sources, disposal sites and water withdrawal rights as declarant or similar capacity under CC&Rs with respect to Associations.described in Exhibit F.

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof set forth in this Agreement, on the Closing Date, the Buyer shall purchase from the Seller and the provisions of Section 1.6, at the Closing, Seller will shall sell, transfer, assign, convey assign and deliver to the Buyer, pursuant to a Xxxx of Sale and Buyer will purchase Assignment (the "Xxxx of Sale") to be executed and accept from Sellerdelivered at closing in the form attached hereto as Exhibit A, all of the Seller's right, title and interest of Seller in, in and to and under the following properties assets of the Seller to the extent used primarily in the conduct of the Business, wherever located (collectively, the “"Purchased Assets”):") in each case free and clear of any and all Security Interests: (a) subject to Section 1.5all machinery, the Landcomputer equipment and other equipment, together with all structuresparts, buildings, improvements, machinery, fixturestools and accessories relating thereto, and equipment affixed or other tangible personal property, including but not limited to those specifically listed on Schedule 1.1 (a) attached to the Land and all easements and rights appurtenant thereto, including: hereto (i) all easements, privileges and rights belonging or in any way appurtenant to the Land"Equipment"); and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property;--------------- (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools inventory and supplies reflected on the Latest Balance Sheet (including all construction materialsto the extent not sold, work-in-processleased, finished goods, goods consigned or otherwise disposed of in transit, manufactured and purchased supplies the Ordinary Course of Business prior to Closing) and other materials) inventory and any other personal property as is owned by the Seller, whether located supplies acquired prior to Closing and reflected on the Owned Real Property or with suppliers or others as of the date of this Agreement Closing Balance Sheet (collectively, the “Personal Property”"Inventory"); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)subject to Section 5.13, all packaging materials and other supplies; (d) all xxxxxxx money deposits goodwill directly incident to or directly associated with the Business, and only the Business, as a going concern, all customer lists and all other forms of security (information and data relating to the customers or suppliers, and, whether or not held in escrow) held registered, all design and product patents, trademarks, tradenames and service marks (including, without limitation, the name "SureMed" and all combinations with the foregoing), together with all goodwill associated therewith, all copyrightable works and works of authorship, whether or controlled not registered, computer programs and software, (inclusive of all source code and related source code documentation), URLs and domain names, computer software documentation, trade secrets, and all processes, ideas, inventions and know how whether or not patentable, engineering drawings, plans and product specifications, promotional displays and materials, including all the Intellectual Property embodied by or for Seller pursuant otherwise related to any of the Assigned Home Sale Contracts foregoing, and any registrations, applications, continuations and continuations-in-part related to any of the foregoing (“Home Sale Contract Deposits”"Intangible Assets"); (e) all customer contracts, arrangements, purchase orders, commitments and vendor listsother agreements of the Seller ("Contracts") listed in Part 3.10 of the Seller Disclosure Schedule attached hereto and all Contracts which, and business and financial recordsby virtue of the provisions of Section 3.10, booksare not required to be disclosed in Part 3.10 of the Seller Disclosure Schedule (collectively, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets"Assigned Contracts"), to except the extent any of the foregoing are related to or used with respect to the Owned Real PropertyExcluded Leases (as defined in Section 1.2(c)), Personal Property or the Assigned Foreign Customer Contracts, including all the contract between Seller and Allegiance Healthcare Corporation dated as of Seller’s rights to architectural and engineering plansOctober 1, subject to applicable fees for 1996 (the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings "Allegiance Contract") and other similar documents, in each case relating to Contracts (the Owned Real Property;"Excluded Contracts") which are identified on Schedule 1.1(e) attached hereto; --------------- (f) all rightsbusiness and operating Permits (as defined in Section 3.15) and product registrations, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)extent assignable; (g) all Permits in data, books, files and records (provided that Seller may retain copies thereof), other than the name original records, files and other information kept for financial reporting purposes, copies of Seller which shall be provided to Buyer and considered Purchased Assets, or income tax purposes, and other than original records, files, invoices and other information related to the Owned Real Property product leases and the Foreign Customer Contracts, copies of which shall be provided to Buyer and considered Purchased Assets, (the “Assigned Permits”"Business Records"); and; (h) all deposits, refunds, prepaid rentals, leases and licenses, catalog, packaging, promotional, trade show, advertising and royalty expenditures and unbilled charges and credits, and other prepaid assets to the extent reflected on the Latest Balance Sheet (to the extent not exhausted or realized prior to Closing) and other prepaid assets generated prior to Closing as reflected on the Closing Balance Sheet; (i) all claims, warranties, choses of action, causes of action, rights of recovery and rights of set-off relating to the Purchased Assets or the Assumed Liabilities or relating primarily to the Business; (j) all rights to receive and retain mail and other communications relating to the Purchased Assets, the Assumed Liabilities and/or the Business; (k) Seller’s rights as declarant 's right, title and interest in and to all goods produced by the Business that are returned by a customer after the Closing; (l) all other properties and assets of every kind, character or similar capacity under CC&Rs with respect to Associationsdescription except Excluded Assets.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement Agreement, Buyer hereby agrees to purchase from Seller, and subject Seller hereby agrees to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey transfer and deliver assign to Buyer, free and Buyer will purchase clear of any and accept from Sellerall Liens and Encumbrances (as hereinafter defined), all of Seller's right, title and interest in and to assets that are related to, used in the operation of Seller in, to and under or have been generated by the following properties Purchased Restaurants (collectively, the “"Purchased Assets”): (a") subject to Section 1.5including, but not limited to, the Landfollowing: 1.1 All of the equipment, together with all structuresfurniture, buildingsfixtures, improvementstrade fixtures, signs, sign poles, machinery, fixtureskitchen equipment, computers, cash registers, menus, uniforms, small equipment, small wares and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all other tangible personal property owned by Seller and used in connection with the Owned Real Property as operation of the date of this AgreementPurchased Restaurants, wherever located and owned by Seller on the Closing Date, including, specifically, without limitation, all equipmentthose assets identified on Schedule 1.1 attached hereto (the "Fixed Assets"); 1.2 All inventory of Seller purchased for use in connection with the Purchased Restaurants, furniture, tools wherever located and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by Seller on the SellerClosing Date (the "Inventory"), including, without limitation, the Inventory identified on Schedule 1.2 hereto; 1.3 All of the agreements relating to the Purchased Restaurants under which Seller owns or holds any leasehold interest in real property (each, a "Real Property Lease"), including any buildings and improvements thereon, or leases in personal property, whether located on the Owned Real tangible or intangible (each a "Personal Property or with suppliers or others as of the date of this Agreement Lease") (collectively, the “Personal Property”"Leases"), a true and complete list of which is set forth in Schedule 1.3 hereto; 1.4 All of the agreements, contracts, licenses, instruments, commitments and understandings, written or oral, that (in addition to the Leases) are related solely to the Purchased Restaurants and listed (or, in the case of oral agreements or understandings, that are described) under the caption "Assigned Contracts" in Schedule 1.4 attached hereto (collectively, the "Assigned Contracts"); 1.5 All rights in and to any governmental and private permits, licenses, certificates of occupancy, franchises and authorizations, to the extent assignable, used in or relating to the Purchased Restaurants; 1.6 (c) intentionally omitted); 1.7 All financial books and accounting records, and all files, lists, publications, and other records and data used in or relating to the Home Sale Contracts Purchased Restaurants, including, without limitation, lists of suppliers and distributors and related files, environmental records, price lists, marketing plans, sales records, labor relations and employee compensation records, and maintenance records, regardless of the medium on which such information is stored or maintained; 1.8 All cash on hand at the Purchased Restaurants as of the Closing Date (the “Assigned Home Sale Contracts”)"Cash and Equivalents") identified on Schedule 1.8 hereto; 1.9 All prepaid fees and deposits associated with the Leases and the utilities used in connection with the Purchased Restaurants (d) all xxxxxxx money deposits "Prepaid Fees and other forms Deposits"), which are set forth in Schedule 1.9 attached hereto; 1.10 Any cause of security (whether action, claim, suit, proceeding, judgment or not demand, of whatsoever nature, of or held in escrow) held by Seller against any third parties arising out of the Purchased Assets or controlled by or for Seller pursuant the Purchased Restaurants prior to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)date hereof; (e) all customer 1.11 All goodwill associated with the Purchased Restaurants and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

Purchased Assets. Upon Subject to the terms and conditions of this Agreement including the Excluded Assets set forth in this Agreement Section 1.2, Buyer shall purchase from Seller, and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will shall sell, transferconvey, assign, convey transfer and deliver assign to Buyer, and Buyer will purchase and accept from Selleron the Closing Date, all of Seller’s right, title and interest in and to the following assets of Seller in, related to and under the following properties Business (collectively, the “Purchased Assets”), free and clear of all Encumbrances (other than Encumbrances in the form of any rights or restrictions with respect to Intellectual Property created under any Intellectual Property Agreement): (a) subject all right, title and interest in and to Section 1.5, the LandIntellectual Property Assets, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) royalties, fees, income, payments and other proceeds now or hereafter due or payable with respect to any and all easements, privileges and rights belonging or in any way appurtenant of the foregoing (other than the right to the Land; receive payments contemplated under Section 1.2(d)) and (ii) all rights to any actions of any nature available to or being pursued by Seller to the extent related to the foregoing, whether accruing before, on or after the Closing Date, including all rights to and all air rightsclaims for damages, subsurface rightsrestitution and injunctive relief for infringement, development rightsdilution, misappropriation, violation, misuse, breach or default, with the right but no obligation to xxx for such legal and equitable relief, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”)collect, but expressly excluding the Removed Real Propertyor otherwise recover, any such damages; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this AgreementAssigned Contracts, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured book royalty and purchased supplies and publishing rights of Seller thereunder (other materials) and any other personal property as is owned by than the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”right to receive payments contemplated under Section 1.2(d)); (c) Except as contemplated by Section 1.2(e), Seller’s Books and Records primarily pertaining to the Home Sale Contracts as Purchased Assets, regardless of the Closing Date medium on which such information is stored or maintained (the “Assigned Home Sale ContractsPurchased Books and Records”), provided, that Seller shall be entitled to retain copies of such Purchased Books and Records that are necessary for prudent business practice or for its tax, accounting or legal purposes; (d) all xxxxxxx money deposits rights and other forms claims of security (whether or not held in escrow) held or controlled by or for Seller pursuant against third parties relating to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”);Purchased Assets or Assumed Obligations, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, provided that to the extent a right or claim is related to any Excluded Assets or Retained Liabilities, such right or claim shall not be a Purchased Asset; and (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the goodwill associated with the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, Seller shall, at the Closing, Seller will sell, transfer, convey, assign, convey grant and deliver to BuyerPurchaser, and Buyer will Purchaser shall, at the Closing, purchase and accept acquire from Seller, free and clear of all Liens (except as set forth on Schedule 2.1), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller in, to and under the following properties (collectively, other than Excluded Assets) (the “Purchased Assets”):), including without limitation: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and FF&E; (ii) any all Receivables; (iii) all Inventory; (iv) the Purchased Contracts; (v) all patents, copyrights, trademarks and service marks (whether registered or unregistered), all air rightsnames (and variations thereof), subsurface rightsall assumed fictional business names and trade names, development rightsincluding without limitation, the items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and water rights appurtenant to other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the Land (all facilities of the foregoing being collectively referred to herein as Seller or the “Owned Real Property”)facilities of a third party; (viii) all Seller Advance Payments, but expressly excluding Seller Customer Deposits, Seller Customer Prepayments and LC Deposits; (ix) the Removed Leased Real Property; (bx) all tangible personal property owned Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller Seller); (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and used sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Owned Real Property as Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Seller or that may have been issued to Seller and in effect at any time during Seller’s operation of the date of this AgreementBusiness, including, specifically, including without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Leased Real Property or with suppliers or others as Property, including the right to any proceeds thereunder other than rights under the Seller Policies covering Excluded Liabilities which shall be paid for the benefit of the date of this Agreement (collectively, the “Personal Property”)Shareholders; (cxiv) the Home Sale Contracts as all guarantees, warranties, indemnities and similar rights in favor of Seller or any of the Closing Date (the “Assigned Home Sale Contracts”)Purchased Assets; (dxv) all xxxxxxx money deposits telephone and other forms of security (whether or facsimile numbers, post office boxes, and bank accounts but not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)cash contained therein that is an Excluded Asset; (exvi) all customer domain names and vendor listsInternet addresses, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used content with respect to the Owned Real Property, Personal Property or the Assigned ContractsInternet websites, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, content in each case relating to the Owned Real Propertyits electronic form; (fxvii) all rights, obligationsclaims, and duties causes of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)action against any Person; (gxviii) all Permits in goodwill of the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Business; and (hxix) all other tangible or intangible property, rights and assets of Seller other than Seller Claims. With respect to any Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Seller’s rights as declarant , provided, that in no event shall Purchaser assume or similar capacity under CC&Rs with respect be deemed to Associationsassume any Excluded Liabilities hereunder unless it expressly accepts the asset.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to the conditions hereof and the provisions of Section 1.6Agreement, at the Closing, Seller will TribalRides shall sell, transferconvey, assign, convey transfer and deliver to BuyerXNDA, and Buyer will purchase XNDA shall acquire and accept from Sellerpurchase, free and clear of all Encumbrances, all right, title and interest in and to [all of Seller the Assets of TribalRides listed on Exhibit A to this Agreement existing on the Closing Date]/[all of TribalRides’ rights, title and interest, as of the Closing Date, in and to any and all assets, properties, rights and claims of any kind or nature, whether tangible or intangible, real, personal or mixed, wherever located and whether or not carried or reflected on the books and records of any of TribalRides, whether now existing or hereinafter acquired, which relate to the Business or which are used or useful in or held for use in, or were acquired in connection with, the operation of the Business, excluding only the Excluded Assets (such assets, properties, rights and claims to and under the following properties (be acquired hereunder, collectively, the “Purchased Assets”): ), free and clear of all Liens (aexcept for Permitted Liens) subject to Section 1.5and all claims against XNDA. The Purchased Assets shall include[, even if not listed on Exhibit A] but not be limited to, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: following: (i) all easementsTangible Personal Property used by TribalRides in carrying on the Purchased Assets and together with all rights as of the Closing Date under all representations, privileges warranties and rights belonging or in any way appurtenant guarantees made by suppliers, manufacturers and contractors to the Land; and extent related thereto; (ii) any and all air rightsinventory, subsurface rightspackaging, development rightsmarketing materials, adverting materials, signage product samples, or other property owned by TribalRides or TribalRides' clients but that is currently in TribalRides' possession; (iii) all rights of TribalRides to security deposits (whether real estate or personal property), claims for refunds (other than Tax refunds) and water rights appurtenant to offset in respect of such clients and/or customers of TribalRides, including all funds held for the Land benefit of or on behalf of any client or customer; (iv) any telephone, fax or vendor/payee number or email address owned by TribalRides and used in the Purchased Assets; and (v) the goodwill of the Purchased Assets together with the exclusive right to represent XNDA as carrying on the Purchased Assets as successor to TribalRides and the right to use the name "Tribal Rides" or any variation thereof. (vi) any interest in or ownership of any websites or domain names used or owned by TribalRides; (vii) all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), following Assets to the extent any of the foregoing that such Assets arise from, are related to or used with respect to are concerning the Owned Real Property, Personal Property or the Assigned Contracts, including all [Business/Assets of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertyTribalRides listed on Exhibit A]; (fA) all rightslicenses and distributor agreements; (B) all right, obligations, title and duties interest of Seller arising out of TribalRides in all Contracts relating which relate exclusively to the construction of Housing Units Purchased Assets, as set out in Schedule 2.1 to the Ordinary Course or otherwise listed on Section 1.1(f) of the TribalRides Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closingextent that such Contracts are assignable or transferable and subject to obtaining any necessary consents to such assignment or transfer) (collectively, the “Other "Assumed Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"); (gC) all Permits in the name right, title and interest of Seller TribalRides to all of TribalRides’ Intellectual Property, and related all Licensed Intellectual Property and Owned Intellectual Property; (D) all intangible property, including originals, and where such originals are not available, copies of all business and financial records (whether or not recorded on computer), including customer lists, prospect lists, business contacts, supplier lists, referral sources and all operating manuals, engineering standards and specifications and other information; (E) all authorizations from Governmental Authorities or other permits of TribalRides, to the Owned Real Property extent transferrable; (F) all insurance benefits, including rights and proceeds, to the “Assigned Permits”)extent transferable to XNDA; (G) all claims of TribalRides against third-parties, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; and (hH) all rights, claims and credits, including all guarantees, warranties, indemnities and similar rights in favor of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.TribalRides;

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the Closing, Seller will shall sell, transfer, assign, convey and deliver to Buyer, and Buyer will shall purchase and accept from Seller, free and clear of all Liens other than Permitted Liens, all of the right, title and interest that Seller possesses in and to all of Seller in, to and under the following assets and properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5Seller’s leasehold interest in the Leased Manufacturing Equipment (as more particularly described on Schedule 2.1(a), which shall be updated by the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached Parties within three (3) Business Days prior to the Land Closing) and all easements and rights appurtenant theretothe Leased Real Property, including: (i) all easements, privileges and rights belonging or in any way appurtenant pursuant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyLease Agreement; (b) all tangible personal property property, including computer hardware, manufacturing equipment, office equipment, accessories, machinery, furniture, and fixtures owned by Seller and used in connection with located at the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement Manufacturing Facility (collectively, the “Owned Personal Property”), as more particularly set forth on Schedule 2.1(b) (which shall be updated by the Parties within three (3) Business Days prior to the Closing); (c) all of Seller’s inventories and supplies located at the Home Sale Contracts as of Manufacturing Facility on the Closing Date (other than the “Assigned Home Sale Contracts”)raw materials and product inventory for 503B products; (d) all xxxxxxx money deposits and other forms of security Seller’s rights under the Contracts (whether or not held in escrowcollectively, the “Assigned Contracts”) held or controlled identified on Schedule 2.1(d) (which shall be updated by or for Seller pursuant the Parties within three (3) Business Days prior to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”Closing), subject to the provisions of Section 2.4(c)); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents of Seller’s rights relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used deposits and prepayments with respect to the Owned Real Property, Personal Property purchase orders or other Contracts included in the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for as more particularly set forth on Schedule 2.1(e) (which shall be updated by the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating Parties within three (3) Business Days prior to the Owned Real PropertyClosing); (f) all rightsthe Facility Governmental Authorizations, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)extent assignable; (g) all Permits warranties (express and implied) that continue in the name of Seller and related effect with respect to the Owned Real Property Manufacturing Facility or any Purchased Asset (including, without limitation, warranties provided for under any Assigned Contract), to the “Assigned Permits”)extent assignable; and (h) all originals, or where not available, copies, of material documents and records of Seller, in Seller’s rights as declarant possession or similar capacity under CC&Rs with respect control, relating specifically and solely to Associationsthe Manufacturing Facility, the Purchased Assets, or the Assigned Contracts (the “Facility Records”).

Purchased Assets. 3.1.1 Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6set out in this Agreement, at the Closing, Seller will sellthe Company agrees to sell and the Buyer agrees to purchase all assets, transferproperties, assignrights, convey titles and deliver to Buyerinterests of every kind or nature owned, leased, licensed or otherwise held by the Company (including indirect and other forms of beneficial ownership) as of the Closing Date, and Buyer will purchase in any case, belonging to or intended to be used in the Business, whether tangible, intangible, real or personal and accept from Sellerwherever located, including without limitation all right, title and interest of Seller in, to and under the following properties assets, but excluding all Excluded Assets and Excluded Liabilities, as further detailed below and on Appendix 3.1.1 (collectivelytogether with the assets, properties, rights, titles and interests set forth in Section 3.1.2, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein Business as the “Owned Real Property”), but expressly excluding the Removed Real Propertya going concern; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of goodwill, if any, relating to the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Business; (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)all Accounts Receivable, notes receivable and other amounts receivable from third parties, including customers and employees, and all correspondence with respect thereto; (d) all xxxxxxx money deposits and other forms of security (whether interests in leased or not held in escrow) held or controlled by or for Seller pursuant to subleased real estate listed on Appendix 3.1.1(d), including the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Real Property Leases; (e) all customer Inventory, work in progress and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertyraw material; (f) all rightsFixed Assets, obligationsincluding such assets scheduled on Appendix 3.1.1(f); (g) except for any Excluded Assets or Excluded Liabilities and subject to Sections 3.1.5, 3.6 and duties of 11.6, all rights and obligations arising after the Closing existing under all Contracts to which the Company is a party or to which the Seller arising out of Contracts relating is a party if any such Contract relates to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) Business, including, without limitation each Material Agreement (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (gh) subject to Section 11.6, all rights to the employment of the Employees, including those individuals set forth in Appendix 3.1.1(h) attached hereto; (i) all Permits in records of Taxes and employer’s fees relating to all the name Employees duly completed and up to date, covering the three (3) financial years preceding the Accounts Date; (j) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents of Seller the Business (including without limitation a list of all the customers of the Business during the last two years); (k) a list of potential customers of the Business to which outstanding quotations have been given as at the Closing Date; (l) a list of unfulfilled orders of the Business as at the Closing Date; (m) all claims, deposits, prepayments, Prepaid Expenses, warranties, guarantees, refunds, causes of action, rights of recovery, rights of setoff and related rights of recoupment of every kind and nature (including rights to insurance proceeds) which relate to the Owned Real Business, except for any of the foregoing to the extent they relate to Excluded Assets or Excluded Liabilities; (n) all Intellectual Property Rights owned or otherwise held by the Company as part of the Business; (o) all licenses, consents, permits and authorisations necessary for the “Assigned Company to carry on the Business, including the Key Permits”, and all material product (including software) registrations, accreditations and other certifications required for the Business; (p) all insurance, warranty and condemnation net proceeds received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets; (q) all plans, instructional and promotional material, sales publications, advertising materials, terms and conditions of sale and other technical material and sales matter which relate to the Business, together with any plates, blocks, negatives and similar material relating to them (without retaining any copies thereof); (r) except to the extent they relate to Excluded Assets or Excluded Liabilities, all computer programs, copies of books (other than minute books relating to board meetings, shareholders’ meetings and statutory books), copies of books of account, copies of records (including tax records, payroll records and income records), copies of ledgers, originals of files, documents, correspondence, lists, studies and reports and other printed or written materials which relate to the Business, to the extent such information and documentation exists; provided that, the Company shall retain the originals in cases where the Buyer obtains copies and the Company shall retain copies in cases where the Buyer obtains the originals for the purpose of safeguarding legal auditing requirements; (s) the value added Tax records of the Business covering the three (3) financial years preceding the Accounts Date; and (ht) all other assets of any kind or nature of the Company, as applicable, which relate to the Business other than the Excluded Assets or Excluded Liabilities. 3.1.2 Upon the terms and subject to the conditions set out in this Agreement, at the Closing, the Seller agrees to sell and the Buyer agrees to purchase the Danish Assets, as exhaustively listed in Appendix A and included in the definition of Purchased Assets. 3.1.3 The Purchased Assets shall be transferred to the Buyer on the Closing Date free and clear from any Encumbrances. 3.1.4 If, following the Closing Date, any amounts due to the Buyer in relation to the Transferred Business are mistakenly paid directly to the Seller or the Company, the Company shall refund said amount forthwith to the Buyer as soon as reasonably possible but in all circumstances within five (5) Business Days of receipt. Furthermore, if, following the date hereof, any amounts due to the Seller or the Company are mistakenly paid directly to the Buyer, the Buyer shall refund said amount forthwith to the Seller or the Company as soon as reasonably possible but in all circumstances within five (5) Business Days of receipt. In the event that (a) the Parent or the Buyer by mistake pays any amount which should have correctly been paid by the Seller or the Company, the Parent or the Buyer, as applicable, shall be reimbursed accordingly but in all circumstances within five (5) Business Days of such payment or (b) the Seller or the Company by mistake pays any amount which should have correctly been paid by the Parent or the Buyer, the Seller or the Company, as applicable, shall be reimbursed accordingly but in all circumstances within five (5) Business Days of such payment. 3.1.5 Should any such assets, rights or properties be discovered related to the Business that were previously omitted from the Purchased Assets, these assets, rights and properties shall forthwith be promptly transferred by the Seller or the Company, as the case may be, to the Buyer without any additional compensation to the Company or the Seller. Similarly, if any assets, rights or properties have been transferred to the Buyer which should have remained with the Seller or the Company, then, to the extent not related to the Business, these assets, rights and properties shall be promptly returned by the Buyer to the Seller or the Company, as the case may be, without any penalty on the Buyer or the Parent. 3.1.6 Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract if an attempted assignment thereof, without consent of a third party thereto, would constitute a breach or other contravention thereof or in any way adversely affect the rights of the Buyer or the Company or the Seller, as the case may be, thereunder. The Company or the Seller, as the case may be, and the Buyer will use their reasonable best endeavours (but without the requirement of any payment of money by the Company, the Seller or the Buyer) to obtain the consent of the other parties to any such Contract for the assignment thereof to the Buyer as the Buyer may request. With the exception of employment Contracts with Employees which are subject to Section 11.6, unless and until such consent is obtained, or if an attempted assignment thereof would be ineffective or would adversely affect the rights of the Company or the Seller, as applicable, thereunder so that the Buyer would not in fact receive all rights under such Contract, the Company or the Seller, as applicable, and the Buyer will cooperate in an arrangement under which the Buyer would obtain the benefits and assume the obligations thereunder in accordance with this Agreement, including sub-licensing, or subleasing to the Buyer, or under which the Company or the Seller, as applicable, would enforce, at the Buyer’s expense, for the benefit of the Buyer, with the Buyer assuming at the Buyer’s expense the Company’s or the Seller’s obligations, as applicable, any and all rights of the Company or the Seller, as declarant applicable, against a third party thereto. With the exception of employment Contracts with Employees which are subject to Section 11.6, the Company or similar capacity the Seller, as the case may be, will promptly pay to the Buyer when received all monies received by the Company or the Seller under CC&Rs with respect to Associationsany such Contract, and the Buyer shall pay, defend, discharge and perform all Liabilities under such Contracts.

