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 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, and the provisions of Section 1.6, at the Closing, Seller will shall sell, transferconvey, assign, convey transfer and deliver to BuyerBuyer by appropriate instruments reasonably satisfactory to Buyer and its counsel, free and Buyer will purchase and accept from Sellerclear of all Liens, all right, title and interest of Seller in, to and under the following properties assets, properties, rights, titles and interests of every kind and nature owned, licensed or leased by Seller or otherwise used in the Business (collectively, the “"Purchased Assets”):"), but excluding all 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 easements, privileges prepayments and rights belonging or in any way appurtenant to prepaid expenses listed on the Land; and Purchased Assets Schedule; (ii) any all machinery, equipment, tools, dies, jigs, molds, patterns, furniture, spare parts and supplies, computers and all air rightsrelated equipment, subsurface rights, development rights, telephones and water rights appurtenant to all related equipment and all other tangible personal property listed on the Land (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyPurchased Assets Schedule; (biii) all tangible personal property owned by Seller and used in connection with the Owned Real Property as of the date of this Agreementrights existing under all purchase orders to purchase or sell goods or products, 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 such purchase order listed on the Owned Real Property or with suppliers or others "Contracts Schedule" and under each other contract listed on the Contracts Schedule and specifically identified as of the date of this Agreement a contract to be assigned to Buyer (collectively, the “Personal Property”"Assigned Contracts"); (civ) all distribution systems and networks including, without limitation, the Home Sale right, from and after the Closing Date, to contact and do business with any distributor, broker or sales representative that distributes Seller's products (excluding any rights or obligations under any Distribution Contracts (as defined in Section 2.1(b)(ix) below)) and all rights (but not the obligation) to hire Seller's employees; (v) all lists and records pertaining to customer accounts (whether past or current), suppliers, distributors, personnel and agents and all other books, ledgers, files, documents, correspondence and business records; (vi) all claims, deposits, prepayments, warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment listed on the Purchased Assets Schedule, other than those relating exclusively to Excluded Assets or Excluded Liabilities; (vii) all Proprietary Rights, including, without limitation, those listed on the Proprietary Rights Schedule; (viii) all Government Licenses, including, without limitation, any foreign product registrations and those Government Licenses listed on the attached "Licenses Schedule," but excluding any such Government Licenses which are by their terms not transferable; (ix) all insurance, warranty and condemnation proceeds received after the date hereof with respect to damage, non-conformance of or loss to the Purchased Assets; (x) all rights to receive mail and other communications addressed to Seller; (xi) except as provided in Section 2.1(b)(v) below, all books, records, ledgers, files, documents, correspondence, lists, studies and reports and other printed or written materials; (xii) all trade accounts receivable 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 but excluding any books and records or documents relating to Taxes imposed on the Purchased Assetsprivate label accounts receivable), such accounts receivable to the extent any be set forth on a schedule to be jointly prepared by Seller and Buyer as 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 Closing (the “Assigned Permits”"Purchased Receivables"); and (hxiii) all a number of Seller’s rights units of each item of individual finished goods inventory set forth on the "Estimated Purchased Inventory Schedule" attached hereto as declarant or similar capacity under CC&Rs with respect of the Closing Date which is (A) no greater than 110% of the "Estimated Purchase Units" set forth on the "Estimated Purchased Inventory Schedule" attached hereto and (B) not less than one month's supply of each such product (as denoted in the column labeled "Minimum Purchase Units" in the "Estimated Purchased Inventory Schedule"), determined at PDK's unit costs for such inventory (which unit costs are set forth on the "Estimated Purchased Inventory Schedule"); provided that the definitive quantities of such inventory shall be set forth on a schedule to Associationsbe jointly prepared by Buyer and Seller as of the Closing and provided further, that in no event shall Buyer be obligated to purchase in excess of $1.5 million of inventory pursuant to this Agreement (the "Purchased Inventory").

Purchased Assets. Upon Subject to the terms and conditions set forth in this Agreement and subject Agreement, Sellers hereby agree to the conditions hereof and the provisions of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey transfer and deliver to Buyerdeliver, and Buyer will Purchaser hereby agrees to purchase and accept from SellerSellers, at and as of the Closing Date (as such term is defined below in Section 3.2(a)), all of Sellers’ right, title and interest of Seller in, in and to and under the following properties properties, assets and rights existing as of the date hereof (collectively, the “Purchased Assets”): (a) subject to Section 1.5, The Xxxxx-Xxxxxx Mine and the Land, together with all structures, buildings, improvements, machinery, fixtures, Golden Xxxxxx Mill and equipment affixed or attached to the Land related real estate and all easements and rights appurtenant thereto, including: real estate based mining claims (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 Acquired 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”); (b) water treatment plant; (c) surface real estate rights, as shown on the Home Sale Contracts as of ownership list shown on the Closing Date (the “Assigned Home Sale Contracts”attached Schedule 1.1(c); (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 mining claims as shown on the Assigned Home Sale Contracts (“Home Sale Contract Deposits”ownership list shown on the attached Schedule 1.1(c); (e) all customer mining permits 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 Propertyrights; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units ancillary equipment used in the Ordinary Course or otherwise listed on Section 1.1(f) any of the Disclosure Schedule foregoing, to include all machinery, fixtures, furniture, equipment, materials, parts, supplies, tools and other tangible property owned or controlled by Seller and/or Covenantors, used in connection with the Purchased Assets and located on or about the Acquired Real Property (other than those related to Housing Units that have been sold prior to the Closing) (collectively, the “Other Contracts” and, together with Purchased Equipment”) as set forth on the Assigned Home Sale Contracts, the “Assigned Contracts”attached Schedule 1.1(f); (g) all Permits in the name of Seller and related rights under: (i) contracts relating to or creating rights with respect to the Owned Real Property Purchased Assets, whether oral or written (the “Assigned PermitsContracts”); andand (ii) to the extent assignable, all other contracts and agreements, whether oral or written, used by Sellers and/or Covenantors in the operation of the Purchased Assets and set forth on Schedule 1.1(g)(the “Contracts”); (h) all permits, authorizations and licenses used by Sellers and/or Covenantors exclusively in the management or operation of Seller’s the Purchased Assets; (i) all books, records, files and papers relating exclusively to the Purchased Assets created at any time prior to the Closing (as defined in Section 3.3(a) below)by Sellers and/or Covenantors , other than Sellers’ and Covenantors’ respective corporate minute books and related corporate records, and books, records, files and papers not otherwise relating exclusively to the Purchased Assets; (j) any and all other properties, assets and rights as declarant of Sellers and/or Covenantors which are used exclusively in the management or similar capacity under CC&Rs with respect operation of the Purchased Assets not expressly described, listed or referred to Associationsin Section 1.2 below.