Purchased Assets. Upon Subject to the terms entry of the Sale Order by the Bankruptcy Court and the exclusions set forth in Section 1.2, and in accordance with the terms and conditions of this Agreement and subject Agreement, Sellers agree to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer will purchase agrees to purchase, acquire and accept assume from SellerSellers, all right, title and interest of Seller in, in and to and under the following properties (collectively, the “Purchased Assets”):), as more specifically described in the Disclosure Schedules, free and clear of all Encumbrances (other than the Assumed Liabilities) to the maximum extent allowed by Section 363(f) of the Bankruptcy Code: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: The outstanding accounts receivable (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real PropertyAccounts Receivable”), but expressly excluding the Removed Real Property; (b) all The equipment, machinery, tools, vehicles and other tangible personal property owned by Seller and used in connection with the Owned Real Property as set forth on Section 1.1(b) of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Disclosure Schedules; (c) Certain Contracts, real property leases and any amendments, codicils, side letter agreements, extensions and integrated agreements thereto, that relate primarily to the Home Sale Contracts as of the Closing Date Business (the “Assigned Home Sale Contracts”)) set forth on Section 1.1(c) of the Disclosure Schedules; provided, however, that Buyer reserves the right to amend Section 1.1(c) of the Disclosure Schedules through and including the Closing Date; provided, that, other than with respect to any amendments with respect to the TGS Contract and the Malaysia Contract made by July 3, 2018 and any real property leases, Buyer shall be responsible for payment of actual costs and expenses in connection with any such amendments; (d) all xxxxxxx money To the extent assignable, Tax assets other than deposits and other forms for the payment of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Taxes; (e) all customer and vendor listsInventory, finished goods, raw materials, work in progress, packaging, supplies, parts, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertyinventories; (f) all rightsSeismic data, obligationstrademarks, know-how, trade secrets, patentable inventions, patents (whether or not abandoned and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise regardless if listed on Section 1.1(f) of the Disclosure Schedule (Schedules) and other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together intellectual property rights associated with the Assigned Home Sale ContractsBusiness, including those set forth on Section 1.1(f) of the “Assigned Contracts”)Disclosure Schedules; (g) all Permits in Customer lists, electronic media, books and records associated with the name of Seller Purchased Assets and the design and operation thereof; (h) Insurance claims and proceeds to the extent related to the Owned Real Property Purchased Assets or the Assumed Liabilities; (i) To the “extent transferable, Permits, including environmental Permits held by Sellers and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets; (j) All rights to any actions of any nature available to or being pursued by any Seller to the extent related to the Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (k) Prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, and deposits, other than: Tax deposits; bank deposits; deposits associated with Contracts that are not Assigned Permits”Contracts; professional retainers; prepaid insurance; and rights of setoff, recoupment and rights of recovery relating to Contracts that are not Assigned Contracts, other Excluded Assets or Excluded Liabilities); (l) All causes of action, including causes of action under Chapter 5 of the Bankruptcy Code, related to the Purchased Assets and against vendors from which a Seller has purchased goods or services during the 91-day period prior to the filing of the Bankruptcy Cases; (m) The overriding royalty interests owned by Seller in the following State of Alaska oil and gas leases: ADL 391701; ADL 391704; ADL 391706; ADL 391707; ADL 391725; ADL 391731 and ADL 391732; and (hn) Originals, or where not available copies, of all books and records provided that Sellers will be entitled to retain copies of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsall books and records.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to the conditions hereof and the provisions of Section 1.6Agreement, at the ClosingClosing (as defined in Section 2.1 hereof), Seller will agrees upon payment by Buyer to Seller of the Purchase Price in accordance with Section 1.5, to sell, convey, transfer, assign, convey assign and deliver to Buyer or cause to be sold, transferred, and assigned to Buyer, and Buyer will agrees to purchase and accept from Selleracquire, the Hospital Facilities and all right, title of the tangible and interest intangible assets of Seller inassociated therewith, to and under other than the Excluded Assets (hereinafter defined), which assets shall include, without limitation, the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Landreal property described on Schedule 1.1(a) of the Seller Disclosure Letter, together with all structures, buildings, improvements, machineryany construction in progress, fixturesany other buildings and fixtures thereon, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easementsrights, privileges and rights belonging or in any way easements appurtenant to the Land; and thereto (ii) any and all air rightscollectively, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all the tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreementproperty, including, specifically, without limitation, all major, minor or other machinery, equipment, furniturevehicles, tools furniture and supplies (including all construction materialsfurnishings, work-in-process, finished goods, goods in transit, manufactured the current list and purchased supplies and other materialsgeneral location of which are set forth on Schedule 1.1(b) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement Seller Disclosure Letter (collectively, the “Personal PropertyEquipment”); (c) the Home Sale Contracts supplies and inventory owned by Seller (collectively, “Inventory”) as of the Closing Date March 31, 2012 (the “Assigned Home Sale ContractsCutoff Date”)) that are used or held for use solely in the operation of the Hospital Facilities, together with any additions or deletions thereto in accordance with this Agreement; (d) the medical records of Seller in respect of the Acute Care Hospital patients, on the Date of Closing or discharged prior to Date of Closing, the records of Seller in respect of all xxxxxxx money deposits residents of the SNF on the Date of Closing or discharged prior to Date of Closing, and other forms the medical records of security (whether or not held in escrow) held or controlled by or the Physician Practices for Seller pursuant patient encounters prior to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Date of Closing, the financial, patient, medical staff and personnel records of Seller relating to the Hospital Facilities including, without limitation, equipment records, medical administrative libraries, medical records, patient billing records, documents, catalogs, books, records, files, operating manuals and current personnel records, whether in electronic form or otherwise; (e) all customer the rights and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets)interests, to the extent any assignable, of Seller in the contracts, commitments, leases and agreements (the “Contracts”) including, without limitation the contracts listed on Schedule 1.1(e) of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertySeller Disclosure Letter; (f) all rightsthe licenses, obligationsapprovals, qualifications, registrations, certifications, authorizations, and duties of Seller arising out of Contracts relating permits, to the construction of Housing Units in extent assignable, held by Seller relating solely to the Ordinary Course or otherwise listed on Section 1.1(f) ownership, development, and operation of the Disclosure Schedule Hospital Facilities (other than those related to Housing Units that have been sold prior to the Closing) including, without limitation, any pending or approved governmental approvals (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsPermits”); (g) the names, trade names, trademarks and service marks (or variations thereof) of Seller associated with the Hospital Facilities (other than the trade names, trademarks, service marks and other intellectual property containing the words, “SunLink,” “SunLink Healthcare,” “HealthMont,” HealthMont of Georgia,” or any iteration or variation thereof), the goodwill associated therewith, and the applications and registrations, if any, associated therewith; (h) the goodwill associated with the Hospital Facilities and the Purchased Assets; (i) any rights to causes of action, lawsuits, judgments, claims, and demands, of any nature available to or being pursued by the Seller with respect to the Purchased Assets or the Hospital Facilities whether or not accrued and whether or not disclosed and all Permits rights and defenses in respect of the Assumed Liabilities; (j) all the proceeds, claims, refunds and rights of recovery under (i) property casualty insurance policies and (ii) liability insurance policies to the extent insuring against, related to or providing coverage for the Assumed Liabilities; (k) all receivables accrued, including without limitation, accounts and notes receivable, receivables arising from the rendering of services to patients at the Hospital Facilities, claims and settlements made pursuant to Medicare, Medicaid, Blue Cross, and CHAMPUS/TRICARE cost reports filed by the Seller, or to be filed (collectively, the “Accounts Receivable”), with respect to periods following the Cutoff Date; (l) all deposits, advances, pre-paid expenses and credits accrued after the Cutoff Date; (m) the other property, other than the Excluded Assets, of every kind, character or description owned by Seller which are used or held for use in the name business of the Hospital Facilities, wherever located (exclusive of software, computers and other assets located at SunLink’s offices which are used jointly to provide services to Seller and related to other hospital, nursing home facilities and physician clinics owned by Affiliates of Seller); (n) all cash and cash equivalents in the Owned Real Property Hospital Accounts (as defined in the “Assigned Permits”Management Agreement) on the Closing Date (exclusive of EHR Funds and or proceeds of ICTF receivables constituting Excluded Assets); and (ho) the interest of Seller in all property of the foregoing types, arising or acquired in the ordinary course of the business of Seller in connection with the Hospital Facilities between the date hereof and the Closing. Notwithstanding anything to the contrary in this Agreement, Buyer and Seller agree that the definition of Purchased Assets shall be amended to include, upon written request of Buyer delivered to Seller at any time before the Closing, Seller’s rights as declarant Medicare or similar capacity under CC&Rs with respect to AssociationsMedicaid provider numbers and any related Contracts or authorizations.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6contained in this Agreement, at the Closing, Seller will shall (i) sell, transferconvey, assign, convey transfer and deliver to BuyerTexas Genco, and Buyer Texas Genco will purchase and accept acquire from Seller, all of Seller's right, title and interest of Seller in, to and under the following properties Texas Genco Purchased Interest, and Texas Genco's Proportionate Share of Seller's right, title and interest in, to and under other assets, interests, properties, facilities, rights, licenses or contracts used, or held for use, primarily (or, to the extent set forth below, exclusively) in connection with Seller's ownership of the STP Interest (and, to the extent set forth below, customarily located at the Generation Facility or identified or described on a Schedule hereto), each as in existence on the Closing Date, including Texas Genco's Proportionate Share of Seller's right, title and interest in, to and under the assets, interests, properties, facilities, rights, licenses or contracts described in clauses (a)-(r) below, but excluding all Excluded Assets; and (ii) sell, convey, assign, transfer and deliver to CPS, and CPS will purchase and acquire from Seller, all of Seller's right, title and interest in, to and under the CPS Purchased Interest, and CPS's Proportionate Share of Seller's right, title and interest in, to and under other assets, interests, properties, facilities, rights, licenses or contracts used, or held for use, primarily (or, to the extent set forth below, exclusively) in connection with Seller's ownership of the STP Interest (and, to the extent set forth below, customarily located at the Generation Facility or identified or described on a Schedule hereto), each as in existence on the Closing Date, including CPS's Proportionate Share of Seller's right, title and interest in, to and under the assets, interests, properties, facilities, rights, licenses or contracts described in clauses (a)-(r) below, but excluding all Excluded Assets (in respect of each Purchaser, as to its respective Proportionate Share, collectively, the “"Purchased Assets”"): (a) subject The parcels of real property owned by Seller, or by the Operating Agent on behalf of Seller as one of the STP Owners, relating exclusively to Section 1.5the Generation Facility and described on Schedule 2.1(a), the Landand all appurtenances thereto, together with all structures, buildings, improvementsfacilities, machinery, fixtures, fixtures and equipment affixed or attached to the Land other real property improvements thereon and all easements and rights appurtenant thereto, including: including all construction work in progress (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “"Owned Real Property”"), but expressly excluding the Removed Real Property; (b) all The machinery, mobile or otherwise, equipment, vehicles, tools, fixtures, furniture and furnishings, and other tangible personal property owned by Seller and used related to or used, or useful, in connection with the Owned Real Property operation of the Generation Facility that (i) are not Inventory, (ii) as of the date of this AgreementClosing, includingare licensed, specificallyowned or leased by Seller, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned or by the Seller, whether located Operating Agent on the Owned Real Property or with suppliers or others as behalf of the date STP Owners or on behalf of this Agreement Seller as one of the STP Owners, and (collectivelyiii) are used primarily in the operation of the Generation Facility, and are listed on Part I of Schedule 2.1(b) or in the “Personal Property”ordinary course of business are customarily located at the Generation Facility, including any electrical upgrade, interconnection or similar equipment listed on Part II of Schedule 2.1(b); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)The Nuclear Fuel Inventory; (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)The Inventory; (e) all customer The Transferable Permits and vendor listsany other permits, licenses, approvals, registrations, franchises, certificates, other authorizations and business and financial records, books, and documents (including any books and records consents of Governmental Authorities or documents other Persons relating to Taxes imposed on the Purchased Assets)ownership, lease, maintenance or operation of the Generation Facility that, in each case, as of the Closing are in favor of Seller or the STP Owners or the Operating Agent, as agent for the STP Owners, except for and to the extent that any of the foregoing are related Transferable Permits relates to or used with respect to any of the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertyExcluded Assets; (f) all rightsThe contracts, obligationsagreements, arrangements, licenses and leases of any nature to which Seller is a party, or to which the Operating Agent, on behalf of the STP Owners or on behalf of Seller, as one of the STP Owners, is a party, and duties of by or to which Seller arising out of Contracts relating is or the STP Owners are bound or subject, including those listed or described on Schedule 2.1(f), in each case to the construction of Housing Units extent exclusively relating (in whole or in part) to the Ordinary Course ownership, lease, maintenance or otherwise listed on Section 1.1(f) operation of the Disclosure Schedule Generation Facility (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other "Generation Facility Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"); (g) all Permits in the name of Seller and related Except to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant extent such materials are subject to confidentiality, nondisclosure or similar capacity under CC&Rs with respect agreements in favor of third parties whose consent to Associations.transfer is not obtained, the non-privileged books, records, documents, drawings, reports, operating data, operating safety and maintenance manuals, inspection reports, engineering design plans, blueprints, specifications and procedures and similar items, (i) located at and relating exclusively to the Generation Facility, or (ii) otherwise in Seller's possession and exclusively relating to the Generation Facility or Purchased Assets if specifically identified and reasonably requested by a Purchaser; provided, however, that Seller shall have the right prior to Closing to make copies of such documents and to make non-exclusive use of them thereafter to the extent such non-exclusive use is not prohibited by the terms of such document or any other contract by which Seller is bound;

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject Set forth on Schedule 5.5 is a list, prepared from the Seller's general asset ledger as of September 30, 2001, of all Purchased Equipment material to Section 1.5the operation of the Packaged Gas Business as currently conducted by the Seller, except for such additions or subtractions of such Purchased Equipment as have occurred in the Ordinary Course of Business consistent with the Seller's past practice in the previous 12 months. The Seller owns at least 95% of the total number of cylinders referenced in Schedule 5.5. Except as set forth on Schedule 5.5 and except for Permitted Liens, the LandSeller has good title to all the properties and assets, together with real, personal and fixed, comprising any part of the Purchased Assets, free and clear of all structuresLiens or has a license to use such properties and assets, buildingsreal, improvementspersonal and fixed, machinerycomprising any part of the Purchased Assets for the benefit of the Packaged Gas Business. Except as set forth on Schedule 5.5, fixturesall property and assets comprising any part of the Purchased Assets or the Leased Real Property are, in all material respects, in good operating condition and equipment affixed or attached to the Land repair, normal wear and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (tear excepted. The Purchased Assets constitute all of the foregoing being collectively referred to herein as the “Owned Real Property”assets (real or personal), Permits, Contracts, properties and rights (other than the Excluded Assets) which are necessary for the continued conduct of the Packaged Gas Business after the Closing in substantially the same manner as conducted by the Seller prior to the Closing when supported by the Enabling Agreements, except to the extent that the conduct of the Packaged Gas Business requires general and administrative support services, including, but expressly excluding not limited to, general information technology services wherever provided and other support services currently provided by the Removed Real Property;Seller through its Trexlertown, PA headquarters location. All of the assets reflected in the Financial Documents are included in the Purchased Assets. (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property Except as of the date of this Agreement, including, specifically, without limitationset forth on Schedule 5.5, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods cylinders that are included as Purchased Equipment are in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the possession of the Seller, whether located on or if in the Owned Real Property possession of any Person other than the Seller, are held pursuant to a binding agreement obligating such Person to return to the Seller, or to reimburse the Seller for, such cylinders. The Seller's holding records relating to such cylinders that are in the possession of any Person other than the Seller have been kept and managed by the Seller in the Ordinary Course of Business consistent with suppliers or others as of the date of this Agreement (collectively, Seller's past practice in the “Personal Property”);previous 12 months and in accordance with good industry practice. (c) Set forth on Schedule 5.5(c) is a list of tanks currently used by the Home Sale Contracts as Seller in the Packaged Gas Business. The Purchased Equipment sold or transferred (through the assumption of equipment leases) to the Purchasers will include at least 95% of the Closing Date (the “Assigned Home Sale Contracts”tanks listed on Schedule 5.5(c);. (d) all xxxxxxx money deposits and other forms Set forth on Schedule 5.5(d) is a list of security vehicles currently used by the Seller in the Packaged Gas Business. The Purchased Equipment sold or transferred (whether or not held in escrowthrough the assumption of equipment leases) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any Purchasers will include at least 95% of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise vehicles listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”5.5(d); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof of this Agreement, on the Closing Date, Buyer shall deliver to Seller the Instrument of Assignment and Assumption, and Seller shall deliver to Buyer the Instrument of Assignment and Assumption and the provisions of Section 1.6Equity Assignments, at the Closing, pursuant to which Seller will shall sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase shall purchase, assume and accept from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all right, title and interest of Seller in, to and under the following properties assets and properties, as the same shall exist on the Closing Date, other than the Excluded Assets (collectively, herein collectively called the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as issued and outstanding shares of Nant Health Canada, Nant Health India (other than one “director nominee” share) and Nant Health UK (the “Owned Real PropertySubsidiary Equity Interests”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located assets reflected on the Owned Real Property Balance Sheet, except those disposed of or with suppliers or others as converted into cash after the Balance Sheet Date in the ordinary course of the date of this Agreement (collectively, the “Personal Property”)business; (c) all notes and accounts receivable generated by the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)Business; (d) all xxxxxxx money deposits and other forms inventory of security (whether Seller used or not held intended to be used primarily in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Business; (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating subject to Taxes imposed on the Purchased Assets)terms of Section 3.5, to the extent any transferable under applicable Requirements of Law, all Governmental Permits, if any, that are primarily used in the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertyBusiness; (f) subject to the terms of Section 3.5, all rights, obligationsrights and incidents of, and duties of Seller arising out of Contracts relating benefits accruing in and to the construction leased real property (including the buildings, structures, fixtures and improvements located thereon to the extent included pursuant to the terms of Housing Units in the Ordinary Course or otherwise respective lease) listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing2.1(F) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsTransferred Leased Real Property”); (g) all Permits Copyrights, Patent Rights and Trademarks (and all goodwill associated therewith) primarily used in the name of Seller and related or primarily relating to the Owned Real Property (the “Assigned Permits”Business, including those listed on Schedule 5.11(A); and; (h) all Trade Secrets and other proprietary or confidential information primarily used in or primarily relating to the Business; (i) all Software primarily used in or primarily relating to the Business, including such Software as is listed on Schedule 5.11(B), including all Intellectual Property rights therein that are owned by Seller; (j) subject to the terms of Seller’s Section 3.5, the rights as declarant and benefits in and to all the leases, contracts and other agreements primarily relating to the Business, including those listed on Schedule 2.1(J) (the “Seller Agreements”); (k) all rights, claims and causes of action against third parties relating to the assets, properties, business or operations of Seller relating primarily to the Business; (l) all existing papers, sales and business files and records, property records, contract records, test and design records, product specifications, drawings, engineering, maintenance, operating and production records, supplier and customer lists and other accounting, financial and business records and documents of Seller (including all personnel records of Transferred Employees other than Excluded Business Records) to the extent primarily used in the Business, whether maintained in electronic or physical form (the “Records”); provided that Seller shall be entitled to retain copies of all such Records to the extent necessary for Tax purposes or in connection with any action, investigation or proceeding by a Governmental Body; (m) all telephone and telephone facsimile numbers and other directory listings utilized by Seller primarily in connection with the Business; and (n) all other properties and assets that are owned by Seller and are primarily used in or primarily held for use in the Business, including the properties and assets listed on Schedule 2.1(N), which, for the avoidance of doubt, do not include any net operating losses or similar capacity under CC&Rs Tax attributes of Seller that may have arisen with respect to Associationsthe Business.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the ClosingClosing (but subject to Section 2.10), Parent and each Asset Seller will shall sell, convey, assign and transfer, assignor cause to be sold, convey conveyed, assigned and deliver transferred, to Buyer, and Buyer will shall, or shall cause one or more of its Affiliates to, purchase from Parent and accept from each Asset Seller, free and clear of all rightEncumbrances (other than Permitted Encumbrances), title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as assets, rights and properties of every kind and description (wherever located, whether tangible or intangible, real, personal or mixed) of Parent and its Affiliates that are primarily related to, used primarily in or held for use primarily in the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as operation of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts Business as of the Closing Date (the “Assigned Home Purchased Assets”), including the following: (i) each parcel of Leased Real Property leased by Parent or an Asset Seller, including leasehold interests and leasehold improvements and tenant fixtures in the Leased Real Property; (ii) (A) all tangible personal property used or held for use primarily in the operation of the Business, including machinery, equipment, training materials and equipment, mechanical and spare parts, supplies, packaging materials, owned and leased motor vehicles, mobile telephones, computer equipment, communications equipment, PDA bar code readers, fixtures, trade fixtures, tools, tooling, dyes, cap and component molds, furniture, furnishings, office equipment and other tangible property of any kind and (B) all inventory of the Business including all raw materials, works in process, semi-finished and finished products and inventories of finished products on consignment, whether in transit or deposited in a warehouse; (iii) the Subsidiary Plans; (iv) (A) sole ownership of all employee handbooks, employment policies and procedures, and compliance policies and procedures that are exclusively used in the Business or with respect to Business Employees (provided that, subject to Section 5.15(d), Parent may keep copies of all such documents and may use all such documents with respect to any Continuing Employee who has a Delayed Transfer Date, until such Delayed Transfer Date) and (B) joint ownership (and, subject to Section 5.15(e), the right to use and disclose the same with no further obligations to Parent or any of its Affiliates) and a copy in a mutually-agreed format of all employee handbooks, employment policies and procedures, and compliance policies and procedures that are otherwise used in the Business or with respect to Business Employees; (v) (A) the Business Transferred Intellectual Property (subject to the Seller In-License Agreement and subject to joint ownership of certain software as set forth in the Xxxx of Sale (Software) attached as Exhibit B-2 hereto) and all physical and tangible materials embodying or incorporating same, including source code, website content and documentation), (B) all IT Assets used in the Business (the “IT System”) and (C) all IT Contracts; (vi) Registrations primarily related to products currently being manufactured, marketed and sold by the Business, or primarily related to future products or product lines being developed by the Business, in each case to the extent transferable, and supported by and including: (A) the original documents, to the extent originals are available, under the possession of Parent or the Asset Sellers (or that are accessible to Parent or the Asset Sellers using commercially reasonable efforts) evidencing such Registrations and all related Registration applications and correspondence with Governmental Authorities regarding such Registration applications, and all memoranda or other documents that address whether new Registration applications are necessary as a result of proposed changes in products; and (B) all other regulatory and clinical documents required to be kept by Law with respect to such products, future products or product lines, including all documents required to be kept under the FDA Quality System Regulation or any other Law regulating the design or manufacture of medical devices, design history files, technical files, drawings, manufacturing, packaging and labeling specifications, validation documentation, quality control standards, other documentation, research tools, laboratory notebooks, files and correspondence with and reports and applications to Governmental Authorities, and all relevant pricing information and correspondence with Governmental Authorities with respect to such pricing matters; (vii) all Permits (other than Registrations), to the extent transferable under applicable Law, primarily related to, or primarily used in, the operation of the Business; (viii) subject to Sections 5.05(c) and 5.06(a), any Contract primarily related to, or primarily used in, the operation of the Business; (ix) all prepayments, security and utility deposits, rebates, refunds (other than refunds for Taxes attributable to a Pre-Closing Tax Period, determined in accordance with the principles of Section 7.01) and other prepaid expenses exclusively related to, or exclusively used in, the Business; (x) except with respect to the assets described in Section 2.01(a)(v) (which are solely dealt with pursuant to such Section), (A) sole ownership and all originals and copies of all Books, Records and Files that are exclusively related to, or used exclusively in, the Business (provided that counsel for Parent may keep one copy, solely to the extent such retention is required by applicable Law or for audit or evidentiary purposes, provided that use of and access to the same shall be limited to the above purposes and Parent may use all such documents relating to any Continuing Employee who has a Delayed Transfer Date, until such Delayed Transfer Date) and (B) joint ownership (and, subject to Section 5.15(e), the right to use and disclose the same with no further obligations to Parent or any of its Affiliates) and a copy (subject to Section 5.08 on delivery timing) in a mutually-agreed format of all Books, Records and Files that are owned and controlled by Parent or any of its Affiliates (other than the Transferred Subsidiaries) and that otherwise relate to, or are used in, the operation of the Business, in each case other than any Excluded Assets of the type described in Section 2.01(b)(ix) or 2.01(b)(x) (the foregoing Books, Records and Files described in clauses (A) and (B) and in Section 2.01(a)(vi), the “Transferred Books and Records”); (dxi) all xxxxxxx money deposits goodwill of the Business as a going concern (excluding any goodwill associated with the name of any Affiliate that is not a Transferred Subsidiary and other forms of security that does not incorporate the name Halyard); (whether or not held in escrowxii) held or controlled by or for Seller pursuant all Tax Returns exclusively related to the Assigned Home Sale Contracts Purchased Assets or the Business; (xiii) the Owned Real Property owned by an Asset Seller; (xiv) all insurance policies issued solely for the benefit of the Business as set forth on Section 2.01(a)(xiv) of the Seller Disclosure Schedule; (xv) all claims, causes of action, rights of recovery, rights of set-off, and warranties (at any time or in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or otherwise) to the extent related to the Business or any Purchased Assets, and all defenses and rights of offset or counterclaim relating to the Assumed Liabilities, in each case including all proceeds, monies and recoveries therefrom received following the Agreement Date (the “Home Sale Contract DepositsClaim Recovery Proceeds”); (exvi) all customer unreinvested insurance proceeds with respect to any casualty loss occurring between the date of this Agreement and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets)Closing Date, to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; Purchased Assets or a Transferred Subsidiary (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closingextent such proceeds are not held by a Transferred Subsidiary) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsUnreinvested Insurance Proceeds”); (gxvii) all Permits in the name properties and assets set forth on Section 2.01(a)(xvii) of the Seller and related to the Owned Real Property (the “Assigned Permits”)Disclosure Schedule; and (hxviii) consideration received upon a sale of the Minority Investment, which sale is required under the terms of the Governing Documents of the Minority Investment (the “Minority Investment Sale Proceeds”). For the avoidance of doubt, all assets, rights and properties of Seller’s the Transferred Subsidiaries (other than any Excluded Assets) shall remain assets, rights as declarant or similar capacity under CC&Rs with respect to Associationsand properties of the Transferred Subsidiaries and shall not be deemed Purchased Assets hereunder.

Purchased Assets. Upon Subject to Section 2.2, the terms set forth in other provisions of this Agreement and subject to the conditions hereof Agreement, and the provisions of Section 1.6Approval Order, at the Closing, Seller will shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer will purchase shall purchase, acquire, assume, and accept from Seller, all right, title title, and interest of Seller in, in and to and under the following properties assets, property and rights (other than the Excluded Assets) which are used in the operation of the Recycling Business as the same shall exist as of the date hereof (collectively, the “Purchased Assets”APurchased Assets@): (a) The lease listed on Schedule 2.1(a) (the AReal Property Lease@) which, subject to the requirements of Section 1.57.1(b) below, the Land, together with all structures, buildings, improvements, machinery, fixtures, shall be assumed by Seller and equipment affixed or attached assigned to Buyer pursuant to the Land provisions of Sections 363 and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all 365 of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyBankruptcy Code; (b) all The fixtures, machinery, equipment, fixed assets, leasehold improvements (to the extent owned by Seller) furniture, tools, vehicles, maintenance equipment, computer hardware and other tangible personal property owned by Seller listed on Schedule 2.1(b) and used the supplies and other consumables related thereto (collectively, the AEquipment and Fixed Assets@), and, to the extent transferable, all warranties, if any, express or implied, existing for the benefit of Seller in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools Equipment and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Fixed Assets; (c) Subject to the Home Sale Contracts as Consent of the Closing Date appropriate Governmental Entity, if necessary, to the extent legally transferable or assignable, the licenses, permits, franchises and other authorizations of any Governmental Entity listed on Schedule 2.1(c) relating to the Purchased Assets and to the operation of the Business (collectively, the “Assigned Home Sale Contracts”APermits@); (d) all xxxxxxx money deposits Subject to applicable Law, obtaining any necessary Consents, and existing confidentiality obligations, the employment contracts, contracts for goods, materials and services, purchase orders, contracts and commitments for Inventory, and other forms contracts and agreements of security (whether or not held in escrow) held or controlled by or for Seller pursuant relating to the Assigned Home Sale Contracts Purchased Assets and to the operation of the Business and listed on Schedule 2.1(d) (“Home Sale Contract Deposits”collectively, the AAssumed Contracts@); (e) all customer The inventory, if any, held for sale and vendor listsowned by Seller located at the property subject to the Real Property Lease (collectively, the AInventory@), and business and financial recordsall warranties, booksif any, and documents (including any books and records express or documents relating to Taxes imposed on implied, existing for the Purchased Assets)benefit of Seller in connection with the Inventory, to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertytransferable; (f) all rightsSubject to applicable Law, obtaining any necessary Consents, and existing confidentiality obligations, and duties the books, records, files or papers of Seller arising out of Contracts Seller, whether in hard copy or electronic format, relating to the construction of Housing Units in Purchased Assets or to the Ordinary Course or otherwise listed on Section 1.1(f) operation of the Disclosure Schedule (other than those related to Housing Units that have been sold prior Business and located at the property leased pursuant to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property Lease and at Seller=s Paterson facility (the “Assigned Permits”APaterson Site@), including engineering information, sales and promotional literature, manuals and data, sales and purchase correspondence, customer lists, vendor lists, catalogs, databases, research material, technical information, trade secrets, technology, know-how, specifications, designs, drawings, processes and quality control data, if any; and (h) all provided, however, Seller shall be permitted to keep and maintain copies of any books, records, files or papers which are necessary or desirable to document, support or further the Seller’s rights as declarant =s accounting, legal or similar capacity under CC&Rs with respect Tax claims and Seller shall be permitted to Associations.keep the originals of any books, records, files or papers which are necessary or desirable to document, support or further the Seller=s sale or liquidation of its assets at the Paterson Site;

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof of this Agreement, on the Closing Date, Parent and the provisions of Section 1.6, at the Closing, Seller will shall sell, transfer, assign, convey and deliver to Buyer, and Buyer will shall purchase from Parent and accept from Seller, on a going concern basis, free and clear of all Encumbrances (except for Permitted Encumbrances), the assets and properties of Seller wherever located, real, personal or mixed, tangible or intangible, other than Excluded Assets, as the same shall exist on the Closing Date (herein collectively called the "Purchased Assets"), including, without limitation, all right, title and interest of Parent and Seller in, to and under the following properties (collectively, the “Purchased Assets”):under: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred assets, other than Excluded Assets, reflected on the Balance Sheet, except those disposed of after the Balance Sheet Date in the ordinary course of business consistent with past practice (including with respect to herein as the “Owned Real Property”quantity and frequency), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by notes, accounts receivable and unbilled client work in process of Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Closing Date; (c) the Home Sale Contracts as of the Closing Date real estate leases (the “Assigned Home Sale Contracts”)"Leases") listed on Schedule 2.1(c) and all leasehold interests created thereby, all leasehold improvements, fixtures and fittings owned or held by Seller under the Leases, and all easements, rights of way and other appurtenants under the Leases; (d) all xxxxxxx money deposits the inventories, equipment, vehicles, furniture and other forms tangible personal property owned or used by Seller primarily in connection with the Business and the tangible personal property of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”Parent listed on Schedule 2.1(d); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to Intellectual Property owned or used by Seller primarily in connection with respect to the Owned Real Property, Personal Property or Business and the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertygoodwill associated therewith; (f) the contracts, agreements or understandings, written or oral, entered into by Seller, including all rightsequipment leases, obligationswork orders, client engagement letters and duties of Seller arising out of Contracts other agreements or arrangements relating primarily to the construction of Housing Units in Business (the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"Seller Agreements"); (g) all Permits in of Seller's deposits under the name Leases (including deposits from subtenants), all of Seller Seller's rights of set-off, rights of recovery and related claims or causes of action against third parties relating to the Owned Real Property assets, properties, business or operations of the Business arising out of transactions occurring prior to the Closing Date (except for refunds of Taxes to the “Assigned Permits”extent provided in Section 2.2(d); and); (h) all files, documents, correspondence, creative materials, advertising and promotional materials, studies, reports, books and records of Seller’s Seller (including all data and other information stored on discs, tapes or other media), customer lists, customer or credit data, computer programs, software, and hardware owned or used by Seller primarily in connection with the Business; and (i) all securities (such as the capital stock in the Subsidiaries), corporate minute books, stock transfer books and corporate seals of the Subsidiaries in the possession of Parent; (j) to the extent transferable to Buyer, all franchises, approvals, permits, licenses, orders, registrations, certificates, variances and similar rights obtained by Seller from a Governmental Body (the "Transferred Permits"); (k) all rights of Parent and Seller under all employment, consulting and noncompete agreements with, and all relationships of Seller with, the employees listed on Schedule 2.1 (k), except to the extent terminated pursuant to the Termination Agreements; (l) all general intangibles used primarily in the Business including without limitation, all good will as declarant a going concern and any all causes of action or similar capacity under CC&Rs claims of Seller against any Person that arose or will arise primarily in connection with respect the Business prior to Associationsthe Closing Date, other than Excluded Employee Claims and causes of action or claims against Parent, Seller or any of their officers, directors, employees or agents or causes of action or claims as to which Parent, Seller or their Affiliates may be required to provide indemnification. (m) cash in amount equal to $100,000.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to the conditions hereof and the provisions of Section 1.6---------------- Agreement, at the Closing, Seller will shall sell, assign, transfer, assign, convey and deliver (or cause to Buyerbe sold, assigned, transferred, conveyed and Buyer will delivered) to Purchaser and Purchaser shall purchase and accept from Seller, free and clear of all Encumbrances, all right, title and interest in and to all of Seller in, to and under the following properties (collectively, the “"Purchased Assets”):"): ---------------- (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) the Intangible Assets (including all easements, privileges Intellectual Property Rights therein and rights belonging or in any way appurtenant to the Land; and thereto); (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyTangible Assets; (biii) all tangible personal property owned by the right to enforce confidentiality, non-disclosure, employee invention assignment and other proprietary rights agreements between Seller and used in connection with Seller Employees related to the Owned Real Property as Internet Appliance Business; provided that Seller may redact portions of such documents which do not relate to the date Internet Appliance Business; (iv) the right to enforce confidentiality, non-disclosure or similar agreements not assigned to Purchaser pursuant to the terms of this Agreement, includingbetween Seller and third parties, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by related to the Seller, whether located on Internet Appliance Business; provided that Seller may redact portions of such documents which do not relate to the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Internet Appliance Business; (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (dv) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller's rights under the Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets)Contracts, to the extent any of the foregoing are related to that such rights arise on or used with respect subsequent to the Owned Real Property, Personal Property or the Assigned Contracts, including Closing Date (vi) all copies of Seller’s rights to architectural 's marketing and engineering sales information, pricing, marketing plans, subject to applicable fees for the reuse, signing and sealing of such business plans, water financial and sewer, electrical and building plans, and all other plans and specifications, drawings business projections and other similar documents, in each case relating files and records which pertain exclusively to the Owned Real PropertyInternet Appliance Business; (fvii) all rights, obligations, and duties claims or causes of Seller arising out of Contracts action against any third party relating to the construction of Housing Units in Internet Appliance Business or the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related Purchased Assets, except for claims with regard to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Excluded Assets; and (hviii) all of Seller’s rights as declarant or similar capacity under CC&Rs the goodwill associated with respect to Associationsthe foregoing.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to the conditions hereof and the provisions of Section 1.6Agreement, at the Closing, Seller will shall, or shall cause one or more of its Subsidiaries to, sell, convey, transfer, assign, convey assign and deliver to BuyerPurchaser, and Buyer will Purchaser shall purchase and accept acquire from Seller, free and clear of all Liens other than the Assumed Liabilities and Permitted Liens, all of Seller’s and its Subsidiaries’ right, title and interest in and to all of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyThe Program Compounds; (b) all tangible personal property owned All Program Technology and any Copyrights Controlled by Seller or its Subsidiaries immediately prior to the Closing in publications primarily related to the Program Compounds, and/or Products and/or the Program, and used in connection with the Owned Real Property as all rights to xxx for or assert claims against and remedies against past, present or future infringements of the date foregoing and rights of this Agreement, including, specifically, without limitation, priority and protection of interests therein and to retain any and all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and amounts therefrom except any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Excluded Assets; (c) All Regulatory Materials, including the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”items listed on Schedule 2.1(c); (d) all xxxxxxx money deposits and other forms of security (whether or All Inventory, including, the items listed on Schedule 2.1(d), but excluding any Inventory not held manufactured in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)accordance with current good manufacturing practices; (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used All Patent Files with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertyProgram Patents; (f) all rightsAll Program Notebooks, obligations, and duties of Seller arising out of Contracts relating to including the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)information contained therein; (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)All Other Program Materials; and (h) all rights and claims to the extent relating to the items described in paragraphs (a) through (g) of Seller’s this Section 2.1 or to any Assumed Liability, and all warranties, indemnities and similar rights as declarant in favor of Seller or similar capacity under CC&Rs with respect any of its Subsidiaries to Associationsthe extent related to any such Purchased Asset or any Assumed Liability.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement Agreement, on the Closing Date and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will shall sell, transfer, assign, transfer and convey and deliver to BuyerPurchaser, and Buyer will purchase Purchaser shall purchase, acquire and accept from Seller, all of the Seller’s right, title and interest of Seller in, in and to and under the following properties assets (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with Any and all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached Contracts primarily related to the Land and all easements and rights appurtenant theretoBusiness (the “Assigned Contracts”) including the Contracts with customers, including: (iin each case as disclosed on Section 2.4(a) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as Seller Disclosure Schedules; provided that in no event shall any Contracts solely among Seller and its Affiliates be deemed an Assigned Contract or a Purchased Asset except those Contracts with Affiliates set forth on Section 2.4(a) of the “Owned Real Property”), but expressly excluding the Removed Real PropertySeller Disclosure Schedules; (b) all tangible personal property owned by Seller the Lease (including any deposits thereunder) and used in connection with the Owned rights to the Leased Real Property as set forth in the Lease; (c) The Business Intellectual Property, the Transferred Names and the Copyrights and the Trademarks used exclusively in the Business or required exclusively for the operation of the date of this Agreement, including, specifically, without limitation, Business as currently conducted; (d) All tangible assets that relate exclusively to the Business including all equipment, furnituretooling, tools fixed assets, personal property and supplies office furniture located at the Leased Real Property and tangible assets set forth on Section 2.4(d) of the Seller Disclosure Schedules (including all construction the “Business Tangible Property”); (e) Any notes, debentures, trade receivables (current and noncurrent) and other accounts receivable, other than from Seller and any of its Subsidiaries arising out of the Assigned Contracts or sales of Products to customers of the Business; (f) The raw materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) inventories relating exclusively to the Business or the Assigned Contracts and any other personal property as is owned by located at the Seller, whether located on the Owned Leased Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsInventory”); (g) all The transferable Business Permits listed in Section 2.4(g) of the Seller Disclosure Schedules; (h) The Prepaid Expenses; (i) All goodwill in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Business; and (hj) Any and all documents, instruments, papers, books, records, books of account, files and data (including customer and supplier lists, and repair and performance records), catalogs, brochures, sales literature, promotional materials, certificates and other documents to the extent exclusively relating to the Business or the Purchased Assets or the Employees and located at the Leased Real Property and in the possession of the Seller, other than (i) any books, records or other materials that the Seller are required by Law to retain (copies of which, to the extent permitted by Law, will be made available to Purchaser upon Purchaser’s rights as declarant or similar capacity under CC&Rs reasonable request) and (ii) copies of employment records for Transferred Employees reasonably requested by Purchaser to comply with the covenants set forth in Section 5.6; provided, that, with respect to Associationsany such books, records or other materials that are Purchased Assets pursuant to this clause (j), Seller shall be permitted to keep (A) one (1) copy of such books, records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, and (B) such books, records or other materials in the form of so-called “back-up” electronic tapes in the Ordinary Course of the Business. A single asset may fall within more than one of clauses (a) through (j) in this Section 2.4; such fact does not imply that (i) such asset shall be transferred more than once or (ii) any duplication of such asset is required. Anything to the contrary in this Agreement notwithstanding, no Intellectual Property that does not fall within clause (c) or clause (j) of this Section 2.4 will be deemed to be included in any other clause of this Section 2.4.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement Agreement, on the Closing Date and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will the Partnership shall, and shall cause its Affiliates to, sell, transfer, assign, transfer and convey and deliver to BuyerPurchaser or its designated subsidiary(ies), and Buyer will purchase Purchaser shall, and shall cause its designated subsidiary(ies) to, purchase, acquire and accept from Sellerthe Partnership and its Affiliates, all of the Partnership’s and its Affiliates’, right, title and interest as of Seller inthe Closing in and to the following, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to All of the issued and outstanding equity interests owned by the Partnership (the “Purchased Venture Interests”) of each of the entities listed in Section 1.52.3(a) of the Partnership Disclosure Schedules (the “Purchased Ventures”); (b) All real property owned in fee by the Partnership or any of its subsidiaries, including the Landreal property listed in Section 2.3(b) of the Partnership Disclosure Schedules, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land trees located on such real property and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land Ancillary Property Rights (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with ,” it being understood that the Owned Real Property does not include the Purchased Venture Real Property); (i) Any and all leases, subleases, licenses or other Contracts pursuant to which the Partnership or its subsidiaries, as tenant, subtenant, licensee or sublicensee, obtains the use or occupancy of real property from third Persons, including the leases and other documents or Contracts listed in Section 2.3(c)(i) of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) Partnership Disclosure Schedules and any other personal property as is owned by the Seller, whether and all trees located on such property (all of the foregoing being collectively referred to as the “Leased Real Property”), and (ii) any and all leases, subleases, licenses, sublicenses or other Contracts with respect to the use or occupancy of the Owned Real Property or with suppliers the Leased Real Property by third Persons, as tenant, subtenant, licensee or others as sublicensee, including the leases and other documents or Contracts listed in Section 2.3(c)(ii) of the date of this Agreement Partnership Disclosure Schedules (collectivelysuch real property, the “Personal Subleased Real Property”); , in each case of clauses (ci) the Home Sale Contracts as of the Closing Date and (ii), including temporary, short-term and seasonal agreements, including with respect to beekeepers, hunting, fishing and alligator control (the leases and other documents or Contracts in clauses (i) and (ii), the “Assigned Home Sale ContractsPurchased Leases,” it being understood that the Purchased Leases do not include any real property leased by a third Person to the Purchased Ventures or any real property leased by the Purchased Ventures to a third Person (any such lease, a “Purchased Venture Lease”)); (d) Any and all xxxxxxx money deposits Minerals and other forms of security Mineral Rights (whether or not held in escrow) held or controlled by or for Seller pursuant to together with the Assigned Home Sale Contracts (Owned Real Property and the Purchased Leases, the Subleased Real Property and the Purchased Leases, the “Home Sale Contract DepositsPurchased Real Property”); (e) Any and all customer buildings, structures, improvements and vendor listsfixtures located on, and business and financial records, books, and documents (including any books and records beneath or documents relating to Taxes imposed on within the Purchased AssetsReal Property (collectively, the “Buildings and Improvements”), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rightsAll Contracts, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units including each Contract listed in the Ordinary Course or otherwise listed on in Section 1.1(f2.3(f) of the Partnership Disclosure Schedule (other than those Schedules, by which the Purchased Real Property is bound or subject or to the extent related to Housing Units that have been sold prior to the Closing) Business (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Purchased Contracts”); (g) all Permits All Intellectual Property Rights primarily used or held primarily for use in the name operation of Seller the Business, including (i) the Intellectual Property Rights listed in Section 2.3(g) of the Partnership Disclosure Schedules, (ii) the Orange-Co Name and related Orange-Co Marks and (iii) the software and software components developed by the Partnership as of the Closing Date that constitutes the “HMS” or “Harvest Management System,” together with such supporting information and documentation (whether created by the Partnership, its Affiliates or any third party retained or engaged by the Partnership or its Affiliates) sufficient to enable Purchaser and its Affiliates to use the HMS and fully exercise their rights under the HMS (the “HMS) (collectively, the “Purchased Intellectual Property”); (h) Any and all machinery, equipment, hardware, furniture, fixtures, tools, Information Technology and other tangible personal property (collectively, and excluding Intellectual Property Rights, “Tangible Personal Property”) located on the premises of the Owned Real Property or the Leased Real Property (excluding any trade fixtures and articles of personal property owned by the tenant and located on the premises of any Subleased Real Property), and any and all Tangible Personal Property primarily used or held primarily for use in the operation of the Business, including the Tangible Personal Property listed in Section 2.3(h) of the Partnership Disclosure Schedules; (i) Any and all trade receivables and other accounts receivable of the Business, including the Non-Crop Receivables, as of the opening of business on the Closing Date, other than the 2013-2014 Harvest Receivables; (j) Any and all prepaid expenses, deposits on fruit purchases and security deposits of the Business as of the opening of business on the Closing Date, including all security deposits with respect to Subleased Real Property; (k) Any and all crops of the Partnership or its subsidiaries growing on trees owned or leased by the Partnership and its subsidiaries; (l) Any and all fertilizers, pesticides, rodenticides, other agricultural chemicals, replacement parts, gas, oil, fuel, supplies, citrus nursery inventory and other non-crop inventories of the Partnership and its subsidiaries, in each case to the extent used, or held for use, by the Business; (m) All goodwill, if any, of the Business; (n) Any and all Permits primarily used or held primarily for use in the operation of the Business or that are required for the use and occupancy of the Purchased Real Property, including the Permits listed in Section 2.3(n) of the Partnership Disclosure Schedules (collectively, the “Purchased Permits”); (o) Any and all claims, causes of action, defenses and rights of offset or counterclaim, or settlement agreements (in any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) arising out of the Purchased Assets or the Assumed Liabilities; (p) Any and all rights under or pursuant to all warranties, representations and guarantees, whether express or implied, made by customers, suppliers, contractors, vendors and other third parties with respect to any of the other Purchased Assets, other than any of the foregoing to the extent exclusively related to any Excluded Asset or Retained Liability; (i) Any and all documents, instruments, papers, books, records, books of account, files and data (including customer and supplier lists, and repair and performance records), catalogs, brochures, sales literature, promotional materials, certificates and other documents primarily related to the Business and (ii) copies of any information relating to Taxes to the extent related to the Business, in each case of clauses (i) and (ii), other than (A) any books, records or other materials that the Partnership is required by Law to retain (copies of which, to the extent permitted by Law, will be made available to Purchaser upon Purchaser’s reasonable request) and (B) personnel and employment records for employees and former employees who are not Transferred Employees; (r) Any and all insurance policies and binders and interests in insurance pools and programs and self-insurance arrangements solely to the extent related to the trees owned or leased by the Partnership and its subsidiaries or to the crops grown on such trees (“Crop Insurance”), for all periods before, through and after the Closing, including any and all refunds and credits due or to become due thereunder and any and all claims, rights to make claims and rights to proceeds on any such insurance policies for all periods before, through and after the Closing; (s) Any and all Cash Amounts of the Partnership and its subsidiaries as of the opening of business on the Closing Date, other than the Cash Amounts set forth on Section 2.3(s) of the Partnership Disclosure Schedules (the “Assigned PermitsRestricted Cash”); and (ht) all All other assets, rights, properties, Contracts and claims of Sellerevery kind and description, whether direct or indirect, matured or contingent, tangible or intangible or real, personal or mixed, to the extent owned, licensed, used or otherwise held for use in the Business and which are not Excluded Assets or which are not specifically excluded in clauses (a)-(s) of this Section 2.3. For clarification purposes, it is understood that the Partnership owns only a fifty one percent (51%) interest in Citree and a fifty percent (50%) interest in Xxxxxx Road Partners and any reference in this Agreement to the transfer to the Purchaser of assets, rights, properties, contracts and claims of every kind and description of the Business does not mean that Purchaser will acquire a direct interest in any of the same owned by Citree or Xxxxxx Road Partners, but rather only an indirect interest by virtue of the Purchaser’s rights as declarant or similar capacity under CC&Rs with respect to Associationsacquisition of such 51% interest in Citree and 50% interest in Xxxxxx Road Partners.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof of this Agreement, and subject to the provisions of exclusions set forth in Section 1.62.03, at the Closing, Seller will shall, sell, transferconvey, assigntransfer and assign (or cause to be sold, convey conveyed, transferred and deliver assigned) to Buyer, and Buyer will purchase shall purchase, acquire and accept (or caused to be purchased, acquired and accepted) from SellerSeller (and the Retained Subsidiaries), all of Seller’s and its Retained Subsidiaries’ right, title and interest of Seller in, to and under the following (and only the following) assets, properties and rights of Seller and its Retained Subsidiaries (other than the Purchased Shares and the assets, properties and rights held by the Acquired Entities) as the same shall exist immediately prior to the Closing, (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed transferable or attached to the Land and assignable rights under all easements and rights appurtenant thereto, including: (i) all easementscontracts, privileges agreements, licenses, commitments, sales and rights belonging or in any way appurtenant purchase orders and other instruments with respect to the Land; licensing of, or provision of services relating to, Intellectual Property or IT Assets, that are exclusively related to or exclusively used in the Business as of the Closing (the “IP/IT Contracts”) and (ii) any contracts, agreements, licenses, commitments, sales and all air rights, subsurface rights, development rights, purchase orders and water rights appurtenant to the Land other instruments (all of the foregoing being collectively referred to herein as the “Owned Real Property”other than IP/IT Contracts), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and that are primarily related to or primarily used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts Business as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together collectively with the Assigned Home Sale IP/IT Contracts, the “Assigned Contracts”); (b) (i) the Trademarks set forth in Section 2.02(b)(i) of the Disclosure Schedule (the “Transferred Trademarks”) and (ii) all Intellectual Property (other than Trademarks) owned by Seller or any of the Retained Subsidiaries and exclusively related to or exclusively used in the Business as of the Closing, including the Intellectual Property identified on Section 2.02(b)(ii) of the Disclosure Schedule (collectively and together with the Transferred Trademarks, the “Transferred Intellectual Property”); (c) All (i) IT Assets owned by Seller or its Retained Subsidiaries that are exclusively related to or exclusively used in the Business and (ii) physical IT Assets located on the premises of an Owned Real Property or Leased Real Property (the “Transferred IT Assets”); (d) all Current Assets; (e) all Owned Real Property, Real Property Leases and Leased Real Property; (f) all furniture, equipment (including machinery) and other tangible personal property (other than assets, properties and rights of a type expressly covered in a different section of this Section 2.02) that is located on the premises of an Owned Real Property or a Leased Real Property; (g) all transferable Permits that are exclusively related to or exclusively used in the name of Seller and related Business or that exclusively relate to the Owned Real Property, Real Property Leases or Leased Real Property; provided, however, that Seller and the Retained Subsidiaries shall have the right to retain copies for their compliance records of any such Permits (the “Assigned Permits”); (h) the personnel records (including all human resources and other records, other than performance evaluations, disciplinary records or medical records) of Seller or a Retained Subsidiary to the extent relating to the Continuing Employees to the extent permitted under Applicable Law and all other books, records, files and papers (excluding e-mails) exclusively related to the Business (collectively, the “Business Records”); provided, that: (i) Seller shall be entitled to retain copies of any and all Business Records; (ii) Seller shall only be required to deliver such books, records, files and papers (whether electronic or otherwise) to the extent permitted by Applicable Law, and Seller shall not be required to, prior to the Closing, deliver to Buyer any books, records, files or papers that are not reasonably practicable to identify and extract, prior to the Closing; (iii) Seller shall reasonably determine the format in which Business Records are delivered to Buyer; and (iv) Seller shall be entitled to redact any portion of the Business Records to the extent related to any matter other than the Business; and (hi) all other assets, properties and rights of Seller’s a type not expressly covered in this Section 2.02 that are exclusively related to or exclusively used in the Business, including those assets, properties and rights as declarant or similar capacity under CC&Rs with respect to Associationslisted in Section 2.02(i) of the Disclosure Schedule.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the Closing, Seller will the Company hereby agrees to sell, transfer, assignconvey, convey assign and deliver to Buyer, and Buyer will purchase hereby agrees to purchase, acquire and accept from Sellerthe Company, all of the Company’s right, title and interest in and to all of Seller inthe assets, properties, rights and claims of the Company (other than the Excluded Assets) of every nature, real or personal, now existing or hereafter acquired, whether or not reflected on the books or financial statements of the Company, wherever located, whether tangible or intangible, as the same shall exist at the Closing, free and clear of all Liens (the assets to and under the following properties (collectively, be purchased by Buyer being referred to as the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto), including: , without limitation: (i) all easements, privileges Accounts Receivable and rights belonging notes receivable (whether current or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”noncurrent), but expressly excluding the Removed Real Property; refunds, deposits, prepayments or prepaid expenses (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods any prepaid insurance premiums) relating to or used in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Business; (cii) all Contracts to the Home Sale extent related to the Business, other than the Excluded Contracts as of the Closing Date (the “Assigned Home Sale Assumed Contracts”); (diii) all xxxxxxx money deposits and other forms Leases set forth on Schedule 2.13 of security the Company Disclosure Schedule (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract DepositsAssumed Leases”); (eiv) all customer Fixtures and vendor Equipment relating to or used in the Business; (v) all inventory relating to or used in the Business, if any; (vi) all Records relating to or used in the Business; (vii) the Company Intellectual Property, including but not limited to the Company Intellectual Property set forth on Schedule 2.10 of the Company Disclosure Schedule, other than the Excluded Assets that relate to the Company’s intellectual property; (viii) all Permits (to the extent transferable); (ix) the E&O Policy; (x) all available supplies, sales literature, promotional literature, customer, supplier and distributor lists, art work, display units, telephone and business fax numbers and financial recordspurchasing records related to or used in the Business; (xi) all rights under or pursuant to all warranties, books, representations and documents (including any books and records or documents relating to Taxes imposed on guarantees made by suppliers in connection with the Purchased Assets or services furnished to the Company pertaining to the Business or affecting the Assets), to the extent any of the foregoing such warranties, representations and guarantees are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertyassignable; (fxii) all rights, obligations, deposits and duties prepaid expenses of Seller arising out of Contracts relating the Company to the construction of Housing Units extent included in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Closing Working Capital; (gxiii) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)intangible assets, including goodwill; and (hxiv) all claims, causes of Seller’s action, choses in action, rights as declarant of recovery and rights of set-off of any kind, against any person or similar capacity under CC&Rs entity, including, without limitation, any Liens, security interests, pledges or other rights to payment or to enforce payment in connection with respect products relating to Associationsor used in the Business on or prior to the Closing Date. Any Software sold, transferred, conveyed, assigned and delivered to Buyer pursuant hereto shall be (or deemed to have been) sold, transferred, conveyed, assigned and delivered electronically.

Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement and subject to excluding the conditions hereof and the provisions of Section 1.6, at the ClosingExcluded Assets, Seller will sellhereby sells, transferconveys, assignassigns, convey transfers and deliver delivers to Buyer, and Buyer will purchase hereby purchases and accept accepts from Seller, free and clear of all Liens, all of Seller’s right, title and interest in and to Seller’s property, assets and rights, including all such assets that are used in or are useful to Seller’s business of Seller indeveloping, to designing, manufacturing, selling and under distributing oil change systems, fuel and oil transfer pumps, fuel primers, fuel polishing systems and engine flushing systems (the following properties “Business”), tangible and intangible, of every kind and description, wherever located (collectively, the “Purchased Assets”): ). The Purchased Assets include the assets described below and in the xxxx of sale and assignment of rights delivered by Seller in connection with this Agreement (the “Xxxx of Sale”) but exclude the Excluded Assets. The purchase and acceptance of the Purchased Assets does not include the assumption of any Liability of Seller unless expressly assumed by Buyer pursuant to Section 2.3. Without limiting the foregoing, the Purchased Assets shall include the following: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land accounts receivable and all easements notes and other evidences of indebtedness in favor of Seller and rights appurtenant thereto, including: to receive payments arising out of products sold and services rendered (i) all easements, privileges and rights belonging or in any way appurtenant to the Land“Accounts Receivable”); and (iib) any and all air rightsinventory of Seller, subsurface rightsincluding raw materials, development rightssamples, work-in-progress inventory, prepaid inventory, accessories, supplies, spare parts, finished goods and water rights appurtenant xxxx of material expense items (including shipping containers, labels and packaging materials), whether in the possession of Seller or in transit to the Land Seller (all of the foregoing being collectively referred to herein as the “Owned Real PropertyInventory”), but expressly excluding the Removed Real Property; ; (bc) all tangible personal property Intellectual Property Rights owned by Seller and used or held for use by Seller in connection with the Owned Real Property as operation of the date Business (the “Intellectual Property Assets”); (d) all Contracts set forth on Schedule 2.1(d) (collectively the “Assumed Contracts”); (e) (i) all licenses, permits, registrations, certificates of this Agreementoccupancy, includingConsents and certificates from any Governmental Authority (collectively, specifically“Permits”) issued, without limitationto Seller, and (ii) all certificates, registrations, accreditations, qualifications and approvals of any independent or accreditation body (collectively, “Certifications”) issued to Seller; (f) all machinery, equipment, furniture, tools and supplies (including all construction materialsfurnishings, work-in-processmolds, finished goodsfixtures, goods in transittools, manufactured and purchased supplies dies, vessels, vehicles, computers and other materials) and any other tangible personal property as is owned by the of Seller used in Seller, whether located on the Owned Real Property or with suppliers or others as ’s conduct of the date of this Agreement Business; (collectively, the “Personal Property”); (cg) the Home Sale Contracts as all of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating of Seller related to Taxes imposed on the Purchased Assets)Assets or the Business, to the extent any of the foregoing are related to or used including business records, files, research material, tangible data, documents, payroll and personnel records with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating Transferred Employees (to the Owned Real Property; (f) all rightsextent permitted by Law), obligationsinvoices, customer lists, vendor lists and duties of Seller arising out of Contracts relating to the construction of Housing Units service provider lists, whether in the Ordinary Course written or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)electronic form; and (h) any and all goodwill of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations; and (i) all other assets of Seller used in its operation of the Business (unless included in the Excluded Assets).

Purchased Assets. Upon The Purchased Assets are all of the terms assets of Seller used in the Business, including: (a) All of the billboard displays and other out-of-home advertising structures (including rights to walls), including, without limitation, those set forth and described in this Agreement and subject to the conditions hereof and the provisions of Section 1.6Schedule 2.2(a) attached hereto, at the Closingtogether with all components, Seller will sellfixtures, transferparts, assign, convey and deliver to Buyerappurtenances, and Buyer will purchase and accept from Sellerequipment attached to or made a part thereof that are existing, all right, title and interest of under construction or for which Seller in, to and under the following properties has any rights (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”"Structures"), but expressly excluding the Removed Real Property; (b) All leases, licenses, easements, other rights of ingress or egress, and all tangible personal other grants of the right to place, construct, own, operate or maintain the Structures on land, buildings and other real property owned by Seller third parties, and used in connection with all rights therein (collectively, the Owned Real Property as of the date of this Agreement"Site Leases"), including, specifically, without limitation, those Site Leases listed on Schedule 2.2(b); and all equipmentstate and local licenses or permits/tags which Seller has with respect to the Structures and, furnitureto the extent assignable, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by Governmental Authorizations that are required for the Seller, whether located on the Owned Real Property or with suppliers or others as operation of the date of this Agreement Structures, (collectively, the “Personal Property”"Permits"), including, without limitation, those Permits listed on Schedule 2.2(b); (c) All rights under existing and pending sales and advertising contracts associated with the Home Sale Contracts Structures, and all rights to the advertising copy displayed on the Structures as of the Closing Date (collectively, the “Assigned Home Sale "Advertising Contracts”"), including, without limitation, those Advertising Contracts listed on Schedule 2.2(a) attached hereto; (d) all xxxxxxx money deposits All pertinent Books and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Records; (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on All Intangible Property used in connection with the Purchased Assets), to Business except the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property;trade name "Reynxxxx"; xnd (f) all rightsAll rights (including any benefits arising therefrom), obligationscauses of action, claims and duties demands of whatever nature (whether or not liquidated) of Seller arising out of Contracts relating to the construction Purchased Assets, including, without limitation, condemnation rights and proceeds, and all rights against suppliers under warranties covering any of Housing Units in the Ordinary Course or otherwise Purchased Assets. Notwithstanding the foregoing, the Purchased Assets shall not include the assets listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing2.2(x) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"Excluded Assets"); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

Purchased Assets. Upon the terms set forth in this Agreement and subject Subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the Closing, Seller will Closing (as defined in Section 4 hereof) Sellers shall sell, transfer, assign, convey transfer and deliver assign to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, in and to and under the following properties assets, properties, interests and business of Sellers owned, used or held for use exclusively in the operations of the Business as currently conducted (except for the Excluded Assets, as defined in Section 2.2) (collectively, the “Purchased Assets”): (a) subject The raw material and packaging inventory used in ongoing production, and the work in process and finished first aid product inventory of the Business (including finished first aid product inventory in transit from suppliers and inventory for which advance payments have been made prior to Section 1.5Closing), provided such inventory is usable within 180 days in the ordinary course of business (collectively, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real PropertyPurchased Inventory”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned Sellers’ current customer lists used or held for use by Seller and used Sellers exclusively in connection with the Owned Real Property as operation of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies Business as currently conducted (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal PropertyCustomer Lists”); (c) Sellers’ right, title and interest in and to the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”Business Intellectual Property listed on Schedule 2.1(c); (d) all xxxxxxx money deposits Sellers’ right, title and other forms of security (whether or not held interest in escrow) held or controlled by or for Seller pursuant and to the Assigned Home Sale Contracts Fixed Assets listed on Schedule 2.1(d) (collectively, the “Home Sale Contract DepositsFixed Assets”); (e) all customer Sellers’ right, title and vendor lists, interest in and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing contracts and agreements which are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing2.1(e) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Transferred Contracts”); (gf) all Permits in the name The accounts receivable of Seller Sellers that are deemed collectible by Buyer and related to the Owned Real Property are less than ninety (90) days past due, a listing of which is contained on Schedule 2.1(f) (the “Assigned PermitsPurchased Accounts Receivable”); and (hg) Sellers’ right, title and interest in and to any records, management reports, studies and all other corporate and financial books and records specifically relating to the Business, the marketing of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsits products and prospective and lost customers.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to Agreement, as of the conditions hereof and the provisions of Section 1.6, at the ClosingEffective Time, Seller will shall sell, transfer, assign, transfer and convey and deliver to BuyerBuyer (or such Affiliates of Buyer as Buyer may direct), and Buyer will purchase (or such Affiliates of Buyer as Buyer may direct) shall purchase, acquire and accept from Seller, all of Seller’s right, title and interest to and in all of the Assets of Seller that are primarily used in or held for use in, to or necessary for, the operation of the Business, of every kind and under description, wherever located, real, personal or mixed, tangible or intangible, as the following properties same shall exist at the Effective Time, free and clear of all Liens other than Permitted Liens (collectively, the “Purchased Assets”):); provided, however, that in no event shall the Purchased Assets include any Excluded Assets or Assets to which Buyer receives the benefit under the Transition Services Agreement. Without limiting the generality of the foregoing, the Purchased Assets shall include (other than Excluded Assets) all right, title and interest in, to and under: (a) subject to Section 1.5all the Assets reflected and/or described on the audited balance sheet of Seller as of December 31, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached 2010 (except to the Land and all easements and rights appurtenant theretoextent disposed of in the Ordinary Course since the date thereof) which are owned or used by Seller primarily in connection with the Business, including: (i) all easements, privileges and rights belonging whether or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Propertynot fully depreciated or written off; (b) all tangible personal property owned by Seller and that is primarily used in connection or held for use in, or necessary for, the operation of the Business, including equipment, machinery, vehicles, furniture, fixtures, supplies, spare parts, tools and other tangible personal property, including all leases with the Owned Real Property respect to any such tangible personal property pursuant to which Seller is a lessee as of the date hereof and all of this Agreementthe Equipment, includingtogether with any express or implied warranty by the manufacturers, specifically, without limitation, sellers or lessors of any item or component part thereof and all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies maintenance records and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)documents relating thereto; (c) all books, records, files and papers, whether in hard copy or computer format, primarily relating to or used in the Home Sale Contracts as Business, including, without limitation, engineering information, drawings, designs, specifications, process information, performance data, and other information or data and records, sales and promotional literature, manuals and data, sales and purchase correspondence, lists of present and former suppliers, and lists of present and former customers, provided that Seller shall retain a right of reasonable access to all such materials to the extent such materials relate to any rights or liabilities retained by Seller after the Closing Date (the “Assigned Home Sale Contracts”)Date; (d) all xxxxxxx money deposits Intellectual Property of Seller and tangible embodiments of Intellectual Property that are primarily used in or held for use in, or necessary for, the operation of the Business, including all files, documents, searches, opinions and other forms of security analyses relating to such Intellectual Property, including, without limitation, all the Business IP set forth in Part 3.13, the domain name “xxxxxxxx.xxx” and all content on the Internet website located at the URL xxx.xxxxxxxx.xxx (whether or not held in escrowthe “Neoprobe Site”) held or controlled by or for Seller pursuant primarily relating to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Business, customer contact information, marketing prospects and information, vendor information, and the right and power to assert, defend and recover title to all of the foregoing in the same manner and to the same extent as Seller could do or could cause to be done if the transactions contemplated hereby did not occur, and the right to sue and recover for past damages on account of violations, infringement, misuse, or theft thereof; (e) all customer and vendor listsof Seller’s rights, and business and financial recordsclaims, bookscounterclaims, and documents (including any books and records credits, causes of action or documents relating rights of set-off against third parties that relate primarily to Taxes imposed on the Business or the Purchased Assets), liquidated or unliquidated, including, without limitation, unliquidated rights under manufacturers’ and vendors’ warranties, except to the extent any of the foregoing are related they relate to Excluded Assets or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertyExcluded Liabilities; (f) all rightsauthorizations of Governmental Authorities (and pending applications therefore), obligationsincluding permits, licenses, certificates, consents, variances and duties of Seller arising out of Contracts relating approvals, that relate primarily to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Business; (g) all Permits in Accounts Receivable, including, without limitation, any Accounts Receivable due under the name Distribution Agreement, dated and effective as of September 28, 1999, between Buyer (as assignee of Ethicon Endo-Surgery, Inc.) and Seller (as amended, the “Distribution Agreement”); (h) all Inventory; (i) all rights of Seller in, to and related under the Assumed Contracts; (j) all rights of Seller in and to the Owned Real Property all Trademarks and Trade Names set forth on Schedule 2.1(j) (the “Assigned PermitsNeoprobe Marks”); (k) all goodwill associated primarily with the Business or the Purchased Assets; (l) all Assets listed on Schedule 2.1(l); and (hm) all other Assets owned by Seller that are primarily used in or held for use in, or are necessary for, the operation of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Business other than the Excluded Assets.

Purchased Assets. Upon the terms set forth in this Agreement Buyer hereby agrees to purchase from Seller, and subject Seller hereby agrees to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey transfer and deliver assign to Buyer, free and Buyer will purchase clear of any and accept from all mortgages, liens, security interests, encumbrances, pledges, leases, equities, claims, charges, restrictions, conditions, conditional sale contracts and any other adverse interests of any kind whatsoever (other than those securing any Assumed Obligations), all of the assets, wherever located, which are owned by Seller, all or in which Seller has any right, title and interest of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixturesor interest, and equipment affixed or attached to used in connection with the Land and all easements and rights appurtenant thereto, including: Business (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”"Purchased Assets"). The Purchased Assets shall include, but shall not be limited to, the following: (a) The tangible personal property, machinery, equipment, hones, tools, machine and electric parts, supplies and computers, wherever located, owned or used by Seller solely or primarily in connection with the Business (collectively, the "Tangible Assets"), but expressly excluding all the Removed Real Propertyitems of which are identified in Schedule 1.1 (a) attached hereto; (b) All of the rights, tangible and intangible, and leasehold interests in personal property, of Seller existing under any contracts, agreements, leases, licenses, instruments or commitments, all tangible personal property owned of which are listed on Schedule 4.6 attached hereto, and under any contracts, agreements, leases, licenses, instruments and commitments which are entered into by Seller and used in connection with the Owned Real Property as of Business after the date hereof and prior to the "Closing" (as defined below) with the prior written consent of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement Buyer (collectively, the “Personal Property”"Assumed Contracts"); (c) All rights in and to any governmental and private permits, licenses, franchises and authorizations, to the Home Sale Contracts as of extent assignable, used in connection with the Closing Date (the “Assigned Home Sale Contracts”)Business; (d) all xxxxxxx money deposits All rights in and to any requirements, processes, formulations, methods, technology, know-how, formulae, trade secrets, trade dress, designs, inventions and other forms proprietary rights and all documentation embodying, representing or otherwise describing any of security the foregoing, owned or held by Seller in connection with the Business (whether or not held the assets described in escrowSections 1.1(d) held or controlled by or for Seller pursuant through 1.1(g) are referred to as the Assigned Home Sale Contracts (“Home Sale Contract Deposits”"Intangible Property Rights"); (e) All patents, copyrights, tradenames, trademarks and service marks of Seller used in the Business (other than "SCC" or "SCC Communications Corp."), all customer and vendor listsof which are set forth on Schedule 1.1(e), and business and financial records, booksall applications therefor, and documents (including any books and records all documentation embodying, representing or documents relating to Taxes imposed on the Purchased Assets), to the extent otherwise describing any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertyforegoing; (f) all rightsAll rights in and to the customer lists, obligationspromotion lists, marketing data and other compilations of names and data developed in connection with the Business, and duties which shall be delivered by or on behalf of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course Buyer at or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits All of Seller's rights in the name of Seller and related to the Owned Real Property computer software programs (including software licensed to Seller) used in connection with the “Assigned Permits”Business or developed or under development by, or on behalf of, Seller in connection with the Business, all of which are identified on Schedule 4.15, including the source code, object code and documentation for such software, in each case to the extent that Seller possesses and has a right to possess and transfer the same; (h) All accounts and notes receivable and unbilled project revenues generated in connection with the Business from and after July 1, 1997 (other than the account receivable from Ramsxx Xxxnty, which is excluded), and all cash received upon the billing and collection thereof, whether on hand, in banks or other depository accounts, or transit, and all negotiable instruments of or made payable to Seller, advanced payments, claims for refunds and deposits and other prepaid items of Seller; (i) All accounts receivable schedules, lists, files, books, publications, and other records and data used in connection with the Business; and (hj) all All causes of Seller’s rights as declarant action, claims, suits, proceedings, judgments or similar capacity under CC&Rs demands, of whatsoever nature, of or held by Seller against any third parties with respect to Associationsthe Business.