Purchased Assets. Upon Subject to and upon the terms and conditions set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6herein, at the ClosingClosing Seller shall convey, Seller will sell, transfer, assign, convey transfer and deliver to BuyerPurchaser and Purchaser shall purchase, and Buyer will purchase acquire and accept from all of Seller, all ’s right, title and interest in and to all of Seller inSeller’s tangible and intangible assets used, held for use or in any way relating to and under its Business other than the following properties Excluded Assets (collectively, the as hereinafter defined) (referred to hereinafter collectively as “Purchased Seller’s Assets” or “its Assets”):), including without limitation: (a) subject The rights and benefits accruing to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached Seller as lessee under any immovable (real) property lease and/or sublease relating 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 ’s Business existing on the Owned Real Property or with suppliers or others as of the date of this Agreement through the Closing Date, each of which is listed on Schedule 2.1(a)-1, together with any leases which may be executed on the immovable (collectively, real) property listed on Schedule 2.1(a)-2 or any opportunities to lease that may arise from the “Personal Property”); (c) the Home Sale Contracts as date of this Agreement through the Closing Date (the “Assigned Home Sale ContractsReal Property Lease”) and any and all Franchise Rights and Franchise Agreements listed on Schedule 2.1(a)-3; (b) All right, title and interest, if any, to leasehold improvements, fixtures, constructions, component parts and other immovable (real) property owned by Seller and located on the Leased Premises, including without limitation those items listed on Schedule 2.1(b) (collectively, the “Leasehold Improvements”) and all architectural plans and mechanical drawings related to the Leasehold Improvements; (c) All right, title and interest, if any, to easements, servitudes, privileges, rights-of-way and other real rights of Seller pertaining to or accruing to the benefit of the Leased Premises, including without limitation those items listed on Schedule 2.1(c) (collectively, the “Easements”); (d) All machinery (including without limitation all xxxxxxx money deposits computer hardware used in connection with the operation and maintenance of Seller’s Business), kitchen and other forms of security appliances, equipment, furniture, vehicles, smallwares, utensils, glassware, table cloths, spare parts, tools, supplies, and other corporeal (whether tangible), movable (personal) property located on the Leased Premises or not held in escrowotherwise relating to Seller’s Business, including without limitation those items listed and described on Schedule 2.1(d) held or controlled by or for Seller pursuant to (collectively, the Assigned Home Sale Contracts (“Home Sale Contract DepositsEquipment”); (e) all customer The rights and vendor listsbenefits accruing to Seller as lessee under any leases and/or subleases for equipment, and business and financial recordsmachinery, books, and documents appliances or other corporeal (including any books and records or documents relating to Taxes imposed on the Purchased Assetstangible), to movable (personal) property used in the extent any operation of its Business (each an “Equipment Lease” and collectively the foregoing are related to or used with respect to the Owned Real Property“Equipment Leases”), Personal Property or the Assigned Contracts, including all each 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 Propertywhich is listed on Schedule 2.1(e); (f) all rightsAll of Seller’s inventory in connection with Seller’s Business, 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) which as of the Disclosure day before the Closing Date are those items listed and described on Schedule 2.1(f)-1, which shall be not less than the minimum inventory levels as listed and described on Schedule 2.1(f)-2 (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) Seller’s Business as a going concern, its Franchise Rights, all Permits in of the name rights and benefits (but not its obligations or liabilities) under its Franchise Agreements, all intellectual property of Seller used in connection with its business, including without limitation, all trademarks, service marks, rights to computer software, trade secrets (including, without limitation, recipes) and trade names (whether acquired from Purchaser, an Affiliated franchisor or otherwise), (including without limitation all of the Seller’s right to do or develop business as a Xxxx’x Xxxxx Steak House restaurant), including without limitation the trade names listed on Schedule 2.1(g), goodwill and other intangible assets (collectively, “Intellectual Property”); (h) All claims and rights of Seller under all agreements, contracts, software license agreements, purchase and sale orders and other executory contracts and commitments of Seller arising from or relating to its Business, including without limitation those listed on Schedule 2.1(h) (each an “Assigned Contract” and collectively the “Assigned Contracts”) and all accrued or prepaid advertising rights; (i) All licenses, permits, consents, use agreements, approvals, authorizations and certificates of any Governmental Authority to the extent they relate to Seller’s Business (collectively, the “Licenses”), in each case to the extent transferable by the Seller, including without limitation those listed on Schedule 2.1(i); (j) All files, operating manuals and correspondence pertaining to the Equipment; all customer and potential customer lists; mailing lists; all files pertaining to current and potential vendors and suppliers; all price lists; all advertising materials; and copies of three years of financial records (which financial records shall be certified by Queyrouze), business books, records, ledgers, files, documents, business plans, budgets, financial statements, creative materials, advertising and promotional materials, corporate policy documents, architectural plans, mechanical drawings, parking plans, menus, training manuals, recipes, recipe manuals, and/or any other corporate manuals relating to its Business, and any correspondence relating to the Business or reasonably related to the Owned Real Property Business (collectively, the “Books and Records”); (k) All of Seller’s right, title and interest in and any right to lease the property identified in Schedule 2.1(a)-2, which includes all potential lease rights Seller may have, including but not limited options to lease adjacent property or options to purchase the leased premises. (l) All of Seller’s right, title and interest in and to its telephone numbers and the directory advertising for such telephone numbers, to the extent assignable; (m) All domain names, websites and other intellectual property of any kind or nature used by Seller in its Business except for those items identified on Schedule 2.1(m), which items are not used or related to Seller’s Business or to Xxxx’x Xxxxx Steak House; (n) Except as provided in Section 2.2(c), all claims, security and other deposits, prepayments, prepaid expenses, refunds, causes of action, choses in action, rights of recovery, warranties and guarantees with respect to Purchased Assets (including without limitation the Inventory), rights of set off, and rights of recoupment of Seller (including any such item relating to the payment of taxes other than income taxes) and all federal, state and local franchise and property tax credits (“Claims”); (o) Seller’s working cash, which shall be $1,000 per restaurant (the “Assigned PermitsWorking Cash”); and (hp) all All tax credits or rights to credits available to Seller in connection with the operation of Seller’s rights as declarant Business to the extent transferable to Purchaser but excluding any tip credits or similar capacity under CC&Rs with respect income tax credits usable by Seller up to Associationsthe Closing Date.

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 Sellers shall sell, transfer, assign, convey and deliver to BuyerEnghouse US, and Buyer will Enghouse US shall purchase from Sellers, free and accept from Sellerclear of all Encumbrances (except for Permitted Encumbrances), all right, title and interest of Seller Sellers in, to and under the following properties all of the assets of Sellers (whether or not in the physical possession of Sellers) relating to the Mediasite Business other than the Excluded Assets (collectively, the “"Purchased Assets”):"). 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 and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and Net Accounts Receivable of Sellers; (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-process, finished goods, goods other inventory, and related parts and supplies, in transiteach case including all packaging, manufactured and purchased supplies labels, and other materialssimilar items related to the Mediasite Business listed on Schedule 2.1(a)(ii) and any other personal property as is owned by included in the Seller, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement Closing Net Cash Assets calculation (collectively, the “Personal Property”"Inventory"); (ciii) all customer purchase orders related to the Mediasite Business; (iv) all supplier purchase orders related to the Mediasite Business; (v) the Home Sale Contracts as of the Closing Date set forth on Schedule 2.1(a)(v) (the “Assigned Home Sale "Assumed Contracts”"), including all claims or causes of action of Sellers with respect to the Assumed Contracts; (vi) all Intellectual Property that is owned by Sellers and used, held for use, or otherwise related to the Mediasite Business, including the Intellectual Property set forth on Schedule 2.1(a)(vi) (the "Purchased Intellectual Property"); (dvii) the Software that is owned by Sellers and used, held for use, or otherwise related to the Mediasite Business (the "Purchased Software"), which shall not be Excluded Assets notwithstanding anything in Section 2.3 to the contrary; (viii) all xxxxxxx money deposits and Tangible Personal Property other forms than Excluded Tangible Personal Property; (ix) the Permits of security Sellers listed on Schedule 2.1(a)(ix) (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”"Transferred Permits"); (ex) all customer books, records, manuals and vendor other written documents (in any form or medium) related to the Mediasite Business, including advertising or promotional materials, price lists, and business and financial mailing lists, customer lists, sales data, purchasing records, books, and documents (including any books and personnel 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, Transferred Employees (including all of Seller’s rights to architectural documented performance reviews), financial and engineering plans, subject to applicable fees for the reuse, signing accounting records and sealing of such plans, water research 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) development files (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"Books and Records"); (gxi) all Permits of Sellers' rights under warranties, indemnities and all similar rights against third parties, and all refunds (excluding Tax refunds), claims, causes of action (including claims for infringement), rights of recovery, rights of set off and rights of recoupment, in each case, arising out of the Purchased Assets; (xii) any other assets of Sellers to the extent such items are included in the name calculation of Seller and related to the Owned Real Property Closing Net Cash Assets; (xiii) all goodwill associated with any of the “Assigned Permits”)assets described in the foregoing clauses; and (hxiv) all any other assets of Seller’s rights as declarant or similar capacity under CC&Rs with respect Sellers needed for operation of the Mediasite Business. For greater certainty, the parties acknowledge and agree that, effectively, and subject to Associationsthe terms hereof, the Mediasite Business is being transferred hereunder by Sxxxxxx through (i) the transfer of the Purchased Assets owned directly by Sellers (being SF and SFMS) and (ii) the transfer of the two Transferred Companies (being Sonic Foundry International and Mediasite K.K.).

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 On the terms set forth in this Agreement and subject to the conditions hereof and contained herein, the provisions of Section 1.6Seller shall sell, at the Closing, Seller will sellconvey, transfer, assign, convey assign and deliver to Buyer, and the Seller shall cause Buyer will purchase to purchase, acquire and accept from the Seller, free and clear of all Liens (other than those Liens included in the Assumed Liabilities), all of the Seller’s right, title and interest in and to all of Seller in, to and under the following properties assets which Seller owns or in which Seller has any right, title or interest, other than those assets specified as Excluded Assets (collectively, the “Purchased Assets”):) as the same shall exist on the Closing Date: (a) subject to Section 1.5all accounts or notes receivable of the Business; (b) all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories of the Business (“Inventory”) (c) all Contracts set forth on Schedule 2.1(c)(i), the Land, together with all structures, buildings, improvements, machinery, fixtures, Leases set forth on Schedule 2.1(c)(ii) and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: (iIntellectual Property Licenses set forth on Schedule 2.1(c)(iii) 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 are 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 Intellectual Property owned by Seller and other forms of security exclusively used in connection with the Business, including the Intellectual Property Registrations set forth on Schedule 2.1(d) (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract DepositsIntellectual Property Assets”); (e) all customer furniture, fixtures, equipment, supplies 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 personal property 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 listed on Schedule 2.1(e) (“Tangible Assets”); (f) all rightsPermits listed on Schedule 2.1(f), obligations, and duties of Seller arising out of Contracts relating but only 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 such Permits may be transferred under applicable Law; (g) all Permits in prepaid expenses, vendor rebates, credits, advance payments, security, deposits, charges, sums and fees to the name of Seller and extent related to the Owned Real Property (the “Assigned Permits”); andAssets; (h) all of Seller’s rights as declarant under warranties, indemnities and all similar rights against third parties to the extent related to any Assets; (i) all rights to any action, suit or similar capacity under CC&Rs claim of any nature available to or being pursued by Seller, whether arising by way of counterclaim or otherwise, to the extent related to any Assets or to the Business; (j) all books and records, including 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, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with respect any Governmental Authority), sales material and records, strategic plans, internal financial statements and marketing and promotional surveys, material and research, that exclusively relate to Associationsthe Business or the Assets (the “Books and Records”), other than books and records set forth on Schedule 2.1(j); (k) the corporate or marketing names “LogoSportswear”, “Logo Sportswear”, “LogoSoftwear”, “T Fund”, “Team Sportswear” and all derivations thereof; and (l) all goodwill associated with any of the assets described in the foregoing clauses (a) to (k).

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 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 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 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. 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 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 and subject to Agreement, on the conditions hereof and the provisions of Section 1.6, at the ClosingClosing Date (defined below), Seller will sell, transfer, assign, convey and deliver sell to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest the assets of Seller in, to and under the following properties listed below (collectively, the “"Purchased Assets”):"). The Purchased Assets will be purchased free and clear of all security interests, liens, restrictions, claims, encumbrances or charges of any kind ("Encumbrances"), except as provided herein. The Purchased Assets will include the following items: (a) subject to Section 1.5All equipment, furniture and other personal property of Seller used in the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or Businesses as set forth in the 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”Schedule 1.1(a), but expressly excluding the Removed Real Property; (b) all tangible The personal property owned by leases of Seller and used in connection with the Owned Real Property Business as of set forth in 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”attached Schedule 1.1(b); (c) The client accounts, agreements, understandings and contracts of Seller used in the Home Sale Contracts Business as of set forth in the Closing Date attached Schedule 1.1(c) (the “Assigned Home Sale Assumed Contracts”); (d) All trademarks and trademark applications, and all xxxxxxx money deposits patents and patent applications, including specifically those set forth in attached Schedule 1.1(d), all goodwill associated therewith, and all computer software developed by Seller, including all documentation thereof and all other forms Intellectual Property (as defined in Section 3.5) of security (whether or not held in escrow) held or controlled by or for Seller pursuant Seller, and all rights to use the Assigned Home Sale Contracts (name “Home Sale Contract DepositsExpress Employment Agency” and “Express Staffing Services”);. (e) all customer and vendor listsAll marketing or promotional designs, and business and financial recordsbrochures, advertisements, concepts, literature, books, and documents (including media rights, rights against any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent other person in respect of 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 documentspromotional properties, in each case relating to primarily used or useful or developed or acquired by the Owned Real Property;Seller for use in connection with the ownership and operation of the Business and the Purchased Assets (f) All other intangible assets, including without limitation all rightssupplier lists, obligationscustomer lists, goodwill, "know-how," proprietary information and duties of Seller arising out of Contracts trade secrets relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(fBusiness; and all manufacturers' warranties (including pending warranty claims) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior and manuals relating to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Purchased Assets; (g) All of the Seller's lease deposits on leases assumed by Buyer as set forth in attached Schedule 1.1(g); (h) All permits relating to the operation of the Business, to the extent such permits are transferable and whether or not all Permits action necessary to effect such transfer has been taken prior to the Closing; (i) All real property leases of Seller, to the extent such are assignable, as set forth in the name Schedule 1.1(i) (j) All telephone and facsimile machine numbers assigned to Seller, in­cluding without limitation tele­phone book listings, and all goodwill associated therewith as set forth in attached Schedule 1.1(j); (k) Except as expressly set forth in Section 1.3, all papers, documents, computerized databases, books and records (including all data stored on discs, tapes or other media) of Seller and related to the Owned Real Property (Purchased Assets and Business operations, including without limitation all software design documents, source code, employer records and workers’ compensation records relating to employees hired by the “Assigned Permits”Buyer, sales records, marketing records, accounting and financial records, and maintenance and production records as set forth in attached Schedule 1.1(k); and (hl) All claims, causes of action, rights of recovery and rights of setoff of every type and kind relating to the Purchased Assets and all claims, causes of Seller’s action, rights of recovery and rights of setoff of every type and kind relating to the Assumed Obligations (as declarant defined in Section 1.2), in each case whether accruing before or similar capacity under CC&Rs with respect to Associationsafter the Closing; provided, however, that the definition of Purchased Assets shall not include any items defined as Excluded Assets in Section 1.3.

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 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 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. 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 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 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 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 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 The Purchased Assets are the terms following assets of Seller: (a) All of the billboard displays and other out-of-home advertising structures set forth and described in this Agreement Schedule 2.2(a) attached hereto, together with all components, fixtures, parts, appurtenances and subject equipment attached 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 or made a part thereof (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 property owned by Seller and used in connection with the Owned Real Property as other grants of the date of this Agreementright to place, includingconstruct, specificallyown, without limitationoperate, or maintain the Purchased Structures, or relating to unbuilt locations in Pleasantville, New Jersey and Trenton, New Jersey, 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 rights therein (collectively, the “Personal Property”"Site Leases"), including those Site Leases listed on Schedule 2.2(b); (c) All rights under advertising contracts and contracts for telecommunication equipment existing on the Home Sale Closing Date (collectively, the "Advertising Contracts") associated with (i) those structures on Schedule 2.2(c)(i) (the "Leased Structures") and (ii) the Purchased Structures (the Leased Structures and the Purchased Structures, collectively, the "Structures"), including those Advertising Contracts listed on Schedule 2.2(c) attached hereto; and all rights of Seller to the advertising copy displayed on the Structures as of the Closing Date (the “Assigned Home Sale Contracts”)Date; (d) To the extent assignable, all xxxxxxx money deposits state and other forms of security (whether local licenses or not held in escrow) held or controlled by or for permits/tags which Seller pursuant has with respect to the Assigned Home Sale Contracts Purchased Structures and all other Governmental Authorizations that Seller has with respect to the operation of the Purchased Structures, (“Home Sale Contract Deposits”collectively, the "Permits"); (e) all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents All prepaid expenses of Seller as of the Effective Time 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 proration at Closing pursuant to the Owned Real PropertySection 2.6(a); (f) all rights, obligations, All pertinent Books and duties of Seller arising out of Contracts Records relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(f) of the Disclosure Schedule Purchased Assets (other than except for 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”Leased Structures for which Buyer shall receive only copies); (g) all Permits All furniture, equipment and inventory used at the Plant and set forth on Schedule 2.2(g) but excluding those listed on Schedule 2.2(x); (h) Any Intangible Property used in connection with the name of Seller and related to the Owned Real Property Purchased Assets not otherwise described in this Section 2.2; (the “Assigned Permits”)i) Any Contracts listed in Schedule 2.3; and (hj) To the extent assignable, all rights (including any benefits arising therefrom), causes of Seller’s action, claims and demands of whatever nature (whether or not liquidated) of Seller relating to the Purchased Assets, including, without limitation, condemnation rights as declarant or similar capacity and proceeds, and all rights against suppliers under CC&Rs with respect to Associationswarranties covering any of the Purchased Assets. Notwithstanding the foregoing, the Purchased Assets shall not include any accounts receivable, the Leased Structures, the Plant and the assets listed on Schedule 2.2(x) (collectively, the "Excluded Assets").