Purchased Assets. Upon 1.1.1 On the terms set forth in this Agreement and subject to the conditions hereof and contained in this Agreement, on the provisions of Section 1.6, at the ClosingClosing Date (as such term is hereinafter defined), Seller will shall sell, transfer, assign, convey grant, convey, bargain, set over, transfer and deliver to Buyer, and Buyer will shall purchase and accept acquire from Seller, all right, title the following assets and interest properties of Seller in(hereinafter referred to collectively as the "Purchased Assets"), to and under except any of the following properties (collectively, the “Purchased which are Excluded Assets”):: (ai) subject to Section 1.5, the Landreal property described on Schedule 1.1.1A hereof, together with all structuresinterests in such real property (including, without limitation, leases and contract rights), all buildings, improvementsimprovements and other structures located on such real property, machineryall uses, fixtureseasements and rights-of- way which benefit such real property, and equipment affixed all minerals (surface and subsurface), clays and sands located on, at or attached to the Land below such real property (such assets and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing properties being collectively referred to herein as the “"Owned Real Property”"), but expressly excluding the Removed Real Property; (bii) all tangible personal rights, title and interest of Seller under the leases or subleases of real property owned by or interests in real property (including mineral, sand or clay rights) described on Schedule 1.1.1B hereof (such leases and subleases being collectively referred to herein as the "Leases" and the real property or interests in real property leased or subleased under the Leases being collectively referred to herein as the "Leased Real Property"); (iii) all of the assets and properties of Seller of every kind, nature and used in connection with description which are located at or on any of the Owned Real Property or Leased Real Property, except any such assets or properties which may be disposed of after the date hereof in the ordinary course of business consistent with past practice; (iv) all of the assets and properties (wherever located) set forth in a detailed list of plant and equipment as of the date of this Agreementthe Balance Sheet (as such term is hereinafter defined) prepared from the accounting records of Seller and attached hereto as Schedule 1.1.1C, and all such assets and properties of the Business as may have been acquired by Seller after the date of the Balance Sheet which would be included on a list prepared in like manner from such accounting records as of the Closing Date, except any such assets or properties which have been or may be disposed of since the date of the Balance Sheet in the ordinary course of business consistent with past practice; (v) all accounts, notes and other receivables (including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialsamounts due from distributors or customers of the Business) and any other personal property as is owned by the Sellerrelated deposits, whether located on the Owned Real Property security or with suppliers or others as collateral therefor arising out of the date operations of this Agreement (collectivelythe Business, as the “Personal Property”); (c) the Home Sale Contracts same shall exist as of the Closing Date (the “Assigned Home Sale Contracts”)Date; (dvi) all xxxxxxx money deposits inventories, inventories of parts, raw materials, work in process and other forms of security (whether or not finished goods which are held in escrow) connection with, or used or held for use in the business and operations of, the Business, except any such assets or controlled by or for Seller pursuant to properties which may be disposed of after the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)date hereof in the ordinary course of business consistent with past practice; (evii) all customer drawings, blueprints, specifications, designs and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating data pertaining to Taxes imposed on the Purchased Assets); (viii) all technology, to the extent any of the foregoing know-how, designs, devices, processes, methods, inventions, drawings, schematics, specifications, standards, trade secrets and other proprietary information which are related to held in connection with, or used with respect to or held for use in, the Owned Real Property, Personal Property or manufacture of clay face brick products; (ix) all patents and applications therefor and the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building planslicenses thereto, and all other plans trademarks and specificationstradenames (including, drawings without limitation, "Texas Clay", "Texas Clay Products", "Texas Clay Industries", "Building Better Places, Brick by Brick" and other similar documentsany variations thereof), in each case relating to the Owned Real Property; (f) all rightstrademark and tradename registrations, obligationsservice marks and service mxxx registrations, copyrights and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectivelycopyright registrations, the “Other Contracts” andapplications therefor and the licenses thereto, which are listed or described on Schedule 1.1.1D hereof (such assets and properties being hereinafter collectively referred to as the "Business Property Rights"), together with the Assigned Home Sale Contracts, goodwill and the “Assigned Contracts”)business appurtenant thereto; (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to the conditions hereof and the provisions of Section 1.6Agreement, Network 40 shall, at the Closing, Seller will convey, sell, transfer, assign, convey assign and deliver to BuyerBuyer all of Network 40's right, title and interest in and to all of its assets and properties (real, personal and intangible), including, but not limited to, the items specifically listed and described below and on the schedules attached hereto (but excluding Excluded Assets) (collectively, the "PURCHASED ASSETS"): (i) all merchandise, inventories, materials and supplies of Network 40, including items in transit from vendors and also including guaranties and warranties running to the benefit of Network 40 with regard thereto; (ii) all machinery, equipment, office equipment, furniture, computers, leasehold improvements, fixtures, trade fixtures, supplies and other personal property owned by Network 40 and rights of Network 40 of every kind and description, tangible and intangible, and Buyer will purchase all warranties and accept from Sellerguaranties thereto and rights of action of Network 40 therefor, including, without limitation, all automobiles, trucks, trailers, automotive equipment and other vehicles owned by Network 40, all of which vehicles are described on Schedule 2.2(a)(ii); (iii) all of the right, title and interest of Seller inNetwork 40 or its Affiliates in and to all Intellectual Property Assets of Network 40 which are used in or for the benefit of the business of Network 40; (iv) all leases, to subleases, licenses and/or other occupancy agreements affecting real property described in Schedule 2.2(a)(iv) (individually a "LEASE" and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5"LEASES"), the Land, together with and all structures, buildings, improvements, machinery, fixtures, affixations and equipment affixed or attached to fittings located on the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Propertypremises covered thereby owned by Network 40; (bv) all tangible personal property owned by Seller Contracts, including, without limitation, those listed or described on Schedule 2.2(a)(v) and used in connection with the Owned Real Property as to all Governmental Authorizations listed or described on Part 3.14 of the date Disclosure Letter; (vi) copies of all original files and Records of Network 40, provided, however, that Tax Returns may be copies, to which Network 40 shall have access pursuant to this Agreement; (vii) all Accounts Receivable; (viii) Network 40 as a going concern and the goodwill thereof; and (ix) all other assets, properties, rights and the entire business, of every kind and nature, owned or held by Network 40 or in which Network 40 has an interest (except for the Excluded Assets), known or unknown, fixed or unfixed, xxxxxx or inchoate, accrued, absolute, contingent or otherwise, whether or not specifically referred to in this Agreement, including, specifically, without limitation, all equipmentGovernmental Authorizations, furnituresecurities, tools automobiles, trucks and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationstrailers.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to (including without limitation the conditions hereof and the allocation provisions of Section 1.62.08), at on the Closing, Closing Date Seller will shall sell, assign, transfer, assign, convey and deliver to BuyerPurchaser and Sub (or cause to be sold, assigned, transferred, conveyed and Buyer will delivered to Purchaser and Sub) and Purchaser and Sub shall purchase and accept acquire from Seller, free and clear of any and all Encumbrances whatsoever, all right, title and interest in and to all of Seller in, to and under the following properties (collectively, the “Purchased Assets”"PURCHASED ASSETS"): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and Products; (ii) any the Product Designs; (iii) the Tangible Assets; (iv) the Listed Patent Assets; (v) an undivided one-half interest in the Co-Owned Patents; (vi) the Listed Copyright Assets; (vii) the Mask Work Assets; (viii) the Sold Technology Deliverables; (ix) all worldwide Intellectual Property Rights of Seller in and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; assets described in clauses (bii) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies through (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialsviii) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement above (collectively, the “Personal Property”"INTELLECTUAL PROPERTY ASSETS"); (cx) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits right to enforce confidentiality, non-disclosure, employee invention assignment and other forms of security proprietary rights agreements between Seller and New Hires (whether or not held as defined in escrowSection 6.01(b) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (ebelow) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or Storage Products Business; (xi) all of Seller's rights under the Assigned Seller Contracts, including all Third Party Assets; and (xii) true, accurate and complete copies of Seller’s rights to architectural 's marketing and engineering sales information, pricing, marketing plans, subject to applicable fees for the reuse, signing and sealing of such business plans, water financial and sewer, electrical and building plans, and all other plans and specifications, drawings business projections and other similar documents, in each case relating files and records pertaining specifically to the Owned Real Property; (f) all rightsStorage Products Business, obligations, and duties but excluding any personnel files of any past or present employee of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"BUSINESS RECORDS"); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associations.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the Closing, Seller will sellthe Sellers are selling, transferconveying, assignassigning, convey transferring and deliver delivering to the Buyer, free and clear of all Liens other than Permitted Liens, and the Buyer will purchase is purchasing, acquiring and accept accepting from Sellerthe Sellers, all of the following assets, properties and rights of every nature, kind and description, wherever located, whether tangible or intangible (including goodwill), whether real, personal or mixed, in each case, constituting, owned, held or used in the operation of the Business including the following (but excluding the Excluded Assets) (the “Purchased Assets”). The Purchased Assets include all of the Sellers’ right, title and interest of Seller in, to and under in the following properties assets of the Business: (a) all of the inventory of the Business as of the Closing Date, of every kind and nature and wherever located, including finished goods, work in progress, spare parts, raw materials, supplies (including consumables supplies and fuel supplies), prepaid goods (whether or not in transit as of the Closing Date) that are or are intended to be used by the Business and packaging and shipping materials (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real PropertyInventory”), but expressly excluding the Removed Real Property; (b) all of the equipment (including field equipment, office equipment, telecommunications equipment, data processing equipment), furniture, fixtures, furnishings, machinery, tools, spare and repair parts, computers, computer hardware, computer software, computer components and peripherals, and all other items of tangible personal property owned by Seller and used in connection with of the Owned Real Property Sellers as of the date of this AgreementClosing Date, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods the items described in transit, manufactured and purchased supplies and other materialsSchedule 2.1(b) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal PropertyEquipment”); (c) all of the Home Sale Contracts vehicles owned, leased, held or used in connection with the Business (collectively, the “Vehicles”), which are set forth on Schedule 2.1(c) together with their respective Vehicle Identification Number (VIN); (i) all of the trade accounts receivable and other rights to payment from customers of the Sellers which have accrued as of the Closing Date Date, and the full benefit of all security for such accounts or rights to payments, including all trade accounts receivable representing amounts receivable in respect of goods shipped, products sold or services rendered to customers of Sellers, (ii) all other accounts or notes receivable of Sellers and the full benefit of all security for such accounts or notes and (iii) any claim, remedy or other right related to any of the foregoing (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract DepositsAccounts Receivable”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documentsdescribed on Schedule 2.1(e), in each case relating along with and subject to the Owned Real Propertyapplicable easements, privileges, rights and appurtenances and rights-of-way set forth in the Owners’ Policies; (f) [Intentionally left blank] (g) all rights, obligationsof the Leases listed on Schedule 2.1(g) (the “Assigned Leases”), and duties all leasehold interests of Seller arising out of Contracts relating to the construction of Housing Units Sellers in the Ordinary Course or otherwise Leased Real Property thereunder; (h) the Contracts (including the Capital Lease) listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing2.1(h) (collectively, the “Other Contracts” and, together with the Assigned Home Sale ContractsLeases, the “Assigned Contracts”); (gi) all Permits of the Books and Records; (j) all Intellectual Property used in the name Business including that listed on Schedule 2.1(j) and (i) all goodwill associated therewith, (ii) all licenses and sublicenses granted to and obtained by Sellers with respect thereto, (iii) all income, royalties, damages, remedies and payments due or payable from and after the Closing, including damages, remedies and payments for past, present or future infringements or misappropriations thereof and the right to xxx and recover for past, present or future infringements or misappropriations thereof, and (iv) all corresponding rights, including rights to protection of Seller and related interests therein, that now or hereafter may be secured throughout the world under all applicable Law (collectively, the “IP Assets”); (k) to the Owned Real Property extent transferable or assignable, all of the Permits used in the Business, including the Permits listed on Schedule 2.1(k); (l) Sellers’ interest, if any, in all telephone numbers and the facsimile numbers of the Sellers owned, held or used in the Business that are set forth on Schedule 2.1(l); provided that any mobile telephone numbers associated with an Employee that is not hired by the Buyer shall be retained by the Sellers; (m) all claims, deposits, credits, prepayments (including prepaid expenses, rentals or premiums), security, refunds, causes of action, rights of recovery, rights of set-off, rights of recoupment and charges (including any such item relating to the payment of Taxes), relating to the Business, the Purchased Assets or the Assumed Liabilities; (n) the benefit of and all of the Sellers’ rights under any warranties, indemnities, covenants (including confidentiality, non-competition, non-solicitation and other restrictive covenants) and all similar rights against third parties relating to the Business or the Purchased Assets; (o) all goodwill and the going concern value of the Business; (p) the names “Assigned Permits”Alliance Drilling Fluids,” “Xtreme Specialty Products,” and “Prop-Tech Services” and all translations, transliterations, adaptations, combinations and derivations thereof; (q) the bank accounts, deposit accounts, lock boxes and other accounts and post office boxes of the Sellers listed on Schedule 2.1(q), including all cash on deposit in such accounts as of the Effective Time; provided that the Excluded Account and any cash on deposit therein shall be specifically excluded and shall constitute an Excluded Asset; and (hr) all of Seller’s rights as declarant other property and assets, real or similar capacity under CC&Rs with respect personal, tangible or intangible, owned, used or held for use in or relating to Associationsthe Business.

Purchased Assets. Upon the terms set forth in this Agreement and subject Seller hereby agrees to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfercontribute, assignconvey, convey transfer and deliver assign to BuyerPurchaser, free and clear of all Liens except Permitted Liens, and Buyer will Purchaser hereby agrees to purchase and accept from Seller, effective as of the Effective Time, all right, title and interest of the assets of Seller inother than the Excluded Assets, to and under including the following assets, properties and rights (collectively, the “Purchased Assets”): (a) subject to Section 1.5all fixed assets, the Landincluding furniture, together with all structures, buildings, improvements, machineryfurnishings, fixtures, leasehold improvements, office equipment, telecommunications equipment, computer systems, mobile equipment and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all other tangible personal property owned by Seller and or used or held for use in connection with the Owned Real Property as conduct of the date Business, including the items listed or described in Schedule 1.1(a) of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement ’s Disclosure Letter (collectively, the “Owned Personal Property”); (cb) the Home Sale Contracts all interests of Seller under (i) that certain Office Lease, dated August 7, 2015, by and between Highwoods Realty Limited Partnership and Seller, as of the Closing Date amended by that First Amendment to Lease Agreement, dated April 26, 2017 (the “Assigned Home Sale Office Lease”), (ii) the Management Agreement and (iii) the other Contracts set forth on Schedule 1.1(b) of Seller’s Disclosure Letter (collectively, the “Assumed Contracts”); (c) all files and records (other than Excluded Records), including but not limited to files and records relating to (i) the REIT, Purchaser and the operations of the business of the REIT and Purchaser, (ii) the Purchased Assets; (iii) all Tax Returns, Tax filings or other Tax records not specifically treated as Excluded Assets in Section 1.2; (iv) liabilities assumed by Purchaser pursuant to this Agreement; (v) all supplier files, asset ledgers and financial records; (vi) all relationships with self-storage developers and other customers of the REIT; and (vii) to the extent permitted by Applicable Law, Continuing Employees, including copies of all personnel files of Continuing Employees, in each case, with respect to the Business (the “Files and Records”); (d) all xxxxxxx money deposits to the extent transferable or assignable by their terms and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to Applicable Law, all licenses, permits, approvals, authorizations, registrations, certificates, variances or similar rights issued by any Governmental Authority for the Business, including those set forth on Schedule 1.1(d) of Seller’s Disclosure Letter (the “Assigned Home Sale Contracts (“Home Sale Contract DepositsPermits”); (e) all customer and vendor listsaccounts receivable of the Business outstanding as of the Effective Time, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets)including, to the extent any not paid as of the foregoing are related to or used with respect to the Owned Real PropertyEffective Time, Personal Property or the Assigned Contracts, including all those set forth on Schedule 1.1(e) of Seller’s rights to architectural and engineering plans, subject to applicable fees for Disclosure Letter (the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property“Accounts Receivable”); (f) all rightsprepayments, obligations, prepaid expenses and duties of deposits paid by Seller arising out of Contracts relating with respect to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule Business, including lease, security and utility deposits and prepayments under any Assumed Contract (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsPrepaid Items”); (g) all Permits in the name rights of Seller and related to the Owned Real Property (the “Assigned Permits”); andunder non-disclosure or confidentiality, non-compete, or non-solicitation agreements with Employees or with third parties; (h) all Employee Plans and trusts and other assets attributable thereto; (i) all Seller Insurance Policies and insurance benefits, including rights and proceeds, arising therefrom, and all other insurance benefits, including rights and proceeds arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (j) all claims of Seller against third parties arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities (including rights and proceeds arising therefrom); (k) all Intellectual Property owned, licensed, used or held for use by Seller in connection with the operation of the Business, including the software, websites, domain names, forms and tradenames set forth on Schedule 3.14(a) of Seller’s rights as declarant Disclosure Letter (collectively, the “Seller Intellectual Property”); (l) all goodwill relating to the Business; and (m) all other assets or similar capacity under CC&Rs with respect interests (other than Excluded Assets) to Associationswhich Seller or any of its Affiliates has any right by ownership, use or otherwise, or in which Seller has a conveyable or assignable interest on the Closing Date and which relate to the Business.

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof ---------------- contained in this Agreement, on the Closing Date, Buyer shall purchase from Seller or Shareholder, and the provisions of Section 1.6, at the Closing, Seller will or Shareholder shall sell, transferconvey, assign, convey transfer and deliver to Buyer, free and clear of all Liens (except for the Permitted Encumbrances and the Assumed Liabilities) by appropriate special warranty deeds, bills of sale, assignments and other instruments reasonably satisfactory to Buyer will purchase and accept from Sellerits counsel, all rightassets, title properties, rights, titles and interest interests of every kind and nature owned or leased by Seller inor Shareholder (including indirect and other forms of beneficial ownership) as of the Closing Date, to which are used in or otherwise associated with the Business (including, without limitation, all assets located on the premises of the Business), whether tangible, intangible, real or personal and under wherever located and by whomever possessed, including, without limitation, all of the following properties assets used in or otherwise associated with the Business, but excluding all Excluded Assets (collectively, the “"Purchased Assets”):"): ---------------- (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and Accounts Receivable; (ii) any all prepayments and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Propertyprepaid expenses; (biii) all tangible personal property interests in real estate (including, without limitation, land, buildings, fixtures, fittings and improvements thereon, and easements, licenses, rights of way, permits, and the other appurtenants thereto, including appurtenant rights in and to public streets, whether or not vacated), whether owned in fee, leased (except as set forth in Section 2.01(b)), subleased or otherwise owned by Seller or Shareholder and used in connection with the Owned Real Property as operation of the date of this AgreementBusiness; (iv) all inventory, includingraw materials, specifically, without limitation, all equipment, furniture, tools manufactured and supplies (including all construction materialspurchased parts, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other packaging materials) , and any other personal property as is owned by the all growing stock and Day Lilly clumps located at Seller, whether located on the Owned Real Property 's Illinois facilities or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)in transit to Seller's South Carolina facilities; (cv) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)all fixed assets, including all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, automobiles, trucks, tractors, trailers and other vehicles, spare parts and supplies, computers and all related equipment, telephones and all related equipment and all other tangible personal property; (dvi) all xxxxxxx money deposits rights existing under supply and distribution agreements and arrangements, sales and purchase agreements and orders, under all Contracts, agreements and arrangements entered into in the ordinary course of business in a manner consistent with past custom and practice including, without limitation, those listed on the attached "Contracts Schedule" and ------------------ the attached "Leases Schedule"; --------------- (vii) all distribution systems and networks (including, without limitation, all rights to employ sales representatives) and all rights to hire employees; (viii) all lists and records pertaining to customers (whether past or current), suppliers, distributors, personnel and agents and all other forms books, ledgers, files, documents, correspondence, computer programs, studies, reports, creative and advertising materials, business records and all other printed or written material of security every kind and nature; (ix) all claims, deposits, prepayments (including, without limitation, payments received for goods not yet delivered by Seller), warranties, guarantees, refunds, causes of action, rights of recovery, rights with respect to cash advances or other loans to employees, rights of set-off and rights of recoupment of every kind and nature, other than those relating exclusively to Excluded Assets or Excluded Liabilities; (x) all patents, patent applications, patent disclosures and inventions (whether or not held in escrow) held patentable and whether or controlled by or not reduced to practice); all registered and unregistered statutory and common law copyrights; all registrations, applications and renewals for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing; all trade secrets, confidential information, ideas, formulae, compositions, know-how, manufacturing and production processes and techniques, research and development information, drawings, specifications, designs, plans, improvements, proposals, technical and computer data, financial, business and marketing plans, and customer and supplier lists and related information; all license agreements and sublicense agreements to and from third parties relating to any of the foregoing; all other proprietary rights (including, without limitation, all computer software and documentation); and all copies and tangible embodiments of the foregoing (in whatever form or medium) (all of the foregoing (other than items constituting Excluded Assets) are related referred to herein as the "Proprietary Rights"); all income, royalties, damages and ------------------- payments due at Closing or used thereafter with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, Proprietary Rights and all other plans rights thereunder including, without limitation, damages and specificationspayments for past, drawings present or future infringements or misappropriations thereof, the right to xxx and recover for past, present or future infringements or misappropriations thereof; all rights to use all of the foregoing forever and all other rights in, to, and under the foregoing in the United States of America; (xi) all permits, licenses, franchises, orders, registrations, certificates, variances, approvals and similar rights obtained from governments and governmental agencies, including, without limitation, those listed on the attached "Licenses Schedule" and all data and records ----------------- pertaining thereto; (xii) all trademarks, service marks, trade names, trade dress, logos and corporate names and all goodwill associated therewith; (xiii) all goodwill as a going concern and associated with the Business and the Purchased Assets; (xiv) all insurance, warranty and condemnation proceeds received after the Closing Date with respect to damage, non-conformance of or loss to the Purchased Assets; (xv) all rights to receive mail and other similar documents, in each case communications addressed to Seller and relating to the Owned Real Property; (f) all rightsBusiness or the Purchased Assets including, obligationswithout limitation, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Accounts Receivable payments; and (hxvi) all of Seller’s rights books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or written materials, except as declarant or similar capacity under CC&Rs with respect to Associationsset forth in Section 2.01(b) (v) hereof.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, at as of the Closing, Seller will Buyer shall purchase from the Company, and the Company shall sell, assign, transfer, assign, convey and deliver to Buyer, free and Buyer will purchase and accept from Sellerclear of all Encumbrances other than Permitted Encumbrances, all of the Company’s right, title and interest of Seller in, to and under the following properties assets (collectivelyi) exclusively used or held for use in the operation of the Business, or (ii) otherwise described on Exhibit A (collectively the “Purchased Assets”):), including without limitation the following assets: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and Assumed Contracts; (ii) any and all air rightsIntellectual Property used or held for use exclusively in the Business, subsurface rights, development rights, and water rights appurtenant to including without limitation the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Propertyassets set forth on Exhibit A2; (biii) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipmentfixed assets, furniture, tools and supplies (including all construction materialsequipment, work-in-processcomputers, finished goods, goods in transit, manufactured and purchased supplies computer equipment and other materialstangible property used or held for use primarily in the Business, including without limitation those set forth on Exhibit A3; (iv) copies of all subscriber, prospects and any other personal property as is owned by vendors lists used or held for use in the SellerBusiness; (v) copies of business, whether located on accounting, and financial records used or held for use in the Owned Real Property or with suppliers or others as operation of the date of this Business as set forth in the Transition Services Agreement (collectively, the “Personal Property”as defined below); (cvi) all accounts receivable of the Home Sale Contracts Business as of the Closing Date Date; Table of Contents (vii) all paper inventory used or held for use in the “Assigned Home Sale Contracts”)Business, as of the Closing Date; (dviii) all xxxxxxx money deposits advertising insert orders and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant advertising contracts exclusively related to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Business, in effect as of the Closing Date; (eix) all customer subscriptions to TV Guide Magazine, in effect as of the Closing Date; (x) all of the Company’s right, title and vendor listsinterest to content (textual, photographic or other) as published in TV Guide Magazine since its inception, provided, that listings data shall not be considered Purchased Assets; (xi) all physical copies of TV Guide Magazines and business and financial recordsall other archived materials stored in the archive room at the offices of the Company in Radnor, booksPennsylvania, and documents (including any books and records or documents relating to Taxes imposed on provided, that the Purchased Assets), Assets shall not include one physical copy of each edition (to the extent any there is more than one available) of the foregoing are related to or used with respect TV Guide Magazines and one copy of other archived materials (to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other extent there is more than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”one available); and (hxii) all pre-paids and deposits to the extent relating to the Business as of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Closing Date, including without limitation postage and premiums, provided, that the Letter of Credit for the New York City facility shall not be considered a Purchased Asset.

Purchased Assets. Upon (a) At the terms set forth in this Agreement and Closing, subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the Closing, Seller EXACT will sell, transferconvey, assign, convey transfer and deliver to BuyerGenzyme, and Buyer Genzyme will purchase and accept from SellerEXACT, all rightof EXACT’s rights, title and interest of Seller in, interests in and to and under the following properties assets (collectively, the “Purchased Assets”): (ai) subject to Section 1.5the Transferred Technology, the Land, together with including all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements Actions and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging to xxx at law or in equity for any way appurtenant past or future infringement or other impairment of any of the Transferred Technology and the right to the Land; receive all proceeds and damages therefrom; (ii) any all of EXACT’s rights under the Transferred In-License Agreement and all air rights, subsurface rights, development rights, contracts and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise licenses listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing2.1(a)(ii) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (giii) all Permits in Supporting Materials; (iv) all of EXACT’s rights under any confidentiality agreement relating to any of the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Purchased Assets; and (hv) all claims of EXACT against Third Parties relating to any Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or otherwise. Notwithstanding any other provision of this Agreement, the transfer of the Purchased Assets pursuant to this Agreement (the “Sale”) will not include the assumption of any liabilities except those Genzyme expressly assumes pursuant to Section 2.3. (b) All assets of EXACT other than the Purchased Assets (collectively, the “Retained Assets”) are not part of the Sale, and are not being transferred to Genzyme pursuant to this Agreement. For the avoidance of doubt, the Retained Assets include, but are not limited to: (i) all of SellerEXACT’s cash, cash equivalents and short-term investments; (ii) all minute books, stock records and corporate seals of EXACT; (iii) all real property assets, including leasehold rights, of EXACT; (iv) all of EXACT’s plant and equipment; (v) all of EXACT’s rights as declarant under contracts other than the Assigned Contracts; (vi) all of EXACT’s personnel records; and (vii) all Intellectual Property Rights owned or similar capacity under CC&Rs with respect in-licensed by EXACT that are not included in the Transferred Technology, including the Patent Rights listed on Schedule 2.1(b)(vii) (plus all Patent Rights first filed after the Effective Date that claim priority (direct or indirect, in whole or in part) to Associationsany such Patent Rights).