Purchased Assets. Upon the terms set forth Except as otherwise specifically provided in this Agreement and subject to the conditions hereof and the provisions of Section 1.62.1(b), at the Closing, 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 Liens, other than Permitted Liens, all right, title and interest in and to all of the assets, properties and rights of Seller, wherever located, and whether or not reflected on the books of Seller in, to and under the following properties (collectively, the “Purchased Assets”): (a) subject to Section 1.5), the Landincluding all right, together with all structures, buildings, improvements, machinery, fixtures, title and equipment affixed or attached interest in and to the Land and all easements and rights appurtenant thereto, including: following: (i) all easementsEquipment, privileges and rights belonging or in any way appurtenant to including the Land; and specific assets listed on Schedule 2.1(a)(i); (ii) any and all air rightsaccounts receivable, subsurface rightstrade receivables, development rightsnotes receivable, and water rights appurtenant other receivables (other than notes or receivables from any Selling Party), and the right to bill customers for products sold or services provided prior 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 Closing (collectively, the “Personal PropertyReceivables”); (ciii) all Inventory; (iv) all Contracts listed on Schedule 2.1(a)(iv), and all bona fide purchase orders issued to and accepted by Seller in the Home Sale Contracts as ordinary course of the Closing Date Business (collectively, the “Assigned Home Sale Assumed Contracts”); (dv) all xxxxxxx money deposits and other forms rights to receive vendor rebates accruing in respect 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”)Business; (evi) 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; (fvii) all rightsprepaid expenses and deposits, obligationsdeferred charges, advance payments, security deposits and duties of Seller arising out of Contracts prepaid items relating to the construction of Housing Units in the Ordinary Course Business or otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related Purchased Assets, excluding any such items exclusively 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”)Excluded Assets; (gviii) all Permits Permits, to the extent transferable or assignable; (ix) all records and Confidential Information; (x) all rights to receive any insurance proceeds payable in respect of any Purchased Asset; (xi) all claims, warranties, choses in action, causes of action (including for past infringement or misappropriation), rights of recovery and rights of set-off of any kind against third parties (including any warranties from contractors, subcontractors, vendors or suppliers regarding their performance, quality of workmanship or quality of materials) or the Assumed Obligations, and the right to receive and retain mail and other communications relating to the Business, the Purchased Assets or the Assumed Obligations; (xii) all Intellectual Property generated or used or held for use in connection with the Business (including the right to use the name of Seller and related to the Owned Real Property (the “Assigned Permits”Southern Hydraulic Cylinder” or any derivatives thereof as a corporate or trade name); and (hxiii) all of Seller’s goodwill and going concern rights as declarant associated with the Business or similar capacity under CC&Rs with respect to Associationsthe Purchased Assets.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement on the Closing Date and subject to the conditions hereof and the provisions of Section 1.6, at the ClosingEffective Time (as hereinafter defined), Seller will shall sell, transfer, assign, convey and deliver to Buyer, and Buyer will shall purchase and accept acquire from Seller, free and clear of all liens, encumbrances, claims, restrictions, security interests, obligations and liabilities ("Liens"), all of the property and assets of every kind and description that are owned by Seller and used or held for use in connection with the operations of the CPRU at the Effective Time except the Excluded Assets (as hereinafter defined) (collectively, the "Purchased Assets"), including: 1.1.1. all machinery, equipment (including clinical equipment), supplies of all kinds, computers (including screens, printers and other hardware), furniture, furnishings and accessories, shelving, storage, leaseholds and any other fixed assets currently owned by Seller for use in connection with the operations of the CPRU, including all such assets listed on Schedule 1.1.1, and all documentation associated with the use, maintenance, calibration, repair and validation of such assets; 1.1.2. all inventories (including consumables, raw materials and new and unused supplies) on hand at the CPRU; 1.1.3. all of Seller's or Parent's right, title and interest in and to the all operating leases with respect to any of the Purchased Assets, including the operating leases described in Schedule 1.1.3 (the "Operating Leases"); 1.1.4. the leasehold interest of Parent in and to the real property located at 300 X. Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxx (the "Leased Property") and all right, title and interest of Seller in, Parent in and benefits of Parent to and under the following properties real property lease between 300 X. Xxxxxxxxx Xxxxxx, LLC and Parent dated May 4, 2007 in respect of the Leased Property (collectivelythe "Real Property Lease"); 1.1.5. all prepaid expenses exclusively related to the business of the CPRU, including all such prepaid expenses listed on Schedule 1.1.5; 1.1.6. all customer and supplier lists, customer and supplier contact information (including telephone numbers) and purchase and sale records regarding purchases by Seller during the “Purchased Assets”):twelve (12) months prior to the Closing; 1.1.7. all databases, data collections, information and records with respect to volunteers of Seller (aincluding their medical history and participation in studies, to the extent permitted by law); 1.1.8. all personnel files and records held by Seller with respect to all Hired Employees (as such term is hereinafter defined), including all records relating to (i) subject to training received by such employees, (ii) insurance benefits provided by Seller (including group health, dental, life, long-term disability and short-term disability insurance benefits), and (iii) Seller’s defined contribution retirement plan under Section 1.5, 401(k) of the LandInternal Revenue Code; 1.1.9. all computer software and programs listed in Schedule 1.1.9, together with all structuressoftware licenses, buildingsmaintenance contracts and other agreements relating thereto (the "Software Contracts" and together with the Real Property Lease and the Operating Leases, improvementsthe "Purchased Contracts") all program codes and proprietary rights in such software and programs and all documentation and other materials related to such software and programs (including all validation documentation); 1.1.10. all documentation associated with the installation, machinerysite servicing, fixtures, clinical configuration and equipment affixed implementation of telemetry systems forming part of the Purchased Assets; 1.1.11. all books and records (or attached appropriate extracts therefrom) of Seller relating to the Land Purchased 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 operations of the foregoing being collectively referred CPRU (other than those required by law to herein as be retained by Seller, copies of which will be made available to Buyer) (together with, in the “Owned Real Property”case of any such information that is stored electronically, the media on which the same is stored), but expressly excluding including standard operating procedures (SOP's) required to operate the Removed Real PropertyCPRU, employee manuals and other standard employee documentation; 1.1.12. all orders, permits, approvals, consents, waivers, licenses or similar authorizations (b"Licenses") all tangible personal property owned of any Governmental or Regulatory Authority having any regulatory authority over the Seller or Parent or the CPRU, owned, held for use or used 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 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 ContractsCPRU, 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, those listed 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”)1.1.12; and (h) 1.1.13. all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsassets described on Schedule 1.1.13 hereto.

Purchased Assets. Upon Without limiting the terms set forth in this Agreement and subject to foregoing, the conditions hereof Tenafly Purchased Assets, the Bergenfield Purchased Assets 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 Closter Purchased Assets (collectively, 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 and all easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any way appurtenant With respect to the Land; Closter Purchased Assets, all of Seller's interest in the Leased Real Estate, including the Closter Lease, and, with respect to the Tenafly Purchased Assets, all of Seller's interest in the two Tenant Leases identified under paragraph No. 3 of Schedule 3.10 and with respect to the Bergenfield Purchased Assets, all of Seller's interest in the five Tenant Leases identified under paragraph No. 4 of Schedule 3.10; (ii) any All of Seller's tangible assets, including office furniture, office equipment and all air rightssupplies, subsurface rightscomputer hardware and software, development rightsprojectors, and water rights appurtenant projector bulbs, ticketing machines, leasehold improvements on or related to the Land (all of Real Estate or related to the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertyBusiness; (biii) all tangible personal property owned by Seller All of Seller's books, records, manuals, documents, books of account, correspondence, sales reports, literature, brochures, advertising material and used in connection with the Owned Real Property as of like related 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 Business actually located on the Owned Real Property or with suppliers or others as Estate on the Closing Date, specifically excluding all of such items not located on the date of this Agreement (collectively, the “Personal Property”); (c) the Home Sale Contracts Real Estate as of the Closing Date (the “Assigned Home Sale Contracts”)Date; (div) all xxxxxxx money deposits All of Seller's inventory and other forms of security (whether or not held in escrow) held or controlled by or supplies, including concession products, candy items and paper goods for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Business; (ev) 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 All of Seller’s 's rights to architectural and engineering plansunder leases for personal property, 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 Propertyif any; (fvi) all rights, obligations, All of Seller's rights under the Permits 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”)In-Touch Agreement; (gvii) all Permits All of Seller's goodwill and rights in and to the name of Seller "Tenafly Cinema", "Bergenfield Cinema" and related "Closter Cinema"; (viii) Seller's rights to the Owned Real Property (the “Assigned Permits”)telephone numbers for each Cinema location; and (hix) all The goodwill of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Business.

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 below), Seller will in exchange for a payment by Purchaser to Sellers of the Purchase Price and Purchaser’s assumption of the Assumed Liabilities, Sellers shall sell, assign, transfer, assign, convey and deliver deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and Buyer will purchase delivered, to Purchaser, free and accept from Sellerclear of all Encumbrances (other than Permitted Encumbrances), all of Sellers’ right, title and interest in and to all of Seller inthe assets, to property and under rights primarily used or held for use by Sellers in the following properties conduct of the Business as of the Closing Date, including all of the assets, property and rights set forth or described below, but excluding the Retained 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 the Equity Interests in any way appurtenant to the Land; and Transferred Entities; (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant the goodwill of Sellers relating to the Land Business; (iii) all of the foregoing being collectively referred to herein as the “Owned Real Property”Inventory (including all Products), but expressly excluding the Removed Real ; (iv) all Personal Property; (bv) all tangible personal property owned by Seller the Intellectual Property and Software used primarily in connection with the Owned Real Property as conduct of the date of this AgreementBusiness, including, specifically, including without limitation, all equipment, furniture, tools limitation the Registered Intellectual Property and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialsSoftware set forth on Schedule 1.1(d)(v) 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 Transferred Intellectual Property”); together with all rights to xxx and recover damages for past, present and future infringement, dilution, misappropriation on other violation thereof or conflict therewith; (cvi) all IT Assets; (vii) all Contracts primarily relating to the Home Sale Business, including without limitation the Contracts as of set forth on Schedule 1.1(d)(vii), except for the Closing Date Retained Contracts (collectively, the “Assigned Home Sale Assumed Contracts”); (dviii) all xxxxxxx money deposits and other forms of security the real property leases set forth on Schedule 1.1(d)(viii) (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract DepositsAssumed Real Property Leases”); (eix) all Permits used primarily in the conduct of the Business and held by Sellers to the extent the same, or a right to use the same, can be transferred to Purchaser; (x) all of Sellers’ customer and vendor listslists to the extent relating to the Business, and business and financial records, books, all of Sellers’ files and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), credit information) to the extent any relating to customers and vendors of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, Business; including all of SellerSellers’ equipment maintenance data, accounting records, Tax records (including Tax Returns, but only to the extent relating specifically to the Business or to the Transferred Entities, and excluding VAT records relating to the UK Business) inventory records, sales and sales promotional data, package inserts, instruction manuals, owner’s rights to architectural manuals, labels, advertising materials, cost and engineering pricing information, business plans, subject to applicable fees for the reusereference catalogs and any other such data and records, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documentshowever stored, in each case to the extent relating to the Owned Real Property; (f) all rightsBusiness; provided, obligationshowever, that Sellers shall be entitled to retain copies of any such materials which are necessary for, and duties of Seller arising out of Contracts relating may use such copies solely in connection with, their Tax, accounting or legal purposes, provided that such copies and all information contained therein shall be Confidential Information subject to the construction provisions of Housing Units in the Ordinary Course or Section 5.12 and shall otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior be subject to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”provisions of Section 5.4(b); (gxi) all Permits refunds or credits for Taxes arising out of the Business for all Tax periods or portions thereof beginning on or after the Closing Date; (xii) to the extent transferable, all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind, rights to proceeds actually received under third party insurance policies in respect of claims made against such policies prior to Closing and rights under and pursuant to all warranties, representations, indemnities and guarantees made by suppliers of products, materials or equipment, or components thereof to the name of Seller and extent related to the Owned Real Property Business (but excluding all such claims, causes of action, choses in action, rights of recovery and rights of setoff to the “Assigned Permits”extent related to the Retained Assets); (xiii) all trade accounts receivable and trade notes receivable of the Business, whether recorded or unrecorded; and (hxiv) all prepaid expenses and deposits relating primarily to the Business to the extent such prepaid expenses and deposits will accrue to the benefit of Seller’s rights as declarant or similar capacity under CC&Rs with Purchaser in respect to Associationsof the Business on and following the Closing Date.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to Agreement, on the conditions hereof and the provisions of Section 1.6, at the ClosingClosing Date, Seller will shall sell, transferconvey, assign, convey transfer and deliver to Buyer, and Buyer will purchase shall purchase, acquire and accept from Seller, all right, title and interest of Seller in, to and under the following properties specified assets used by Seller in connection with the Business (collectively, the “Purchased Assets”"PURCHASED ASSETS"): (a) subject to Section 1.5, Leasehold interests in real property covered by the Land, together with all structures, buildings, improvements, machinery, fixturesLeases, 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 Propertyleasehold improvements located on such real property; (b) all tangible All machinery, apparatus, back office equipment, computer hardware and equipment (except as expressly excluded in Subsection 2.1.2), furniture and fixtures, supplies (including merchandise bags and gift boxes) and other personal property of every type owned by Seller and used in connection with the Owned Real Property as of Business at 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”)Acquired Stores; (c) All Inventory located at the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)Acquired Stores; (d) all xxxxxxx money deposits All of Seller's rights and other forms of security (whether interests arising under or not held in escrow) held or controlled by or for Seller pursuant to connection with the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Assumed Contracts; (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 PropertyAll Prepaid Expenses; (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”)All Intellectual Property; (g) All books and records and all Permits files, documents, papers and agreements (including those contained in computerized media) pertaining to the Purchased Assets or the Assumed Liabilities (excluding the minute and stock record books of Seller); (h) Customer and vendor records, mailing lists, sales materials, advertising materials and related documentation; (i) Cash in the name amount of Seller $250 in each of the 25 cash registers located at the Acquired Stores; (j) All of the rights and related to interests of G.F. Xxxxxxxx, Xxlyx Xxxxxxxx, xxe GFS Trust and the Owned Real Property (AS Trust arising under or in connection with the “Assigned Permits”)Purchased Assets; and (hk) all of Seller’s rights as declarant or similar capacity under CC&Rs All goodwill associated with respect to Associationsthe foregoing.

Purchased Assets. Upon Subject to and upon the terms and conditions of this Agreement and excluding the assets retained by the Seller as set forth in this Agreement and subject Section 1.1(b) herein (which retained assets include, without limitation, all accounts receivable for services rendered by Seller to its customers prior to the conditions hereof and Effective Time), as of the provisions of Effective Time (as defined in Section 1.61.5 below), at the Closing, Seller will shall sell, transfer, assignconvey, convey assign and deliver deliver, to the Buyer, and the Buyer will shall purchase and accept from the Seller, free and clear of all rightliens and encumbrances (except for Permitted Liens as defined in Section 2.8), title all of the properties, rights, assets and interest business as a going concern, of every kind and nature, real, personal or mixed, tangible or intangible, wherever located, which are owned, leased, licensed or used by Seller in, to in the conduct of its business at the Purchased Offices (as defined below) and under the following properties On-Site Business (as defined below) and which exist at the Effective Time (collectively, the “"Purchased Assets”): (a) subject to Section 1.5"), including, without limitation, 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 assets: (i) all easements, privileges office supplies and rights belonging or in any way appurtenant to similar materials (the Land; and "Supplies"); (ii) all contracts, agreements, personal property leases, arrangements and/or commitments of any and all air rightskind, subsurface rightswhether oral or written, development rightsrelating solely to the Purchased Assets, and water rights appurtenant limited to the Land geographic area serviced by the Purchased Offices and the On-Site Business, as set forth on Schedule 2.12 attached hereto (all of the foregoing being collectively referred to herein as the “Owned Real Property”"Contracts"), but expressly excluding the Removed Real Property; (biii) all tangible personal property Real Property Leases (as defined in Section 2.10); (iv) the motor vehicles described on Schedule 1.1(a)(iv) (the “Motor Vehicles”); (v) all customer lists, files, records and documents (including credit information) relating solely to customers and vendors of the Purchased Assets and limited to the geographic area serviced by the Purchased Offices the On-Site Business and all other business, financial and employee books, records, files, documents, reports and correspondence relating to the Purchased Assets, but excluding records relating to accounts receivable, except to the extent required by Sections 2.22 and 7.2(f) herein (collectively, the "Records"); (vi) all rights of the Seller, if any, under express or implied warranties from the suppliers of the Seller in connection with the Purchased Assets; (vii) all furnishings, furniture, fixtures, tools, machinery, equipment and leasehold improvements owned by the Seller and related to the Purchased Assets, whether or not reflected as capital assets in the accounting records of the Seller (collectively, the "Fixed Assets"), as set forth on Schedule 2.8; and (viii) all computers, computer programs, computer databases, hardware and software owned or licensed by the Seller and used in connection with the Owned Real Property as Purchased Assets, but not to include any proprietary software of Seller; (ix) the right to use any forms, processes and solutions developed by and for Stratus and employed by Stratus, prior to the date of this AgreementClosing, includingin operating the Purchased Offices and the On-Site Business; (x) all municipal, specificallystate and federal franchises, without limitationlicenses, all equipment, furniture, tools authorizations 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 permits of the date Seller which are necessary to operate or are related to the Purchased Assets; (xi) all prepaid charges, deposits, sums and fees of this Agreement (collectivelySeller relating to the Purchased Assets, the “Personal Property”as set forth on Schedule 1.1(a)(xi); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (dxii) all xxxxxxx money deposits claims and other forms rights of security (whether Seller related to 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 arising from 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 (hxiii) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe goodwill of the Purchased Offices and the On-Site Business.