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, Sellers shall, at the Closing, Seller will sell, transfer, convey, assign, convey grant and deliver to BuyerPurchaser and Purchaser shall, and Buyer will at the Closing, purchase and accept acquire from SellerSellers, free and clear of all Liens (except as set forth on Schedule 2.1), all right, title and interest in and to all properties, rights, interests, tangible and intangible assets of Seller in, to and under the following properties Sellers (collectively, other than Excluded Assets) (the “Purchased Assets”):), including without limitation: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and FF&E; (ii) any all Receivables; (iii) all Inventory; (iv) Purchased Contracts; (v) all patents, copyrights, trademarks and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land service marks (all of the foregoing being collectively referred to herein as the “Owned Real Property”whether registered or unregistered), but expressly excluding all names (and variations thereof), all assumed fictional business names and trade names, including without limitation, the Removed items set forth on Schedule 2.1(v) hereto; (vi) all other Intellectual Property, including without limitation the Intellectual Property described on Schedule 2.1(vi); (vii) all design tools, order management and other management tools, manufacturing tools and test equipment, including laboratory testing equipment, whether located at the facilities of Color Edge Visual, Photobition or the facilities of a third party; (viii) all Sellers Advance Payments, Sellers Customer Deposits, Sellers Customer Prepayments and LC Deposits; (ix) the Leased Real Property; (bx) all tangible personal property owned Books and Records; provided however that Seller shall be entitled to retain a copy thereof (subject to Section 2 of the Noncompetition Agreement executed by Seller each Seller) (xi) to the extent transferable, all Licenses from any Governmental Authority relating to the operation of the Business; (xii) all rights in and used sponsorship of the Assumed Benefit Plans and any associated funding media, assets, reserves and credits, the benefit of the insurance policies and service agreements in relation to the Assumed Benefit Plans and all Books and Records in connection with the Owned Real Property as Assumed Benefit Plans; (xiii) to the extent transferable, all insurance policies held by Sellers or that may have been issued to Sellers and in effect at any time during Sellers’ operation of the date of this AgreementBusiness, including, specifically, including without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Leased Real Property or with suppliers or others as Property, including the right to any proceeds thereunder other than rights under the Sellers’ Policies covering Excluded Liabilities which shall be paid for the benefit of the date of this Agreement (collectively, the “Personal Property”)Shareholders; (cxiv) the Home Sale Contracts as all guarantees, warranties, indemnities and similar rights in favor of any Seller or any of the Closing Date (the “Assigned Home Sale Contracts”)Purchased Assets; (dxv) all xxxxxxx money deposits telephone and other forms of security (whether or facsimile numbers, post office boxes, and bank accounts but not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)cash contained therein that is an Excluded Asset; (exvi) all customer domain names and vendor listsInternet addresses, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used content with respect to the Owned Real Property, Personal Property or the Assigned ContractsInternet websites, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, content in each case relating to the Owned Real Propertyits electronic form; (fxvii) all rights, obligationsclaims, and duties causes of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)action against any Person; (gxviii) all Permits in goodwill of the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Business; and (hxix) all other tangible or intangible property, rights and assets of Seller’s rights as declarant or similar capacity under CC&Rs with Sellers other than Sellers Claims. With respect to Associationsany Purchased Asset both (i) of a type not described in clauses (i) through (xviii) above and (ii) not reflected on the Closing Date Balance Sheet, if such asset has specifically related Liabilities, Purchaser at its option shall either (x) expressly accept such asset and assume the related Liabilities or (y) reject such asset as a Purchased Asset, in which case it shall remain an asset of Sellers, provided, that in no event shall Purchaser assume or be deemed to assume any Excluded Liabilities hereunder unless it expressly accepts such asset.

Purchased Assets. Upon The Purchased Assets are: (a) All of the terms billboard displays and other out-of-home advertising structures set forth and described in this Agreement and subject the Master Disclosure Schedule ("MDS") attached hereto, together with all necessary panels, moldings, components, assigned rights to the conditions hereof and the provisions of Section 1.6walls, at the Closingsections, Seller will sellfixtures, transferparts, assign, convey and deliver to Buyerappurtenances, and Buyer will purchase and accept from Sellerequipment attached to or made a part thereof, including, for illuminated structures, all rightelectrical components, title wiring, and interest of lighting components associated therewith that are existing, under construction or for which Seller in, to and under the following properties has any rights (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”"Structures"), but expressly excluding the Removed Real Property; (b) All leases, licenses, easements, other rights of ingress or egress, occupancy agreements, and all tangible personal other grants of the right to place, construct, own, operate or maintain the Structures on land, buildings and other real property owned by third parties, and all extensions, modifications, or renewals thereof and rights therein (except for any claims for reimbursement of taxes or other similar items relating to taxes paid by Seller and used in connection with for the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialsperiod prior to Closing) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”"Site Leases"), which Site Leases are set forth and described in the MDS; (c) All rights under existing and pending sales and advertising contracts associated with the Home Sale Contracts Structures and all rights, title and interest to the advertising copy displayed on the Structures as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and except for any claims for reimbursement of taxes or other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents similar items relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees taxes paid by Seller for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold period prior to the Closing) (collectively, the “Other Contracts” and"Advertising Services Agreements"), together with the Assigned Home Sale Contracts, the “Assigned Contracts”)which Advertising Services Agreements are set forth and described on Exhibit B attached hereto; (gd) All state and local licenses or permits/tags which Seller has with respect to the Structures and, to the extent assignable, all other Governmental Authorizations that are required for the operation of the Structures that Seller has with respect to the Structures, including, without limitation, all Governmental Authorizations to erect and maintain the Structures or to occupy any sites covered by the Site Leases (collectively, the "Permits"), which Permits are set forth and described in the name of Seller MDS; (e) All Books and related to the Owned Real Property (the “Assigned Permits”)Records; and (hf) All rights (including any benefits arising therefrom), causes of action, claims and demands of whatever nature (whether or not liquidated) relating to the Purchased Assets, including, without limitation, condemnation rights and proceeds, and all rights against suppliers under warranties that Seller has covering any of Seller’s rights as declarant the Purchased Assets (except for any claims for reimbursement of taxes or other similar capacity under CC&Rs with respect items relating to Associationstaxes paid by Seller for the period prior to Closing) .

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6set forth in this Agreement, at the Closing, Seller will shall sell, transferconvey, assign, convey transfer and deliver assign to Buyer, free and clear of all Encumbrances, and Buyer will shall purchase and accept acquire from Seller all of Seller, all 's right, title and interest of Seller in, to and under all of the following assets, properties and rights of every kind and nature (other than the Excluded Assets) of Seller (collectively, the “"Purchased Assets”):"), including all of Seller's right, title and interest in and to any of the following: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixturesaccounts or notes receivable held by Seller, and equipment affixed any security, claim, remedy or attached other right related to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”("Accounts Receivable"), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-processinventory, finished goods, goods raw materials, work in transit, manufactured progress and purchased supplies and other materials) and any other personal property as is owned by packaging materials of Seller (the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”"Inventory"); (c) the Home Sale Contracts as of the Closing Date all supplies, machinery, equipment, computers, furnishings, tools, and other tangible personal property (except Inventory) (the “Assigned Home Sale Contracts”"Tangible Personal Property"); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts; provided, that since Seller has agreed to provide copies of the potential Assigned Contracts only after the Closing (“Home Sale Contract Deposits”and shall provide such Contracts within the two (2) Business Day period following the Closing);, Buyer will determine within thirty (30) days of receipt which such potential Assigned Contracts it wishes to have assigned and assumed, and any such Assigned Contracts will thereafter be transferred by Seller (without payment of any additional amount by Buyer) by means of an additional Assignment and Assumption Agreement executed after the Closing but effective as of the Closing. (e) all customer and vendor liststhe Seller Intellectual Property, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed the Intellectual Property listed on the Purchased AssetsSchedule 4.11(a), the Specified Trademarks and the name of Seller (subject to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, license set forth in each case relating to the Owned Real PropertySection 11.2); (f) all rightsPermits which are held by Seller, obligations, and duties of Seller arising out of Contracts relating to including the construction of Housing Units in the Ordinary Course or otherwise Permits listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”4.7(b); (g) all Permits in the name claims of Seller and related against Third Parties relating to the Owned Real Property (Purchased Assets or the “Assigned Permits”); andAssumed Liabilities, whether actual or contingent, matured or unmatured, known or unknown; (h) all rights of Seller’s rights as declarant or similar capacity Seller to insurance benefits payable under CC&Rs any insurance policy of Seller with respect to Associationsany damage to Purchased Assets that exists on the Closing Date; (i) all rights of Seller under and assets attributable to the Seller 401(k) Plan, including its sole and complete discretion as to profit sharing bonus contributions thereunder (for the avoidance of doubt, the payments required to be made by Buyer pursuant to Section 11.7 are not discretionary); (j) all rights and assets of Seller under or attributable to Seller FSA Plan (including the excess (if any) of the aggregate accumulated contributions to the flexible spending reimbursement accounts under the Seller FSA Plan made during 2017 to the Closing Date by Transferred Employees over the aggregate reimbursement payments made during 2017 to the Closing Date from such accounts to such Transferred Employees); (k) all rights and assets of Seller under or attributable to Seller HRA Plan; (l) the Seller Books and Records; and (m) to the fullest extent possible under applicable Law, all defenses, counterclaims and other rights of Seller with respect to any matter described in Schedule 2.3(f) (and if any such rights are retained by Seller under applicable Law, then Seller shall preserve and not waive such retained rights).

Purchased Assets. Upon Pursuant to the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6set forth herein, at the Closing, Seller will Buyer shall purchase, and the Company shall sell, transferconvey, assign, convey transfer and deliver to Buyer, all of the assets, properties, rights, titles and Buyer will purchase interests, other than the Excluded Assets, of every kind or nature owned, leased, licensed or otherwise held by the Company (including indirect and accept from Sellerother forms of beneficial ownership) as of the Closing Date, whether tangible, intangible, real, personal or mixed and wherever located, free and clear of all rightLiens, title and interest including all of Seller in, to and under the following properties assets (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreementproperty, includingincluding all machinery, specificallyequipment, without limitationmolds, all equipmenttools, spare parts, furniture, tools accessories, office materials, packaging and supplies shipping materials, office equipment, personal computers, telephone units, facsimile machines, file cabinets, artwork and drawings and other tangible personal property, including those items listed on Schedule 1.1(a)(i); (including ii) all construction raw materials, work-in-processprogress, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Sellerinventories, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement wherever situated (collectively, the “Personal PropertyInventory”); (ciii) subject to Section 1.1(b) and Section 1.3, all rights existing under the Home Sale Contracts as Assumed Contracts; (iv) all rights to the employment of the Closing Date employees of the Company; (v) all rights existing under any Contracts between the “Assigned Home Sale Contracts”Company (or its Affiliates) and any of the Company’s employees or Contingent Workers, in each case, relating to confidentiality, intellectual property rights or restrictive covenants, including without limitation, covenants not to solicit or compete; (vi) all deposits, prepayments and prepaid expenses or other similar current assets set forth on Schedule 1.1(a)(vi); (dvii) all xxxxxxx money deposits claims, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and other forms rights of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer recoupment of every kind and vendor lists, and business and financial records, books, and documents nature (including any books and records or documents relating rights to Taxes imposed on the Purchased Assetsinsurance proceeds), to the extent except for any of the foregoing are related to or used with respect to the Owned Real Property, Personal extent they relate to Excluded Assets or Excluded Liabilities; (viii) all Intellectual Property or of the Assigned ContractsCompany; (ix) all Permits; (x) all books and records, including ledgers, correspondence, lists, studies and reports and other printed or written materials, including, without limitation, all of Seller’s rights lists and records pertaining to architectural customers, personnel, agents, suppliers, distributors and engineering planspricing, subject to applicable fees for the reusepurchase and sale records, signing quality control records, research and sealing of such plansdevelopment files, water files and sewerdata, electrical company manuals and building plansother business related documents and materials, whether written, electronic or otherwise, and all other plans telephone and specifications, drawings facsimile numbers and other similar documents, in each case relating to the Owned Real Propertyinternet access (including email) accounts; (fxi) all rights, obligations, and duties other assets of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course any kind or otherwise listed on Section 1.1(f) nature of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Company; and (hxii) all of Seller’s rights as declarant or similar capacity under CC&Rs insurance, warranty and condemnation net proceeds received after the Closing Date with respect to Associationsdamage, non-conformance of or loss to the Purchased Assets.

Purchased Assets. Upon At the Closing, and upon the terms set forth in this Agreement and subject to the conditions hereof set forth herein and in the provisions Sale Order and, with respect to the Sellers, subject to the approval of Section 1.6the Bankruptcy Court pursuant to sections 363 and 365 of the Bankruptcy Code, at the Closing, Seller will Sellers shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer will purchase shall purchase, acquire and accept from Sellerthe Sellers, all of the right, title and interest of Seller each of the Sellers as of the Closing, free and clear of all Liens (other than Permitted Liens and Assumed Liabilities), in, to and under, all of the Purchased Assets. The Purchased Assets shall include Sellers’ rights, titles and interests in, to and under each of the following properties (collectively, of the “Purchased Assets”):Sellers as of the Closing: (a) subject to Section 1.5other than the Excluded Cash, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easementscash, privileges money orders, third-party checks, wire transfers and rights belonging any other funds of the Sellers, commercial paper, marketable securities, demand deposits, reserves for Taxes, certificates of deposit and other bank deposits, deposits of any Seller with any third-party (including any vendor, manufacturer, customer, utility or in any way appurtenant to the Land; landlord or other cash deposits for rent, electricity, telephone or otherwise), treasury bills, and other cash equivalents and liquid investments and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyAcquired Bank Accounts; (b) all tangible personal property owned by Seller deposits, credits, and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools prepaid charges and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)expenses from whatever source paid; (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)all accounts receivable; (d) all xxxxxxx money deposits and Avoidance Actions other forms of security than those claims set forth on Schedule 2.1(s) that constitute Avoidance Actions (whether or not held in escrow) held or controlled by or for Seller pursuant to collectively, the Assigned Home Sale Contracts (“Home Sale Contract DepositsExcluded Avoidance Actions”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property[Reserved]; (f) all rightsroyalties, obligationsadvances, prepaid assets, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)current assets; (g) all Permits machinery, furniture, fixtures, furnishings, equipment, and other tangible personal property owned or used or held for use by the Sellers in the name conduct of Seller the Business, including all artwork, desks, chairs, tables, hardware, copiers, telephone lines and related to the Owned Real Property (the “Assigned Permits”); andnumbers, facsimile machines and other telecommunication equipment, cubicles and miscellaneous office furnishings and supplies; (h) all rights of any Seller under or pursuant to all warranties, representations and guarantees, including those made by suppliers, manufacturers and contractors or any other third party to and for the benefit of any Seller’s ; (i) except as set forth in Section 2.2(g), all current and prior insurance policies, to the extent transferable, and all rights as declarant and benefits of any nature of Sellers with respect thereto, including all insurance recoveries or similar capacity under CC&Rs proceeds thereunder and rights to assert claims with respect to Associationsany such insurance recoveries or proceeds; (j) all Permits, including those listed on Schedule 2.1(j), to the extent transferable or assignable under Law; (k) all Assumed Contracts; (l) all Documents (other than Excluded Documents); (m) all Acquired Intellectual Property and all of Sellers’ rights to institute and pursue Proceedings against third parties for past, present and future infringement, misappropriation or dilution of any of the foregoing, or other conflict therewith, and all of the Sellers’ rights to recover damages or lost profits in connection with any of the foregoing; (n) all Equity Interests of the Foreign Subsidiaries owned by the Sellers; (o) all rights under non-disclosure or confidentiality, non-compete or non- solicitation agreements with current or former employees and non-employee agents of any Seller or with third parties (including any non-disclosure or confidentiality, non-compete, or non- solicitation agreement entered into in connection with the Auction); (p) any interest in any internet websites, URLs or internet domain names, and any applications and registrations pertaining thereto; (q) any loans owed to any Seller by any current or former employee, officer or director of any Seller; (r) the sponsorship of all Assumed Benefit Plans and all right, title and interest in any assets thereof or relating thereto; (s) all Claims, other than the Claims set forth on Schedule 2.1(s), that the Sellers may have against any Person, including (i) all other rights, claims, causes of action, rights of recovery, rights of set-off, and rights of recoupment as of the Closing of any Seller, in each case, arising out of or relating to events occurring on or prior to the Closing Date (and any proceeds paid from all current and prior insurance policies), and (ii) all claims that any Seller may have against any Person with respect to any other Purchased Assets or any Assumed Liabilities; (t) all other assets or rights of every kind and description of Sellers as of the Closing related to the Business, wherever located, whether real, personal or mixed, tangible or intangible that are not Excluded Assets; and (u) all goodwill related to the foregoing.

Purchased Assets. Upon At the Closing, and upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at the Closingthis Agreement, Seller will sellshall, transferand/or shall cause its applicable Affiliates to, assign, convey sell and deliver assign to BuyerBuyer and/or its designated Affiliates, and Buyer will shall, and/or shall cause its designated Affiliates to, purchase and accept from SellerSeller and/or its applicable Affiliates, all of Seller’s and/or its Affiliates’ right, title and interest of Seller in, existing on the Closing Date in and to and under the following properties assets, free and clear of Encumbrances, other than Permitted Encumbrances (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and/or its Affiliates’ Product Registrations as expressly identified and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, set forth in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the ClosingExhibit 2.1(a)(i) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsTransferred Registrations”); (gii) all Permits in the name of Seller and related Seller’s and/or its Affiliates’ Product Registration Data to the Owned Real Property extent specifically relating to and in support of the Transferred Registrations which, to Seller’s Knowledge, are identified and set forth in Exhibit 2.1(a)(ii) (collectively, the “Assigned PermitsTransferred Registration Data”) including, without limitation, rights to data compensation associated therewith; (iii) Seller’s and/or its Affiliates’ trademarks as expressly identified and set forth in Exhibit 2.1(a)(iii) (collectively, the “Transferred Trademarks”); (iv) Seller’s and/or its Affiliates’ know-how specifically relating to the formulation of formulated Products, as expressly identified on Exhibit 2.1 (a) (v)(collectively, the “Transferred Know-How”) ; (v) Seller and/or its Affiliates’ books, records and files, including without limitation, customer lists, sales and marketing information, sales records, pricing information, incentive programs, distribution programs, supply information, and all efficacy data to the extent specifically relating to Seller’s and/or its Affiliates’ sales of Products; (vi) Seller’s and/or its Affiliates’ rights under the Transferred Contracts; and (hvii) all of Seller’s and/or its Affiliates’ rights under customer orders for Products received by Seller for which title has not passed to customer as declarant or similar capacity under CC&Rs with respect to Associationsof the Closing.

Purchased Assets. Upon the terms set forth in this Agreement The assets to be purchased and subject to the conditions hereof and the provisions of Section 1.6, sold at the ClosingClosing (the "Purchased Assets") shall consist of all of the assets and business (other than the Excluded Assets specified in Section 1.3(b) below) owned by Seller of every kind, Seller will sellcharacter and description, transferwhether tangible, assignreal, convey and deliver to Buyerpersonal or mixed, and Buyer will purchase and accept from Sellerwheresoever located, all right, title and interest whether carried on the books of Seller inor not carried in such books due to having been expensed, to and under fully depreciated or otherwise. The Purchased Assets shall include without limitation the following properties (collectivelyexcept in each such case, as are expressly included in the “Purchased Excluded Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easementstechnologies, privileges know-how, patents, service marks, copyrights, trademarks, tradenames and similar intellectual property rights belonging and assets including without limitation those identified or in any way appurtenant referred to the Land; on SCHEDULE 1.3(A) attached hereto and made a part hereof; (ii) any all accounts receivable and all air rightsor other rights to receive payment owing to Seller ("Accounts Receivable") on the Closing Date (as defined below), subsurface rights, development rights, and water rights appurtenant to the Land including without limitation those listed on SCHEDULE 1.3(A); (iii) all of the foregoing being collectively referred to herein as inventories of products, work-in-progress, supplies and materials owned by Seller on the “Owned Real Property”Closing Date ("Inventory"), but expressly excluding including without limitation the Removed Real PropertyInventory listed on SCHEDULE 1.3(A), which Schedule classifies the Inventory by category, quantity and item description; (biv) all tangible personal property owned by Seller Seller, including without limitation furniture, fixtures, tools, machinery and used in connection with the Owned Real Property as equipment, computers, computer software, data bases, computer disks, drives and other data storage equipment and information, telephone systems, file cabinets and desks (collectively, "Tangible Personal Property"); (v) all of the date Seller's rights in, to and under all contracts of this AgreementSeller, includingincluding without limitation those identified on SCHEDULE 1.3(A); (vi) all of Seller's rights in, specifically, without limitation, to and under all equipmentleases of tools, furniture, tools machinery, equipment and supplies other items of tangible personal property entered into prior to the date hereof, all of which leases are listed on SCHEDULE 1.3(A); (vii) to the extent transferable or assignable by their express terms or the terms of any law relating thereto, all franchises, licenses, permits, certificates, approvals and other government authorizations necessary or appropriate to own and operate the Purchased Assets, including without limitation the exclusive right to use any and all construction trade marks, tradenames, service marks, copyrights and similar rights relating to the business of Seller, including among others the names, "GAIA Technologies," "Hard Goods," and "Leaky Pipe;" (viii) all of the Company's rights in, to and under all warranties and service contract commitments; (ix) all rights in, to and under each contract, agreement, purchase order, work order and commitment involving Seller, including without limitation those listed on SCHEDULE 1.3(A) attached hereto and made a part hereof; (x) all cash and cash equivalents on hand and in banks; (xi) all prepaid expenses, prepaid insurance, deposits and other similar items; (xii) all books and records owned by Seller, including without limitation all customer lists, credit records, computer records, contracts, leases, sales representation agreements, sales agency agreements, marketing and advertising materials, work-in-processoperating manuals, finished goodsrental or lease payment record, goods in transitpurchase orders, manufactured schedules of assets correspondence with vendors, books of account, files, papers, books, and purchased supplies all other public and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement confidential business records (collectively, the “Personal Property”"Business Records"), whether in hard copy form or electronically or magnetically stored; (xiii) all rights, claims, lawsuits and choses in action against third parties relating to the Purchased Assets arising out of transactions occurring prior to the Closing Date (excluding the Retek Judgment, as referred to on Schedule 1.3(b) hereto); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (dxiv) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets)rights in, to the extent any of the foregoing are related to and under all representations, warranties, covenants and guaranties made or used provided by third parties with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Purchased Assets; and (hxv) all goodwill of the business of Seller and the items identified in this Section 1.3(a); provided, however, that to the extent the assignment of any lease, claim, right, benefit, warranty, service contract, commitment, or other contract, agreement, purchase order, work order or other commitment referred to in this Section 1.3(a) shall require the consent of another party other than Seller or an affiliate of a Seller’s rights , this Agreement shall not constitute an assignment thereof if an attempted assignment would constitute a breach thereof, and in lieu thereof Seller shall cooperate with Sub, and shall use its best efforts to cause the affiliates of Seller to cooperate, as declarant appropriate, in any reasonable arrangement designed to provide to Sub the benefits thereunder. Except as specifically listed on any Schedule referred to in this Section 1.3(a), all of such Purchased Assets shall be delivered free and clear of any liens, claims, pledges, security interests or similar capacity under CC&Rs with respect encumbrances of any kind, except (i) liens for current taxes not yet due or payable and (ii) claims and liens imposed by law and incurred in the ordinary course of business for obligations not yet due to Associationscarriers and materialmen.

Purchased Assets. Upon The Parties agree that the terms set forth in this Agreement Utility Seller Purchased Assets and subject to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest of Seller in, to and under the following properties DTUENY Purchased Assets (collectively, the “Purchased Assets”):) shall include (without limitation) all of such Sellers’ respective right, title and interest in and to the following: (a) subject to Section 1.5, all real property (it being understood neither the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or Utility Sellers nor DTUENY has any fee ownership interest in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”real property), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreementproperty, includingincluding all machinery, specifically, without limitation, all equipment, furnituredies, tools jigs, molds, patterns, tools, tooling, office furnishings, vehicles, transportation equipment and supplies leasehold improvements; (including c) all construction inventories of raw materials, work-in-process, process and finished goods, goods (including all such assets in transit, manufactured whether to or from a Seller), and purchased all parts, supplies and other materials) and any other personal property as is owned by the Sellercomponents held for sale, whether located on the Owned Real Property or together with suppliers or others as of the date of this Agreement all related packaging materials (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale ContractsInventory”); (d) all xxxxxxx money deposits and other forms of security Intellectual Property (whether or not held in escrow) held or controlled by or for collectively, the “Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract DepositsIntellectual Property”); (e) all customer oral and vendor listswritten contracts, purchase orders, sales orders, licenses, leases and business other agreements, arrangements and financial recordsunderstandings (collectively, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets“Contracts”), to other than the extent any of Excluded Contracts (collectively, the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned “Assumed Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property”); (f) all rightslicenses, obligationspermits, approvals, authorizations and duties consents of Seller arising out of Contracts relating Governmental Entities and certification organizations, to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) extent assignable (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsPermits”); (g) all Permits in the name of Seller advertising material, sales literature, promotional literature, catalogs and related to the Owned Real Property (the “Assigned Permits”); andmaterial; (h) all books, records, files and other embodiments of Seller’s information, whether relating to past or current operations; (i) all notes receivable, accounts receivable (including unbilled receivables), drafts and other rights as declarant to payment and the full benefit of all security (collectively, the “Transferred Receivables”); (j) all Benefit Plans expressly assumed pursuant to Section 6.2 (the “Assumed Benefit Plans”) and all assets attributable or similar capacity under CC&Rs with respect to Associationsrelated thereto; and (k) all advance payments, all prepaid items and expenses, all causes of action, claims, rights and privileges against third parties (including manufacturer and seller warranties), all attorney-client privileges and rights related thereto and all other intangible rights and assets, including all goodwill.

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the Closing, Seller will agrees to sell, assign, transfer, assign, convey and deliver to Buyerthe Buyer Subsidiaries (in accordance with the allocation set forth in Schedule 7.19), and Buyer will purchase agrees to cause such Buyer Subsidiaries to accept and accept acquire from Seller, all rightof the assets, title properties, rights and interest interests of Seller inSeller, to and under wherever located, except for the following properties Excluded Assets (collectively, the “Purchased Assets”):), free and clear of all Liens other than Permitted Liens. The Purchased Assets include, but are not limited to, all of Seller’s right, title and interest in and to the following: (a) subject to Section 1.5, the real property described on Schedule 2.1(a) (the “Owned Land, together with all structures, buildings, improvements, machinery, fixtures, ”) and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easementsbuildings, privileges facilities, structures, warehouses, grain storage bins, silos, tanks, railroad tracks, scales, improvements, and rights belonging or in any way appurtenant to fixtures situated thereon (the Land; “Owned Improvements”), and (ii) any Seller’s right, title and interest in and to all air rights, subsurface privileges, easements, rights-of-way, development rightsappurtenances and other real property rights related thereto (collectively, the “Ancillary Real Property Rights”, and water rights appurtenant to together with the Owned Land (all of and the foregoing being collectively referred to herein as Owned Improvements, the “Owned Real Property”), but expressly excluding the Removed Real Property;; 4832-2222-1976\19 (b) all tangible personal Seller’s leasehold and license interests in and to any real property owned by Seller and used (as lessee, sublessee or licensee) leased, subleased or licensed as set forth in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialsSchedule 2.1(b) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Leased and Licensed Real Property” and, together with the Owned Real Property, the “Real Property”); (c) equipment (building or office), machinery, tooling, dies, molds, patterns, stampings, prototypes, parts, components, projects in process, furniture, appliances, artwork, computers, computer terminals and printers, telephone systems, telecopiers and photocopiers, office supplies and office equipment, merchandise, supplies, accessories and other fixed assets and tangible personal property of every kind and description, which are owned or leased by Seller and utilized in connection with the Home Sale Contracts as operations of the Closing Date (Business, together with any transferable express or implied warranty of any Person covering any item or component part thereof, rights of return, or rebate rights relating to the “Assigned Home Sale Contracts”foregoing, including those items listed on Schedule 2.1(c); (d) all xxxxxxx money deposits of the inventory (as the term “inventory” is defined in the Uniform Commercial Code as adopted in the State of South Dakota) of the Business owned by Seller and other forms usable or salable in the ordinary course of security (the Business, whether or not held reflected on the books and records of Seller and whether finished products, raw materials, ingredients, or supplies, including: (a) all Work in escrowProcess; (b) held or controlled by or for Seller pursuant spare parts inventory, (c) all corn oil; and (d) all yeast, enzymes, chemicals and denaturant; provided, however, that any finished products on site will not constitute “Inventory” to the Assigned Home Sale Contracts extent (x) delivery of such finished products have been loaded onto a truck or railcar and a xxxx of lading has been issued with respect to such finished products or (y) delivery of such finished products has otherwise been completed under the applicable marketing agreement (“Home Sale Contract DepositsInventory”); (e) all customer and vendor listsIntellectual Property, goodwill associated therewith, and business rights thereunder, remedies against infringements thereof and financial recordsrights to protection of interests therein under the laws of all jurisdictions, books, and documents (including but excluding therefrom any books and records such Intellectual Property or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are associated rights arising from or related to any Excluded Contract or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real PropertyExcluded Asset; (f) all rightssubject to Section 2.2(j), obligationsContracts, and duties of Seller arising out of Contracts including those relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) operation of the Disclosure Ethanol Plants and included on Schedule (other than those related to Housing Units that have been sold prior to the Closing2.1(f) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Acquired Contracts”); provided, that Buyer shall have the option to not acquire and reject as an Excluded Contract any Contract required to be disclosed on Schedule 4.15(a) of the Disclosure Schedules that is not disclosed in the Disclosure Schedules, which option may be exercised by Buyer by providing written notice to Seller within thirty (30) days following receipt of notification of such Contract; (g) all Renewable Identification Numbers (“RINs”) generated pursuant to the RFS Program from the Ethanol Plants’ final product inventories and the RIN Pathway; (h) to the extent transferable under applicable Legal Requirements, all Permits in (as defined below); (i) claims, counterclaims, causes of action, rights of recovery, rights of set-off and rights of recoupment to the name extent arising out of Seller or relating to the Purchased Assets or the Assumed Liabilities; 4832-2222-1976\19 (j) telephone numbers, facsimile numbers, directory listings, e-mail addresses and other communication identifiers of Seller; (k) to the extent transferable under applicable Legal Requirements, forms, files, plans and other data which are necessary to or desirable for the ownership, use, maintenance, operation or conduct of the Purchased Assets or the Business and which are owned or used by Seller, including all blueprints and specifications, system engineering and design information and all associated data files and databases, all environmental control records, environmental impact reports, statements, studies and related documents, handbooks, technical manuals and data, engineering specifications and work papers, all sales and use Tax Returns, reports, files and records, asset history records and files, all maintenance and repair records, all correspondence, notices, citations all plans, maps and real estate surveys, all plans and designs of buildings, structures, fixtures and equipment, and all books and records relating to the Owned Real Property purchase of materials, supplies and services, financial, accounting and operations matters, product engineering, research and development, manufacture and sale of products, customer and vendor lists and all files and documents (including credit information) relating to customers and vendors of the Business, in each case to the extent transferable under applicable Legal Requirements (collectively, “Books and Records”); provided, however, that Seller shall be permitted to retain copies of the Books and Records; (l) any sales tax refunds relating to the Purchased Assets (excluding, for the avoidance of doubt any refunds or credits due to Seller in respect of gallons used as a denaturant or any other ethanol producer refund or credit) (the “Assigned PermitsSales Tax Refunds”); (m) All Documents (as such term is defined in any Construction Contract) and all other or additional shop drawings, drawings, plans, specifications, diagrams, reports or other documents prepared for any future construction plans at either the Aberdeen Plant or the Huron Plant; and (hn) all goodwill and going concern value of Seller’s rights as declarant Seller arising out of or similar capacity under CC&Rs with respect relating to Associationsthe Purchased Assets or the Business.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the ClosingClosing (as defined below), Seller will shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer will shall purchase and accept from Seller, all assets, properties, right, title and interest of every kind and nature owned, licensed or leased by Seller inrelated to the Business, whether tangible or intangible, real or personal and wherever located and by whomever possessed, except for the Excluded Assets (the “Purchased Assets”), free and clear of all Liens (other than Permitted Liens), including, without limitation, the following assets, properties, rights, titles and interests (to the extent not Excluded Assets): (i) all of Seller’s notes and bona fide billed and unbilled accounts receivable of Seller as of March 13, 2017, whether current or non-current, and both (A) arising in the Ordinary Course of Business prior to the Closing and (B) as set forth on Schedule 1.1(a)(i) (the “Accounts Receivable”); (ii) all Intellectual Property owned by Seller, and all rights of Seller to the Licensed Intellectual Property, along with all income, royalties, damages and payments accrued, due or payable as of the Closing or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof or other conflicts therewith), all rights to xxx and recover for past, present or future infringements or misappropriations of, or other conflicts with, such Intellectual Property, and any and all corresponding rights that, now or hereafter, may be secured throughout the world; (iii) all of Seller’s right, title and interest to and under all Contracts, other than the following properties Excluded Contracts (collectively, the “Purchased AssetsAssumed Contracts”): ); (aiv) all of Seller’s right, title and interest in all Leases, including the right to all security deposits and other amounts and instruments deposited by or on behalf of Seller thereunder; (v) all buildings, structures, improvements and fixtures located on any Leased Real Property which are owned by Seller, regardless of whether title to such buildings, structures, improvements or fixtures are subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached reversion to the Land and all easements and rights appurtenant thereto, including: landlord or other third party upon the expiration or termination of the Lease for such Leased Real Property; (ivi) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies inventory (including all construction spare parts, raw materials, work-in-work in process, finished goods, goods in transit, manufactured consigned goods and purchased supplies returned goods) (the “Inventory”); (vii) all machinery, molds, furniture, fixtures, trade fixtures, equipment, automobiles, vehicles, supplies, spare parts, tooling, computer hardware, telephones and all related equipment and all other Tangible Personal Property, including, without limitation, Tangible Personal Property under capital leases, and any transferable manufacturer or vendor warranties related thereto; (viii) all claims, deposits, prepayments, advances, warranties, deferred items or credits, guarantees, refunds, supplier rebates, causes of action, rights of recovery, insurance proceeds, condemnation proceeds, rights of set-off and rights of recoupment of every kind and nature to the extent relating to the other Purchased Assets, the Assumed Liabilities and/or the Business; (ix) all lists, records and other information and data pertaining to customers, suppliers and referral sources; and all drawings, reports, studies, plans, books, ledgers, files and business and accounting records of every kind (including all financial, business, sales and marketing plans and information), in each case whether evidenced in writing, electronic data, computer software or otherwise; (x) all advertising, marketing and promotional materials, all archival materials and all other printed or written materials; (xi) to the extent transferable, all Seller Permits, and any the rights to all data and records related thereto; (xii) all goodwill and all other personal property as is intangible property; and (xiii) all other properties, assets and rights owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts Seller as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or Business and which are not otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to AssociationsExcluded Assets.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and contained in this Agreement, on the provisions of Closing Date (defined in Section 1.62.1(a), at the Closingbelow), Seller will sell, transfer, assign, convey transfer and deliver to Buyer, and Buyer will purchase and accept from Seller all of Seller, all 's right, title and interest in and to all of the properties and assets, tangible and intangible, of every kind, nature and description (other than cash and cash equivalents except as provided in Section 2.1(c)(i)), wherever located, owned or held by Seller in(in whole or in part) on the Closing Date and used solely in connection with Seller's restaurant business the Business (hereinafter sometimes collectively referred to as the "Assets"), including the Assets identified on Schedule 1.1 and the business and goodwill of Seller's restaurant business (the "Business") as a going concern, all as more particularly described in the General Assignment and Assumption Agreement referred to in Section 2.1(b)(iii)(2), below. Such Assets shall include all of the following: (i) all real estate, including all fee and under the following properties (collectivelyleasehold interests, the “Purchased Assets”):described on Schedule 1.1 (a) subject (i) and all buildings, structures and fixtures located thereon as well as all other interests in real property of whatever nature, including easements, whether as owner, mortgagee or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise (hereinafter referred to collectively as the "Real Property"); (ii) Seller's interest in all contracts and agreements, including all franchise, co-branding, management, purchase, service and supply agreements, open purchase orders, open sales orders (the "Transferred Contracts") in effect on the Closing Date, other than Excluded Contracts (defined in Section 1.51.1(b)(i)) and all participating rights and rights to proceeds derived therefrom; (iii) all written technical information, data, specifications, research information, engineering drawings, plans and operating and franchise manuals and instructions relating to the Landdesign, construction, use or operation of the restaurant properties; (iv) all domestic and foreign patents and patent applications, together with any continuations, continuations-in-part or divisional applications thereof, and all structurespatents issuing thereon (including reissues, buildingsrenewals and re-examinations of the foregoing); design patents, improvementsinvention disclosures; mask works; copyrights, and copyright applications and registrations; Web addresses, trademarks, service marks, trade names (including "Xxxxxx Xxxxxxxx'x Fish and Chip's" fast food restaurants and "Pudgie's Famous Chicken" restaurants), and trade dress, in each case together with any applications and registrations therefor and all appurtenant goodwill relating thereto; trade secrets, commercial and technical information, technology, know-how, proprietary or confidential information, including engineering, production and other designs, notebooks, processes, drawings, specifications and formulae, including the proprietary formula used for the special batter coating for Xxxxxx Xxxxxxxx'x fish fillets; inventions (whether patented or not); utility models; registered designs, certificates of invention and all other intellectual property under the laws of any country throughout the world; (v) all apparatus, computers and other electronic data processing equipment, fixtures, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools office equipment, motor vehicles (other than leased vehicles) and tools, including spare equipment, parts and supplies therefor, which on the Closing Date shall be located on the Real Property or at any other location (including the "Equipment"); (vi) all construction inventories, raw materials, supplies, work-in-process, semi-finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by finished products (the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”"Inventory"); (cvii) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)all computer applications, programs and other software, including software source codes and systems documentation and instructions, whether or not associated with leased or owned computers; (dviii) all xxxxxxx money deposits accounting books and records, cost information, distribution reports, residual records, quality records and reports whether in paper, microfilm, microfiche, computer tape or disc, magnetic tape or any other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)form; (eix) all customer prepaid expenses, trade accounts and vendor listsother accounts and notes receivables; (xii) all rights under contracts or agreements, and business and financial recordsall claims or rights against any Person arising from the ownership of any Asset, books, and documents (including all rights in connection with any books and records bids or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, offers and all other plans and specificationsclaims, drawings and other choses in action or similar documentsrights, in each case relating to the Owned Real Propertywhether accrued or contingent; (fx) all rights, obligations, rights under insurance policies and duties of Seller arising out of Contracts relating to the construction of Housing Units all rights in the Ordinary Course nature of insurance, indemnification or otherwise listed on contribution, as more particularly set forth in the Indemnification and Insurance Matters Agreement described in Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively2.1(b)(iii)(3), the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)below; (gxi) all Permits licenses, permits, approvals and authorizations which have been issued by any Governmental Authority; (xii) all goodwill, customer lists, quality records, lists of business contacts, sales and pricing data and other books, records, studies, surveys, reports, plans and documents, all of which belong to or have been used solely in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Business; and (hxiii) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect the shares of capital stock held by Seller in MIE Hospitality, Inc. The sale, assignment, transfer, conveyance and delivery of the Assets shall be by the General Assignment and Assumption Agreement described in Section 2.1(b)(iii)(2), below, which shall be effective to Associationsvest in Buyer all of the right, title and interest that Seller has in and to the Assets.

Purchased Assets. Upon The Purchased Assets are all of the terms assets of Sellers used in the Business, including: (a) All of the billboard displays and other out-of-home advertising structures (including rights to walls) set forth and described in this Agreement and subject to the conditions hereof and the provisions of Section 1.6Schedule 2.2 attached hereto, at the Closingtogether with all components, Seller will sellfixtures, transferparts, assign, convey and deliver to Buyerappurtenances, and Buyer will purchase and accept from Sellerequipment attached to or made a part thereof that are existing, all right, title and interest of Seller in, to and under the following properties construction or for which Sellers have any rights (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land"Structures"); and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property;6 (b) All leases, licenses, easements, other rights of ingress or egress, and all tangible personal other grants of the right to place, construct, own, operate or maintain the Structures on land, buildings and other real property owned by Seller third parties, and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement rights therein (collectively, the “Personal Property”"Site Leases"), which Site Leases are listed on Schedule 2.2(b); (c) All of the Home Sale Contracts real property owned in fee by Sellers and any rights therein, and all buildings, facilities, structures, fixtures, leasehold and other improvements located therein, listed on Schedule 2.2(c); (d) All rights under existing and pending sales and advertising contracts associated with the Structures, and all rights to the advertising copy displayed on the Structures as of the Closing Date (collectively, the “Assigned Home Sale "Advertising Contracts”"); (d, which Advertising Contracts are listed on Schedule 2.2(d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)attached hereto; (e) all customer All state and vendor lists, and business and financial records, books, and documents (including any books and records local licenses or documents relating permits/tags which Sellers have with respect to Taxes imposed on the Purchased Assets)Structures and, to the extent any assignable, all other Governmental Authorizations that are required for the operation of the foregoing Structures, (collectively, the "Permits"), which Permits are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertylisted on Schedule 2.2(d); (f) all rights, obligations, All pertinent Books and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Records; (g) all Permits All tangible personal property, including furniture, vehicles, equipment, computer hardware and software, owned by Sellers and used in the name operation of Seller and related to the Owned Real Business; (h) All Intangible Property (used in connection with the “Assigned Permits”)Business except the tradename Villepigue; and (hi) All rights (including any benefits arising therefrom), causes of action, claims and demands of whatever nature (whether or not liquidated) of Sellers relating to the Purchased Assets, including, without limitation, condemnation rights and proceeds, and all rights against suppliers under warranties covering any of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Purchased Assets.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6contained herein, at the Closing, Seller will Sellers shall sell, convey, transfer, assign, convey assign and deliver to BuyerPurchaser, and Buyer will Purchaser shall purchase and accept acquire from SellerSellers, free and clear of all Liens (other than Permitted Liens), all of Sellers’ right, title and interest in and to all properties and assets, whether tangible or intangible, used or held for use by Sellers in the conduct of Seller in, to and under the following properties Business (collectively, other than the Excluded Assets) (the “Purchased Assets”):). Without limiting the generality of the foregoing, the Purchased Assets shall include all of Sellers’ right, title and interest in and to the following to the extent used or held for use in the conduct of the Business: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyInventory; (b) all machinery, equipment, fixtures, furniture, computers, tools, parts, supplies and other tangible personal property owned by Seller and used used, or held for use, in connection with the Owned operation of the Business, including the equipment and machinery listed in Section 3.1(b) of the Seller Disclosure Schedule; (c) the real property identified in Section 3.1(c) of the Seller Disclosure Schedule (“Purchased Real Property Property”), including, all mines, dumps, impoundments, xxxxx pads, tailings, buildings, plants, warehouses, railroad tracks, rights of way, easements, facilities and other improvements and fixtures thereon and appurtenances thereto and all mining rights, mineral rights, mineral claims, riparian rights, water rights, water claims, water allocations and water delivery contracts associated therewith; (d) all accounts receivable of Sellers identified on the Books and Records as of the date close of this Agreement, including, specifically, without limitationbusiness on the Closing Date other than any Excluded Receivables; (e) subject to Section 3.2(j), all equipment, furniture, tools and supplies Contracts (including all construction materials, workA) that were entered into prior to the filing of the Bankruptcy Cases to which ASARCO is a party that (i) have been assumed by ASARCO prior to the date hereof (the “Assumed Pre-in-process, finished goods, goods Petition Contracts”) or (ii) are assumed by ASARCO in transit, manufactured and purchased supplies and other materialsaccordance with Section 3.5 (Contracts referred to in (i) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectivelyii) collectively referred to herein as, the “Personal Pre-Petition Contracts”), (B) that have been entered into by ASARCO subsequent to the filing by ASARCO of its voluntary petition for relief under Chapter 11 of the Bankruptcy Code, but if entered into after the date hereof, solely to the extent entered into in the Ordinary Course of Business (the “Post-Petition Contracts”), and (C) to which any Non-Debtor Seller is a party on the date hereof or entered into after the date hereof in the Ordinary Course of Business (the “Non-Debtor Contracts”, together with the Pre-Petition Contracts and the Post-Petition Contracts, the “Assumed Contracts”), which may include (to the extent assignable): (i) all leases, subleases, licenses or other agreements relating to the occupancy of real property identified in Section 3.1(e)(i) of the Seller Disclosure Schedule, together with all of Sellers’ right, title and interest in and to all fixtures and improvements located thereon and all appurtenances, rights, easements, rights-of-way and other interests incidental thereto, leased, subleased, licensed or occupied by Sellers and used or held for use in the Business (the “Leasehold Property,” the Leasehold Property and the Purchased Real Property collectively the “Real Property”); (cii) all leases of equipment, fixtures, furniture, computers, tools, parts, supplies and other tangible personal property leased by Sellers and used or held for use in the Home Sale Contracts as Business and identified in Section 3.1(e)(ii) of the Closing Date (the “Assigned Home Sale Contracts”)Seller Disclosure Schedule; (diii) all xxxxxxx money deposits Contracts with any Transferred Employees, which for clarification shall not include the Collective Bargaining Agreements which are expressly excluded from Assumed Contracts; (iv) all Contracts through which any computer software system or program is licensed to any Seller; (v) all Contracts governing Tolling Arrangements with other Persons; (vi) all Contracts with any customer of any Seller; (vii) all Contracts with any supplier of any Seller; (viii) the insurance policies identified in Section 3.1(e)(viii) of the Seller Disclosure Schedule; (ix) certain Seller Employee Benefit Plans as and to the extent provided in Article IX, and the assets related thereto; (x) all confidentiality agreements entered into between ASARCO and any prospective bidder in connection with the transactions contemplated hereunder; (xi) the leases and other forms of security (whether or not held in escrow) held or controlled by or for Seller assets assumed pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Mission Mine Settlement Agreement and the Order of the Bankruptcy Court entered on April 9, 2008 approving the Mission Mine Settlement Agreement, including the Access Agreement executed by certain of the parties to the Mission Mine Settlement Agreement on April 13, 2007 and corresponding Tribal Council Resolution numbers 07-192 and 07-562, and two settlement agreements related to water rights issues in Arizona and the Southern Arizona Water Rights Settlement Agreement that were approved by the Bankruptcy Court in the Order entered under Docket No. 2320; (exii) all customer rights of ASARCO under the Hayden Settlement Agreement and vendor liststhe Mission Mine Settlement Agreement, and business and financial records, books, and documents including in respect of those certain trusts created pursuant thereto; (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any xiii) all leases of real property identified in Section 3.1(e)(xiii) of the foregoing are related Seller Disclosure Schedule pursuant to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all which any Seller is a lessor of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned any Purchased Real Property; (xiv) the royalty agreements identified in Section 3.1(e)(xiv) of the Seller Disclosure Schedule; (xv) the other Contracts identified in Section 3.1(e)(xv) of the Seller Disclosure Schedule; (xvi) Santa Xxxx XX Agreement and, subject to Section 3.6, Silver Xxxx LLC Agreement; and (xvii) ASARCO’s right, title and interest in and to the Agreement among Noranda Exploration, Inc., Four Metals Mining Company and ASARCO, dated July 6, 1978, entered into in connection with the exploration venture referred to as “Ventura.” (f) all rightsprepaid rentals, obligationsdeposits, security deposits, advances and duties other prepaid expenses of any Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related paid in connection with or relating to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)any Excluded Asset; (g) all Permits motor vehicles identified in Section 3.1(g) of the Seller Disclosure Schedule; (h) subject to Section 3.6, the limited liability company interests of Silver Xxxx owned by any Seller (“Silver Xxxx Interests”); (i) all copyrights, including copyrights in software, and all software and associated documentation developed or owned by Sellers for use in the Business (the “Proprietary Software”), including all goodwill associated with such Proprietary Software and all rights of Sellers to xxx for and receive damages or other relief in respect of any past infringement or other violation of any rights thereto; (j) all Patents identified in Section 3.1(j) of the Seller Disclosure Schedule, including all goodwill associated with such Patents and all rights of Sellers to xxx for and receive damages or other relief in respect of any past infringement or other violation of any rights thereto; (k) all Trademarks identified in Section 3.1(k) of the Seller Disclosure Schedule (including the name “ASARCO”), including all goodwill associated with such Trademarks and all rights of Sellers to xxx for and receive damages or other relief in respect of any past infringement or other violation of any rights thereto; (l) all Books and Records; (m) all Permits used or held for use in the operation of the Business and listed in Section 3.1(m) of the Seller and Disclosure Schedule, in each case to the extent the same are assignable; (n) rights to any Tax refunds or credits for Taxes related to the Owned Real Property ownership or operation of the Business or the Purchased Assets and that are attributable to any taxable periods (or portions thereof) beginning after the “Assigned Permits”)Closing Date or that relate to the portion of Transaction Taxes paid by Purchaser pursuant to Section 10.1 if (and only if) Sellers have not borne any Transaction Taxes or Sellers have received refunds or credits of all Transaction Taxes borne by them pursuant to Section 10.1; (o) all patented and unpatented mining claims identified in Section 3.1(o) of the Seller Disclosure Schedule; and (hp) all rights and claims (whether contingent or absolute, matured or unmatured and whether in tort, contract or otherwise) against any Person relating to the adversary proceedings listed in Section 3.1(p) of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Seller Disclosure Schedule.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and of this Agreement, on the provisions of Section 1.6Closing Date, at the Closing, Seller will Suncoast shall sell, transfer, assign, convey convey, and deliver to Buyer, and Buyer will shall purchase from Suncoast, on a going-concern basis, free and accept from Sellerclear of all Liens (except for hereinafter defined Permitted Liens), all of the Business and operations of Suncoast related to the Business and, except for the Excluded Assets as set forth in Section 1.2 hereof, all of the assets and properties of Suncoast of every kind and description, wherever located, tangible or intangible, used or useable in connection with the Business as the same shall exist on the Effective Date (collectively, the "Purchased Assets"), including, without limitation, all right, title title, and interest of Seller Suncoast in, to to, and under the following properties (collectively, the “Purchased Assets”):under: (a) subject to Section 1.5All of the assets reflected on the Balance Sheet, the Landincluding, together with without limitation, cash; accounts receivable; all structurescontracts-in- progress and proposals; all customer listings; all computer hardware, buildings, improvements, machinery, fixturessoftware, and equipment affixed or attached accessories; all furniture and equipment; all pertinent Business information, software product licenses and resale licenses; and those assets acquired subsequent to the Land and all easements and rights appurtenant thereto, including: Balance Sheet Date (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”hereinafter defined), but expressly excluding except those assets disposed of or converted into cash after the Removed Real PropertyBalance Sheet Date in the ordinary course of business; (b) The name "Suncoast Automation, Inc." and any derivation thereof, trademarks, trade names, service marks, and copyrights, which Suncoast owns or has the right to use (and all tangible personal property owned by Seller goodwill associated therewith), registered or unregistered, and used in connection with the Owned Real Property as applications for registration thereof, and the patents and applications therefore, and the licenses relating to any of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies foregoing listed in Schedule 4.16 (including all construction materials, work-in-process, finished goods, goods as further defined in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectivelySection 4.16, the “Personal "Intellectual Property”)"; (c) All mailing lists, customer lists, subscriber lists, processes, manuals or business procedures, trade secrets, designs, engineering drawings and reports, know-how and other proprietary or confidential information used in or relating to the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)Business; (d) A copy of all xxxxxxx money deposits books and records (including all data and other forms information stored on discs, tapes, written, electronic or other media) of security (whether or not held in escrow) held or controlled by or for Seller pursuant Suncoast relating to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)assets, properties and operations of the Business; (e) all customer and vendor listsAll of Suncoast's rights, and business and financial recordsclaims, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any causes of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case action against third parties relating to the Owned Real Propertyassets, properties, or operations of the Business arising out of transactions occurring prior to the Effective Date; (f) All of Suncoast's interest in and to all rightstelephone and telephone facsimile numbers, obligationsInternet websites, and duties other directory listings of Seller arising out of Contracts relating the Business and any assumed or fictitious names related to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Business; (g) all Permits in All prepaid expenses and deposits that benefit the name of Seller and related to Buyer after the Owned Real Property (the “Assigned Permits”)Effective Date; and (h) all of Seller’s All other assets, properties and rights specifically set forth in the Agreement as declarant being sold, transferred or similar capacity under CC&Rs with respect to Associationsassigned to, or purchased by, Buyer.