Purchased Assets. Upon Subject to and upon the terms and conditions set forth herein and except for those assets described in this Agreement Section 1.2 hereof, (a) MW and subject Cambridge agree to sell to Moovies, Inc. and Moovies, Inc. agrees to purchase from MW and Cambridge at the Closing (as hereinafter defined) all right, title and interest of MW and Cambridge in an to the conditions hereof tangible and intangible assets of MW and Cambridge (collectively, the provisions of Section 1.6"MW/Cambridge Purchased Assets"), and (b) Franchise agrees to sell to Subsidiary and Subsidiary agrees to purchase from Franchise 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, Franchise in and to the tangible and under intangible assets of Franchise (the following properties (collectively, the “"Franchise Purchased Assets”):"; the MW/Cambridge Purchased Assets and the Franchise Purchased Assets being hereinafter collectively referred to as the "Purchased Assets"); including without limitation the following: (a) subject to Section 1.5All Inventory of the Companies as of the Closing located at the Stores (as such Stores are listed on Schedule 4.19) or at warehouses of the Companies, the Landincluding without limitation, together with all structuresvideo cassettes, buildingsvideo games, improvements, machinery, fixturesvideo game hardware and software, and equipment affixed or attached to video cassette players held at such Stores for rental and sale (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”"Inventory"), but expressly excluding the Removed Real Property; (b) All of the Companies' right, title and interest in and to all other tangible personal property owned by Seller and used in connection with relating to the Owned Real Property as of Stores and 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 conducted thereat; (c) All of the Home Sale Contracts Companies' machinery, appliances, equipment, including the Companies' computer hardware and operating software to the extent assignable with consent, vehicles (identified on Schedule 4.13), tools, supplies, leasehold improvements, construction in progress, furniture and fixtures used or held for use by the Companies in connection with the Business as of the Closing Date Closing, including those items listed on Schedule 4.13 attached hereto (the “Assigned Home Sale Contracts”"Fixed Assets and Vehicles"); (d) all xxxxxxx money deposits and other forms All Intellectual Property (as defined in Section 4.15 below) 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”)Companies; (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 All of the foregoing are related to or used with respect to Companies' right, title and interest under those Leases (as defined in Section 4.19 below) and Contracts (as defined in Section 4.16 hereof) (collectively the Owned Real Property, Personal Property or the "Assigned Leases and 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 of the Companies' right, obligations, title and duties of Seller arising out of Contracts relating interest in and to the construction of Housing Units in telephone numbers for the Ordinary Course or otherwise listed on Section 1.1(f) of Business and the Disclosure Schedule (other than those related to Housing Units that have been sold prior directory advertising for such telephone numbers, to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)extent assignable; (g) all Permits All claims, security and other deposits, refunds, prepaid expenses, causes of action, choses in action, rights of recovery, warranty rights, rights of set off in respect of the Business and the Purchased Assets, Reimbursable Cooperative Expenses (as defined in Section 3.16 hereof) including without limitation, those items listed on Schedule 4.10 attached hereto (collectively, the "Deposits"), except that if and to the extent the Companies are able to obtain a landlord's consent to the return of the security deposit prior to the Closing without the necessity of Moovies substituting a security deposit therefor (or otherwise providing any additional economic benefit to such landlord), the Companies may retain such returned Store security deposit as an Excluded Asset (as defined in Section 1.2 below); (h) All of the Companies' licenses, consents, permits, variances, certifications and approvals of governmental agencies used or held for use in connection with the Business to the extent transferable; (i) $500 per Store (as defined in Section 3.3(a) hereof), which $500 per Store will be left by the Companies in the name cash register or safe of Seller and related each Store at Closing for the benefit of Moovies; (j) All accounts receivable of the Companies relating to the Owned Real Property Business as of Closing (the “Assigned Permits”"Accounts Receivable"); and (hk) all of Seller’s rights Ordered Items (as declarant or similar capacity under CC&Rs with defined in Section 2.6(b) hereof) or, if the Ordered Items have not been received by the Companies prior to the Closing Date, the purchase orders and Reimbursable Cooperative Expenses, if any, in respect to Associationsthereof.

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 1.6Agreement, Sellers hereby agree that at the ClosingClosing (as defined in Section 3.1, Seller will below) they shall sell, transfer, assignconvey, convey and deliver assign to BuyerBuyer free and clear of all mortgages, taxes, liens, security interests, pledges, encumbrances and Claims (other than Permitted Liens and Encumbrances as defined on Schedule 1.1), and Buyer will hereby agrees at the Closing to purchase and accept from Seller, Sellers all of Sellers' right, title and interest in and to all items of Seller inpersonal property, to whether tangible or intangible, and all interests in real estate, whether owned in fee or held under lease or license, used in the following properties operation of the Restaurants, held or used for Restaurants under development, or located in the Restaurants (collectively, the “"Purchased Assets”):"), including but not limited to the following: (a) subject to The Franchise Agreements listed on Exhibit 1.1(a) and the items described in 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”3.2(f), but expressly excluding the Removed Real Propertybelow; (b) all tangible personal property owned by Seller Each Seller's interest as lessee in and used in connection with to the Owned Real Property Leases (as of the date of this Agreementdefined in Section 4.4(c), includingbelow), specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materialsof each such Seller's interest under the Real Property Leases in the buildings, work-in-processfixtures, finished goodssigns, goods in transitparking facilities, manufactured and purchased supplies and trash facilities, fences, utilities, other materials) leasehold improvements, and any other personal property as is owned by the Sellerand all easements, whether located on the Owned rights, privileges, tenements, appurtenances and hereditaments related to such Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Leases; (c) the Home Sale Contracts All Owned Real Property (as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether or not held defined 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 AssetsSection 4.4(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 Contractsbelow), including all of Seller’s rights to architectural and engineering plansSellers' interest in the buildings, subject to applicable fees for the reusefixtures, signing and sealing of such planssigns, water and sewerparking facilities, electrical and building planstrash facilities, fences, utilities, other improvements, and any and all other plans easements, rights, privileges, tenements, appurtenances and specifications, drawings and other similar documents, in each case relating hereditaments related to the Owned Real Property; (d) All Assumed Contracts (as listed on Schedule 4.4(j)); (e) All equipment and leasehold improvements used in the normal and customary operations of the Restaurants (whether or not located or installed in a Restaurant), including but not limited to the furniture, machinery, equipment, tables, chairs, cash registers, computer equipment, ovens, refrigerators, display cases, shelves, utensils, tools, pans, lights, uniforms, signs, menus, glasses, plates, dishes, silverware, pitchers, smallwares, books, cabinets, racks, towels, decor, bars, and bar equipment (the "Equipment"); (f) all rightsAll inventories of foodstuffs, obligationsbeverages (including liquor), paper products, cleaning supplies and duties of Seller arising out of Contracts relating to other supplies (the construction of Housing Units "Inventories") which are in the Ordinary Course or otherwise listed Restaurants on the Closing Date (as defined in Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior to the Closing) (collectively3.1, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”below); (g) all Permits All of Sellers' other rights and property interests of any nature which are customarily used in the name operation of the Restaurants, including, but not limited to rights to use existing Restaurant telephone numbers and rights arising under equipment warranties to the extent assignable; (h) All assignable computer software and related manuals, data transmission equipment and related software, software licenses ("Transferred Licenses"), and portable computers used by field personnel and used in connection with the operation of the Restaurants, including those items set forth on Schedule 1.1(h) hereto; (i) Stock in any entity (other than a Seller) owned by any Seller and which holds assets related to the Owned Restaurants; (j) All original records and files (the Sellers may retain copies thereof) related to the Real Property (as defined in Section 4.4(b) below) such as rent calculations, landlord correspondence, purchase agreements, deeds, construction documents, title reports, environmental and engineering reports, appraisals, surveys, etc.; (k) All original accounting records and files (the “Assigned Permits”Sellers may retain copies thereof) related to Retained Employees (as defined in Section 5.5(a)) in or assigned to the Restaurants who accept employment with Buyer as of the Effective Time (as defined in Section 3.4 below); (l) All rights under all warranties, express or implied, or other claims for damages or loss (unless any such Purchased Assets are replaced prior to the Closing Date or the Purchase Price has been reduced to reflect the loss of any such Purchased Asset) related to any of the Purchased Assets; and (hm) all of Seller’s rights as declarant All cash in amounts normally used to open the Restaurants (not including prior day's receipts held for deposit), provided that in no event shall such cash be more or similar capacity under CC&Rs with respect to Associationsless than $1,000 per Restaurant.

Purchased Assets. Upon Subject to and upon the terms and conditions set forth in this Agreement and subject to (including, for the conditions hereof and the provisions avoidance of doubt, Section 1.61.2), at the Closing, Seller will shall sell, transfer, assign, convey and deliver assign to BuyerPurchaser, and Buyer will Purchaser shall purchase and accept from Seller, free and clear of any Liens (other than Permitted Liens), all of Seller’s right, title and interest of Seller in, to and under all of the following rights, assets, and properties but excluding the Excluded Assets (collectively, the “Purchased Assets”):); 1.1.1 the accounts receivable and trade accounts due or accruing to Seller as of the Closing to the extent arising exclusively from the Catawba Mill Business, whether current or past due, and any security, claim, remedy or other right to receive payment of the foregoing (a) subject to Section 1.5collectively, the Land“Receivables”), other than as provided in Section 1.2.11; 1.1.2 the inventory of finished goods (including goods in transit), raw materials, the Stock, mill stores, work in progress, packaging, supplies, components, consumables, logs, and other inventories (but excluding parts and other supplies constituting Owned Equipment) of the Catawba Mill Business as of Closing (the “Inventory”); 1.1.3 the real property of the Catawba Mill Business described on Schedule 1.1.3, together with Seller’s right, title and interest in and to all buildings, structures, buildingsfixtures and improvements thereon (including those under construction) and Seller’s right, improvementstitle and interest, machineryif any, fixturesin and to all privileges, and equipment affixed or attached to the Land and all rights, easements and rights appurtenant thereto, including: (i) all easements, privileges and rights belonging or in any of 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 Property; 1.1.4 subject to Section 1.3, all rights of Seller under the Real Property Leases; 1.1.5 the machinery, equipment, parts, furniture, fixtures, materials, supplies, tools, leasehold improvements, telephone systems, computer systems, motor vehicles (bincluding all tractors and trailers) all and other items of tangible personal property (other than Inventory) or fixed assets, in each case, that are owned by Seller and used are located in connection with the or on any Owned Real Property as of the date of this Agreement, including, specifically, without limitationClosing (the “Owned Equipment”); 1.1.6 subject to Section 1.3, all equipment, furniture, tools rights of Seller under the equipment leases related to the Catawba Mill Business set forth on Schedule 1.1.6 (the “Equipment Leases” 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 equipment with respect thereto being the “Leased Equipment”); 1.1.7 the Intellectual Property set forth on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectivelySchedule 1.1.7, the goodwill and going concern value related thereto, and all income, royalties, damages and payments relating thereto (the “Personal Owned Intellectual Property”); (c) 1.1.8 subject to Section 1.3, all rights under the Home Sale Contracts as of the Closing Date intellectual property licenses set forth on Schedule 1.1.8 (the “Assigned Home Sale ContractsIntellectual Property Licenses” and the Intellectual Property licensed pursuant thereto being the “Licensed Intellectual 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 (“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 On the terms set forth in and conditions of this Agreement and subject to Agreement, the conditions hereof and the provisions of Section 1.6Company shall sell, at the Closing, Seller will sellconvey, transfer, assign, convey assign and deliver to Buyer, and Buyer will purchase and accept from Seller1 at the Closing (as hereinafter defined), all of the Company's right, title and interest in and to all of Seller inthe assets owned or leased by, to or licensed to, the Company of every kind, type or description, wherever located, whether now existing or hereafter acquired, that are used or held for use primarily in the operation of, or otherwise are primarily related to, the Cosmetics Division, whether tangible or intangible, real, personal or mixed (the "PURCHASED ASSETS"), free and under clear of all Liens (as hereinafter defined), except for Permitted Liens (as hereinafter defined). The Purchased Assets shall not include the Excluded Assets (as hereinafter defined) and shall include, without limitation, the following properties (collectively, the “Purchased Assets”):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 easementstrade accounts receivable, privileges notes receivable (including with respect to leases of equipment), negotiable instruments and rights belonging or in any way appurtenant to chattel paper received as a result of the Land; and operation of the Cosmetics Division; (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 assets used or held for use primarily in connection with the Owned Real Property as business or operations of the date of this AgreementCosmetics Division, includingincluding machinery and equipment, specificallyparts, without limitationcomputer hardware, all copiers, tools, dies, jigs, patterns, molds, office equipment, leasehold improvements, fixtures and other improvements on real estate, furniture, tools automobiles, trucks and supplies other vehicles, and including those items as set forth on SCHEDULE 1.01(a)(ii); (iii) all inventory used or held for use primarily in connection with the business or operations of the Cosmetics Division wherever located (including all construction raw materials, work-in-work in process, finished goods, goods labels and packaging materials, service parts and supplies), including all inventory used or held for use at the storage space leased by the Company for the Cosmetics Division in transitBrownsville, manufactured Texas and purchased supplies Dayton, New Jersey and at the Company's facilities in Elk Grove, Illinois and Cepillos' facility in Matamoros, Mexico; (iv) all agreements, commitments, understandings, binding arrangements, licenses and other materialslegally binding arrangements (and benefits arising therefrom) and any other personal property as is owned by primarily relating to or arising primarily from the Seller, whether located on the Owned Real Property business or with suppliers or others as operations of the date of this Agreement Cosmetics Division (collectively, the “Personal Property”"ASSUMED CONTRACTS"), including without limitation those Material Contracts (as hereinafter defined) set forth on SCHEDULE 1.01(a)(iv), and all rights against suppliers for repair or replacement of defective products covering any of the tangible assets of the Cosmetics Division, to the extent legally transferable; (v) all Permits (as hereinafter defined) set forth on SCHEDULE 1.01(A)(V); (cvi) all sales orders and sales contracts, purchase orders and purchase contracts, quotations and bids generated by the Home Sale Contracts as operation of the Closing Date Cosmetics Division; (vii) all customer lists, customer records and customer information relating to the Cosmetics Division; (viii) all intellectual property rights used by the Company, Parent or Cepillos primarily in or otherwise primarily relating to the business or operations of the Cosmetics Division, including the following: all patents and patent applications listed in SCHEDULE 2.08 and all rights deriving therefrom (the “Assigned Home Sale Contracts”"PATENTS"); all trademarks, trademark applications and trademark registrations, trade names, service marks and service names listed in SCHEDULE 2.08, together with the goodwill associated therewith and all rights deriving therefrom (the "TRADEMARKS"); all registered copyrights listed in SCHEDULE 2.08 or unregistered copyrights used or held for use primarily in connection with the business or operations of the Cosmetics Division and all rights deriving therefrom (the "COPYRIGHTS"); all internet domain names listed in SCHEDULE 2.08 (the "DOMAIN NAMES"); and, any know-how, unpatented inventions, commercial and technical trade secrets, engineering, production and other designs, drawings, specifications, formulae, technology, computer and electronic data processing programs and software, processes, know-how, confidential information, business and marketing plans, trade dress and slogans, licenses and rights with respect to the foregoing and all goodwill associated with such intellectual property rights (together with the Patents, the Trademarks, the Copyrights and the Domain Names, the "INTELLECTUAL PROPERTY"); (dix) all xxxxxxx money deposits goodwill of the Cosmetics Division, including the right to represent oneself as the successor to the Cosmetics Division; and (x) all books and records, wherever located, primarily relating to the Cosmetics Division including the following: blueprints, drawings and other forms technical papers, payroll, employee benefits, accounts receivable and payable, inventory, maintenance, and asset history records, ledgers, and books 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) original entry, all customer insurance records and vendor OSHA and EPA files, sales records, books of account, files, invoices, inventory records, accounting records, product specifications, drawings, engineering, operating and production records, advertising materials, cost and pricing information, supplier lists, business plans, catalogs, quality control records and business manuals, research and financial recordsdevelopment files, laboratory books, patent and documents (including any books trademark files and records or documents relating to Taxes imposed on the Purchased Assets)litigation files, to the extent AND EXCLUDING 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, obligationsExcluded Assets, and duties of Seller arising out of Contracts relating including, if reasonably requested by the Buyer, such other redacted records as may be necessary to operate 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 AssociationsCosmetics Division.