Purchased Assets. Upon the terms set forth in this Agreement and subject Subject to the conditions hereof and the provisions of Section 1.6this Agreement, at the ClosingClosing (as defined in Section 1.11), Seller will Sellers shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer will shall purchase and accept acquire from SellerSellers, free and clear of any Liens, all of Sellers’ right, title and interest in and to all of Seller inthe assets and properties used primarily or exclusively in the Business, to and under but excluding the following properties Excluded Assets (collectively, the “Purchased Assets”):). The Purchased Assets shall include, without limitation, the following assets, properties and rights, wherever located: (a) subject to Section 1.5all inventories of raw materials, the Land, together with all structures, buildings, improvements, machinery, fixtures, work-in-process and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all finished goods of the foregoing being collectively referred to herein as the Business (“Owned Real PropertyPurchased Inventory”), but expressly excluding including, without limitation, those listed in Section 1.1(a) of the Removed Real PropertySellers Disclosure Schedule (as defined in Section 2 below); (b) all tangible personal property owned by Seller and used in connection with fixed assets related primarily or exclusively to the Owned Real Property as of the date of this AgreementBusiness, including, specifically, including without limitation, all equipment, furniture, tools machinery and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies equipment and other materialsfixed assets listed on Section 1.1(b) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date Sellers Disclosure Schedule and, to the extent not listed on Section 1.1(b) of this Agreement the Sellers Disclosure Schedule, those located at Sellers’ Jacksonville, Florida facility (collectively, “Purchased Equipment”), but excluding all fixed assets located at CASMED’s facilities in Branford, Connecticut (other than the “Personal Property”fixed assets located in Branford, Connecticut that are expressly listed on Section 1.1(b) of the Sellers Disclosure Schedule); (c) the Home Sale Contracts all Exclusive Business IP (as of the Closing Date (the “Assigned Home Sale Contracts”defined in Section 2.10(a)), and all licenses or sublicenses with respect to any Exclusive Business IP; (d) all xxxxxxx money deposits and other forms of security (whether goodwill related primarily or not held in escrow) held or controlled by or for Seller pursuant exclusively to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Business as a going concern, including, without limitation, the trademarks listed in Section 2.10(b)(i) of the Sellers Disclosure Schedule, and all telephone and facsimile numbers used exclusively in the Business; (e) all customer and vendor listsdata, and business and financial recordsfiles, books, and documents (including any books and records or documents relating (including billing and financial and accounting records and, subject to Taxes imposed on receipt of written consent from the Purchased AssetsSellers Employees, personnel records of the Sellers Employees as required by applicable Laws and Regulations, but excluding email and other correspondence), business plans, strategies, marketing and other documents and information maintained by Sellers relating primarily or exclusively to the extent any Business (whether in print, electronic or other media and including, without limitation, all customer and supplier and prospective customer and supplier lists and files, and referral sources) and web page programming code owned by Sellers relating exclusively to the Business or the Statcorp Products; provided, however, that Sellers shall be permitted to retain copies of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertyits records; (f) all rights, obligations, of the rights of Sellers under Fully Acquired Agreements (as defined in Section 1.3(a)) and duties a portion of Seller arising out the rights of Contracts relating to Sellers under the construction of Housing Units Partially Acquired Agreements (as defined in Section 1.3(a)) included in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Assumed Liabilities; (g) all of Sellers’ federal, state, municipal and foreign licenses, Permits (including, without limitation, those listed in Section 2.15 of the Sellers Disclosure Schedule) and authorizations, and all pending applications therefor and renewals thereof that are necessary to and are used primarily or exclusively in the name operation of Seller the Business, each of which shall be listed in Section 1.1(g) of the Sellers Disclosure Schedule, in each case to the extent transferable to Buyer; (h) all Actions of any kind (including, but not limited to, rights under and pursuant to all warranties, representations and guarantees made by customers of Sellers or suppliers of services and materials or equipment to Sellers) pertaining primarily or exclusively to or arising primarily or exclusively out of the Business, and inuring to the benefit of Sellers, but excluding, however, those items described in Section 1.2 below or described on Section 1.1(h) of the Sellers Disclosure Schedule; (i) all information technology systems of Sellers and used primarily or exclusively in the Business, such as computers, servers and related hardware, phones, software, licenses and data, all of which shall be as listed in Section 1.1(i) of the Sellers Disclosure Schedule; (j) all Accounts Receivable as of the Closing Date, all of which shall be listed in Section 1.1(j) of the Sellers Disclosure Schedule (which listing shows Accounts Receivable of the Business as of September 30, 2010 and shall be updated by the Parties not later than thirty (30) calendar days after the Closing Date to show Accounts Receivable of the Owned Real Property Business as of the Closing Date); (k) all of Sellers’ rights relating to deposits and prepaid expenses, claims for refunds and rights to offset existing as of the Closing Date, which shall be set forth in Section 1.1(k) of the Sellers Disclosure Schedule (the “Assigned PermitsDeposits and Prepaid Expenses”); and (hl) to the extent not enumerated above in this Section 1.1, all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe assets of Statcorp, other than the Excluded Assets.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to in reliance upon the conditions hereof representations, warranties, covenants and the provisions of Section 1.6agreements contained herein, at the Closing, Seller will the Company shall, and shall cause u-Nav Finland to, sell, convey, transfer, assign, convey assign and deliver to BuyerAcquirer, and Buyer will Acquirer shall purchase and accept acquire from Sellerthe Sellers (including the Assumed Liabilities), all rightof the Sellers’ respective rights, title and interest in and to all of Seller in, to and under the following properties assets (excluding the Excluded Assets) to the extent the Sellers own such assets or have any rights, title or interest therein (collectively, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant theretoAll Seller Intellectual Property, including: , but not limited to: (i) all easements, privileges and rights belonging or in any way appurtenant to All Seller Registered Intellectual Property listed on Section 2.10(a) of the Land; and Disclosure Schedule; (ii) any All trade secrets of the Sellers’, including, but not limited to, tools, disks, designs, files, drawings, data and related documentation, and all air similar property, tangible or intangible, owned or used in connection with the Business; and (iii) All claims (including claims for past infringement or misappropriation of Seller Intellectual Property) and causes of action of the Sellers’ against other Persons (regardless of whether or not such claims and causes of action have been asserted by the Sellers) arising in connection with the Business, and all rights of indemnity, warranty rights, subsurface rightsrights of contribution, development rightsrights to refunds, rights of reimbursement and water other rights appurtenant to of recovery possessed by the Land Sellers (all regardless of whether such rights are currently exercisable) that have arisen in connection with the conduct of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyBusiness; (b) All rights to xxx for or assert claims against and remedies against past, present or future infringements of any or all tangible personal property of the Seller Intellectual Property owned by Seller and or used in connection with the Owned Real Property as Business and rights of the date priority and protection of this Agreement, including, specifically, without limitation, interests therein and to retain any and all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)amounts therefrom; (c) the Home Sale Contracts as All other Assets and Properties of the Closing Date Sellers’ owned or used in connection with the Business, including, but not limited to: (i) all backlog orders, accounts receivable, notes receivable and other receivables of the “Assigned Home Sale Contracts”Sellers’, including, but not limited to, those receivables set forth on Schedule 1.1(c)(i); (dii) all xxxxxxx money deposits inventories and work-in-progress of the Sellers’, and all rights to collect from customers (and to retain) all fees and other forms of security (whether amounts payable, or not held in escrow) held or controlled by or for Seller pursuant that may become payable, to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”Sellers with respect to services performed by, or products sold by, the Sellers on or prior to the Closing Date including, but not limited to, those inventories, works-in-progress, rights, and fees set forth on Schedule 1.1(c)(ii); (eiii) all customer equipment, materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any other tangible assets of the foregoing are related to or used with respect to the Owned Real PropertySellers’ including, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectivelybut not limited to, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”tangible assets set forth on Schedule 1.1(c)(iii); (giv) all Permits advertising and promotional materials possessed by the Sellers relating to the Business; (v) all rights of the Sellers’ under the Contracts set forth on Schedule 1.1(c)(v); (vi) the domain names of the Sellers’ set forth on Schedule 1.1(c)(vi); (vii) all Governmental or Regulatory Authority authorizations held by the Sellers in connection with the name conduct of Seller the Business; (viii) all books, records, files (including all electronic files and back up copies thereof), customer lists and data of the Sellers’ related to the Owned Real Property (the “Assigned Permits”)Business; and (hd) all All goodwill incident to the items listed in Sections 1.1(a), 1.1(b) and 1.1(c) above; and (e) All other assets used in the operation of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Business.

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof set forth in this Agreement, Purchaser shall purchase from Seller, and the provisions of Section 1.6, at the Closing, Seller will shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer will purchase and accept from SellerPurchaser on the Closing Date, all of Seller's right, title and interest in and to the business, assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller inas of the Closing Date (except for the Excluded Assets), which are used or located at the Leased Real Property (Leased Real Property is collectively referred to as the "Premises" and under the following properties individually referred to as an "Individual Premises"), whether tangible or intangible, real or personal and by whomever possessed (collectively, the “"Purchased Assets”): "), free and clear of all Liens (a) subject to Section 1.5other than Permitted Liens), including, but not limited to, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: following: (i) all easements, privileges and rights belonging or register cash" on the Closing Date in any way appurtenant to an amount that shall not be less than Twenty Thousand Dollars ($20,000) in each of the Land; and Remaining Retail Stores ("Register Cash"); (ii) any all inventory of foods, beverages and other products sold in the Premises, and all air rightsgoods, subsurface rightswares and merchandise located in the Premises on the Closing Date, development rightsincluding warehoused and consignment inventory and inventory on order for or in transit to or from the Premises (collectively, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”"Merchandise"), but expressly excluding the Removed Real Property; provided that "Merchandise" shall not include Non-Acquired Merchandise; (biii) all tangible personal property of Seller's interest in the following that are owned by or licensed to Seller and used in connection with the Owned operations at the Premises: (1) the D&W trademark, trade name, service xxxx and trade dress and the xxx.xxxxxxx.xxx internet domain name, together with all goodwill associated therewith, and all translations, adaptations, derivations and combinations of the foregoing (and all logos related to the foregoing); (2) D&W copyrights and copyrightable works; (3) all registrations, applications and renewals for any of the foregoing; (4) subject to obtaining required consents, if applicable, D&W trade secrets and other confidential information; (5) subject to obtaining required consents, if applicable, all other D&W intangible properties and rights relating to the Premises; and (6) all tangible embodiments of the foregoing; in each case including the items set forth on the attached Proprietary Rights Schedule (unless indicated otherwise therein) (collectively, the "Proprietary Rights"); (iv) all agreements, contracts, or other binding arrangements of Seller identified on the attached Assumed Contracts Schedule (collectively, the "Assumed Contracts"), including the Leases and the Subleases; (v) all Leasehold Improvements and all owned machinery, equipment, vehicles, trucks, trailers, furniture, testing equipment and office equipment, fixtures, trade fixtures, store models and displays, computers (and, subject to obtaining required consents, if applicable, related software), furniture and all other tangible personal property located in the Premises and all such property customarily located or based in the Premises but temporarily located elsewhere (including all vehicles, trucks and trailers listed on the Vehicle Schedule attached hereto); (vi) all warranties, claims, refunds, credits, causes of action, choses in action, rights of recovery and rights of set off of any kind relating to the Purchased Assets; (vii) the right to all telephone numbers associated with the Premises, but not such telephone numbers owned by BRZ Michigan, LLC ("BRZ") or any other subtenants; (viii) all lists, records and other information pertaining to accounts and referral sources; all lists, records and other information pertaining to suppliers and customers; all Retail Store accounting records (including without limitation item sales histories); profit and loss records for each Retail Store; all stock ledger reports and records for each Retail Store; all drawings, reports, studies and plans, (including all financial, business, sales and marketing plans and information); all environmental reports; and all architectural / engineering and similar plans, drawings and reports in each case whether evidenced in writing, electronic data, computer software or otherwise; provided that, in the event the assets described in this clause (viii) are not held in a form which relates solely to the Premises and the operation of the business thereon, such assets will not be Purchased Assets hereunder but Seller agrees to provide Purchaser with access to and copies of the foregoing assets upon reasonable notice from Purchaser; -2- (ix) all D&W advertising, marketing and promotional rights and materials; (x) subject to Exhibit D-1, to the extent transferable, all permits, licenses, certifications, authorizations, approvals and similar rights from all permitting, licensing, accrediting and certifying agencies relating to the Leased Real Property as (including all of the date of this Agreement, foregoing listed or described on the attached Permits Schedule and including, specifically, without limitation, all equipmentlicenses, furniturecertifications, tools authorizations, approvals and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by similar rights relating to the SellerLeased Real Property, whether located on held in escrow or in a similar manner), and the Owned Real Property rights to all data and records held by such agencies; (xi) all rights to security deposits previously paid by D&W arising under or in connection with suppliers or others as the Assumed Contracts and cash in the amount of the date unapplied balance of this Agreement security deposits previously paid to D&W under or in connection with the Assumed Contracts (collectively, the “Personal Property”"Security Deposits Owed"); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (dxii) all xxxxxxx money deposits D&W goodwill and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)intangible property; and (hxiii) to the extent transferable and subject to the rights of Starbucks Corporation ("Starbucks"), all of Seller’s rights as declarant or similar capacity under CC&Rs with respect right, title, and interest in and to Associationsthe Starbucks-specific equipment, supplies, and Improvements located at the Premises.

Purchased Assets. Upon Subject to the terms set forth and conditions of this Agreement, and in this Agreement reliance upon the representations, warranties, covenants and subject to the conditions hereof and the provisions of Section 1.6agreements contained herein, at the ClosingClosing (as defined in Section 1.7), the Seller will shall sell, convey, transfer, assign, convey assign and deliver to Buyerthe Buyer (or its designee), and the Buyer will (or its designee) shall purchase and accept acquire from the Seller, free and clear of all Liens (other than Permitted Liens), all of the assets of the Business, including all of the right, title and interest to all of the assets relating to the Business and including the assets listed below, owned by Seller inor in which Seller has any transferable right, to and under title or interest, other than the following properties Excluded Assets (collectively, the “Purchased Assets”): (a) subject to Section 1.5all accounts receivable, the Land, together with all structures, buildings, improvements, machinery, fixtures, notes receivable and equipment affixed or attached other receivables that relate to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyBusiness; (b) all equipment, computers, materials, prototypes, tools, supplies, vehicles, furniture, fixtures, improvements and other tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreementassets, including, specifically, without limitation, all equipment, furniture, tools seven (7) controllers which are fixed assets and supplies ten (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials10) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)controllers under capital leases; (c) all intangible rights and property related to the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)Business, including all Intellectual Property and Information Technology, goodwill, and telephone, telecopy and electronic mail addresses and listings; (d) all xxxxxxx money deposits domain names and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant web sites related to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Business; (e) all customer advertising and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertypromotional materials; (f) all rightsright, obligationstitle and interest in, to and duties of Seller arising out of under all Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to Schedule, from and after the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Closing Date; (g) all Permits in necessary for the name conduct of Seller and related to the Owned Real Property (the “Assigned Permits”); andBusiness; (h) all books, records, files and data, including records of Seller’s and pertaining to the accounts of customers and vendors of the Business; (i) the rights under the insurance policies set forth on Section 2.21 of the Disclosure Schedule; (j) all claims, causes of action or rights of recovery of any kind of the Seller against third parties relating to the Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent; (k) all readily available electronic data relating to the Business (including all data as declarant far back in time as readily available but at least dating back to January 1, 2012) other than Personal Information, and all data in all computers included in the Purchased Assets existing as of the Closing Date (as defined in Section 1.7) other than Personal Information; and (l) all other assets currently used in or similar capacity under CC&Rs with respect useful to Associationsthe operating of the Business other than the Excluded Assets.

Purchased Assets. Upon Subject to the terms and conditions set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6herein, at the Closing, Seller will shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer will shall purchase and accept from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of Seller’s right, title and interest of Seller in, to and under all of the following assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired (other than the Excluded Assets), which relate to, or are used or held for use in connection with, the Business (collectively, the “Purchased Assets”):), including, without limitation, the following: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land (all Inventory existing as of the foregoing being collectively referred to herein as Closing Date other than the Scrap Inventory (“Owned Real PropertyAcquired Inventory”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located Contracts set forth on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing2.1(b) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (c) all Seller Intellectual Property Assets; (d) all Third Party Licensed IP; (e) all furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and other tangible personal property (the “Tangible Personal Property”); (f) the Real Property; (g) all Permits in the name of which are held by Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets; (h) all rights to any Proceedings of any nature available to or being pursued by Seller to the extent related to the Owned Real Business, the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes); (j) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any Purchased Assets; (k) the Business Insurance Policies and all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (l) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, donor lists, quality control records and procedures, customer or donor complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research and files relating to the Seller Intellectual Property Assets and Third Party Licensed IP (the “Assigned PermitsBooks and Records”); and (hm) all goodwill and the going concern value of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Business.

Purchased Assets. Upon the terms set forth in this Agreement Except for Seller’s Retained Rights and subject to the terms and conditions hereof of this Agreement and in reliance upon the provisions representations, warranties, covenants and agreements of Section 1.6Seller contained herein, at the Closing, Parent Seller will (or Subsidiary Seller) shall sell, convey, transfer, assign, convey assign and deliver to BuyerParent Purchaser (or Subsidiary Purchaser, if so designated by Parent Purchaser), and Buyer will Parent Purchaser shall purchase and accept acquire (and shall cause Subsidiary Purchaser, if so designated by Parent Purchaser, to purchase and acquire) from Parent Seller (or Subsidiary Seller), free and clear of all Liens other than the Permitted Exceptions, all of Parent Seller’s (or Subsidiary Seller) right, title and interest of Seller in, in and to and under the following properties Assets (collectively, the “Purchased Assets”): (a) subject All Assets that were previously acquired by Seller or its respective Affiliates from Silicon Optix and its Affiliates, including as set forth on Schedule 2.1(a)(i), but excluding any Assets specified on Schedule 2.1(a)(ii); (b) All Assets directly related to Section 1.5and primarily used in connection with the Seller’s HQV and FRC product lines as set forth on Schedule 2.1(b); (c) All Tangible Personal Property, including Tangible Personal Property set forth on Schedule 2.1(c); (d) All Seller Source Code; (e) All of Seller’s rights under the LandContracts that are set forth on Schedule 2.1(e) (the “Assigned Contracts”), together with all structuresincluding Seller’s rights and licenses in and to any Licensed Technology or Licensed IP under such Assigned Contracts and Seller’s possession of any such Licensed Technology; (f) All Permits and Environmental Permits set forth on Schedule 2.1(f); (g) All data, buildingsinformation, improvementsrecords, machineryfiles, fixturesmanuals, blueprints and equipment affixed other documentation, in each case, that are necessary for the conduct of and that are primarily used or attached to held for use in the Land and all easements and rights appurtenant theretoBusiness, including: (i) all easements, privileges service and rights belonging or in any way appurtenant to the Landwarranty records; and (ii) technical and design notes, test cases and suites, test scripts, characterization data, studies, reports, correspondence and other similar documents and records, whether in electronic form or otherwise; (iii) all Books and Records; (iv) purchasing records and records relating to suppliers, (v) records and files primarily related to the prosecution and maintenance of the Acquired Proprietary Rights and (vi) subject to applicable Law, copies of all personnel records of all Transferred Employees; provided, however, that (1) with respect to any such books and all air rightsrecords that also relate to or are also required for the operation of the assets and businesses retained by Seller, subsurface rights, development rightsSeller may retain the originals of such books and records and deliver copies thereof to Purchaser, and water rights appurtenant (2) with respect to the Land (all Tax Returns, Purchased Assets shall include only copies of the foregoing being collectively referred Tax Returns required to herein as the “Owned Real Property”), but expressly excluding the Removed Real Propertybe disclosed or shared pursuant to Section 5.18; (bh) All Patents (subject to Seller’s Retained Rights as set forth in Exhibit C) domain names and Trademarks set forth on Schedule 2.1(h), and all tangible personal property other Proprietary Rights (other than Patents, domain names and Trademarks) owned or purported to be owned by Seller that are necessary for the conduct of and that are primarily used or held for use in the Business, including such other Proprietary Rights in the Acquired Technology and Software Programs, and all transferable rights to sxx or assert claims against or seek remedies against past, present or future infringements or misappropriation of any or all of such Proprietary Rights owned by or purported to be owned by Seller and used in connection with the Owned Real Property as rights of the date priority and protection of this Agreement, including, specifically, without limitation, interests therein and to retain any and all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and any other personal property as is owned by the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement amounts therefrom (collectively, the “Personal PropertyAcquired Proprietary Rights”); (ci) All Technology, including Software Programs, owned or purported to be owned by Seller and that is necessary for the Home Sale Contracts as conduct of and that is primarily used or held for use in the Closing Date Business (the “Assigned Home Sale ContractsAcquired Technology”); (dj) all xxxxxxx money All Prepaid Expenses and security deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant solely related to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Purchased Assets; (ek) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent any All of the foregoing are Assets related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contractsimmigration matters, including all of SellerLCA’s rights to architectural and engineering planspetitions previously filed, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Property; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name of involving both Seller and related to the Owned Real Property (the “Assigned Permits”)any Transferred Employee; and (hl) all All Claims, including warranty and product liability Claims, made or asserted against any Person primarily related to the Purchased Assets, whether arising out of actions or conditions occurring prior to, on, or after the Closing Date. Subject to Seller’s rights as declarant pursuant to Section 5 of the License Agreement, promptly following the receipt of a written request from Purchaser following the Closing, Seller will use reasonable efforts to remove and delete from any Excluded Tangible Property all Purchased Assets and any information pertaining or similar capacity under CC&Rs with respect related to AssociationsPurchased Assets.