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof and set forth herein, on the provisions of Section 1.6Closing Date, at the Closing, Seller will Sellers shall sell, transfer, assign, convey and deliver to the Buyer, and the Buyer will shall purchase and accept from Sellerthe Sellers, free and clear of all Liens (other than the Permitted Liens), all of the Sellers’ right, title and interest in and to the Assets of Seller inthe Sellers described below (hereinafter, collectively referred to and under the following properties (collectively, as the “Purchased Assets”): (ai) subject to Section 1.5All furniture and furnishings, the Landcomputers, together with all structures, buildings, improvements, machineryoffice supplies, fixtures, leased personal property 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 of every kind and used description located 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 Acquired Stores (collectively, the “Tangible Personal Property”); (cii) All Inventory (other than Purchased Consignment Goods) located in the Home Sale Contracts as of the Closing Date Acquired Stores (the “Assigned Home Sale ContractsPurchased Inventory”); (diii) all xxxxxxx money deposits All Purchased Consignment Goods, wherever located; (iv) All of Sellers’ right, title and interest in and to the Purchased Leases; (v) The Licenses and Permits listed or described in Schedule C required for the operation of the Acquired Stores (the “Purchased Permits”), if and to the extent legally transferable by sale; (vi) All books, records, data on hard drives, documents, drawings, reports, data, designs, policies and procedures, and safety, operations, instruction and/or maintenance manuals exclusively or principally relating to the Purchased Assets or the Acquired Stores (collectively, “Books and Records”), provided that Sellers shall retain the rights to inspect, copy and use such Books and Records in connection with the claims and causes of action constituting Excluded Assets pursuant to Sections 2(b)(viii) and 2(b)(ix) below or to the extent otherwise reasonably necessary for the operation or wind down of the remainder of the Sellers’ estates; (vii) All unexpired warranties, indemnities, and guarantees made or given by manufacturers, overhaulers, assemblers, refurbishers, vendors, service providers and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant comparable third parties to the Assigned Home Sale Contracts extent relating to the Purchased Assets, whether provided in connection with the purchase of equipment or entered into independently of such purpose, in each case to the extent permitted by the terms of such warranty, indemnity or guarantee (collectively, the “Home Sale Contract DepositsWarranties”); (eviii) all customer prepaid assets and vendor lists, and business and financial records, books, and documents (including any books and records deposits exclusively or documents principally 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; (fix) all rights, obligations, All goodwill and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course other intangible assets associated exclusively 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 principally 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 (hx) all originals and/or copies of Seller’s rights as declarant or similar capacity under CC&Rs with respect all customer, mailing and supplier lists and other books, records, reports, studies, files, advertising materials and documents of Sellers related exclusively to Associationsthe customers of any of the Acquired Stores.

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, Each Seller will shall sell, assign, transfer, assign, convey and deliver to Buyer, and Buyer will shall purchase and accept from such Seller, free and clear of all Liens other than Permitted Liens, all of such Seller's right, title and interest in, to and under all of the following assets, properties and rights of such Seller, to the extent that such assets, properties and rights exist as of the Closing Date (other than Excluded Assets) (collectively, the Purchased Assets): (i) all inventories of spare parts set forth on Schedule 2.1(a)(i) of the Seller Disclosure Schedules, all other inventories of the Business (including inventories of fuel), finished goods, raw materials, work in progress, packaging and supplies (Inventory); (ii) all Contracts set forth on Part C of Schedule 4.2(b) (collectively, the Assigned Contracts); (iii) all right, title and interest of Seller inin and to, to the extent utilized primarily in the operation of the Project, (A) all Intellectual Property and under (B) the following properties (collectively, the “Purchased IT Assets”):; (aiv) subject all furniture, fixtures, equipment (including any cars, trucks, fork lifts and other industrial vehicles), machinery, parts and other tangible personal property, in each case, to Section 1.5, the Landextent utilized primarily in the operation of the Project and either (A) owned by Sellers and listed on Schedule 2.1(a)(iv)-1 (the Owned Tangible Personal Property) or (B) leased by Sellers and listed on Schedule 2.1(a)(iv)-2 (Leased Tangible Personal Property and, together with all structuresthe Owned Tangible Personal Property, buildings, improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: Tangible Personal Property); (iv) 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 Leased Real Property and Entitled Real Property; (bvi) all tangible personal property owned Governmental Approvals, including Environmental Approvals, listed on Schedule 4.2(f), but only to the extent such Governmental Approvals may be transferred under applicable Law (including, without limitation, upon request or application to the applicable Governmental Person); (vii) all deposits, prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees (including pursuant to any Assigned Contract), in each case set forth on Schedule 2.1(a)(vii); (viii) all of Sellers’ rights under warranties and licenses received from third parties to the extent such warranties may be transferred under applicable Law and Contract (including, without limitation, upon request or application to the applicable Person); (ix) to the extent Sellers possess or can readily obtain the same: all operating records, engineering designs, blueprints, as-built plans, specifications, and equipment repair, safety, maintenance or service records of Sellers relating to the Project (all of the foregoing, collectively, Books and Records); (x) all rights, claims, credits, causes of action or rights of set off against third parties held by Seller and used Sellers in connection with the Owned Real Property as operation of the date Project, including rights under vendors’ and manufacturers’ warranties, indemnities and guaranties to the extent authorized to the extent that such rights, claims, credits, causes of this Agreement, action or rights of set off may be transferred under applicable Law and Contract (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 upon request or application to 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”applicable Person); (cxi) the Home Sale Contracts as any claims, counterclaims, setoffs, rights of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits and other forms of security (whether recoupment, equity rights 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 defenses that Sellers may have 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”)any Assumed Liabilities; and (hxii) all goodwill associated with any of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe assets described in the foregoing clauses.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement Agreement, the Seller agrees to sell, assign and subject transfer to the conditions hereof Purchaser and the provisions Purchaser agrees to purchase from the Seller on the Closing Date, effective as of Section 1.6, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from SellerEffective Time, all of the Seller’s right, title and interest in and to the property and assets primarily used or held for use in connection with the Purchased Business, whether real or personal, tangible or intangible, of Seller in, to every kind and under description and wheresoever situate other than the following properties Excluded Assets (collectively, the “Purchased Assets”):), including the following: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixturesequipment, furniture, computer hardware, software and equipment affixed or attached to network devices, furnishings, accessories and spare parts primarily used in connection with the Land and all easements and rights appurtenant theretoPurchased Business, including: (iincluding the property listed in Section 2.1(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 the “Owned Real Property”), but expressly excluding the Removed Real PropertySeller Disclosure Letter; (b) all tangible personal property owned by Seller and used the Accounts Receivable other than the Accounts Receivable listed in connection with the Owned Real Property as Section 2.2(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 Seller Disclosure Letter which do not relate to 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”)Purchased Business; (c) the Home Sale Contracts as leasehold interest of the Closing Date Seller in and to the Leased Properties together with the Seller’s interest in all fixtures and leasehold improvements located on the Leased Properties; (d) the Leases; (e) Contracts (other than the Contracts listed in Section 2.2(c) of the Seller Disclosure Letter) entered into by the Seller primarily in connection with the Purchased Business including those Contracts listed in Section 2.1(e) of the Seller Disclosure Letter (collectively, the “Assigned Home Sale Assumed 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, the 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 in claims of the name of Seller and related relating to the Owned Real Property Purchased Business or the Purchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or otherwise; (h) to the “Assigned Permits”)extent transferable, all Authorizations issued to the Seller in connection with the Purchased Business or the use and ownership of the Purchased Assets; (i) the Purchased Business IP; (j) the Purchased Business IT; (k) all prepaid expenses and deposits relating to the Purchased Business; (l) the benefit of all third party warranties and guarantees made by suppliers or others relating to the Purchased Assets; and (hm) the goodwill of the Purchased Business, including the right of the Purchaser to (i) represent itself as carrying on the Purchased Business in continuation of the Seller, and (ii) use any words indicating that the Purchased Business is so carried on, all in accordance with the terms of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthis Agreement.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject Agreement, Xxxxxx agrees 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 BuyerPurchaser, and Buyer will Purchaser agrees to purchase and accept from Seller, all of Seller’s right, title and interest of Seller in, in and to and under the following assets, properties and rights: (collectivelyi) that certain real property commonly known as 1000 Naturally Fresh Boulevard, College Park, Georgia as identified on Schedule 1(a)(i) attached hereto and incorporated herein by reference, and to be more particularly described following receipt of the Surveys (as defined below), as provided in Section 3(b) below (the “Purchased AssetsLand”): ) and all of Seller’s right, title and interest in and to the improvements located thereon (athe “Improvements”); (ii) subject the easements, rights of way, development rights, air rights, mineral and water rights and appurtenances to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures, extent belonging and equipment affixed or attached appertaining solely to the Land and the Improvements (the Land, the Improvements and all such rights, 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 appurtenances are collectively hereinafter referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real Property; ; (biii) all tangible personal property property, equipment and fixtures (if any) owned by Seller and located on or used in connection with the Owned Real Property as of the date of this AgreementProperty, 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 materialsA) and any other personal property as is owned by the Seller, whether wastewater treatment system located on at the Owned Real Property (the “Wastewater System”), subject to depletions, replacements or with suppliers or others as additions thereto in the ordinary course of Seller’s operation of the date of this Agreement Real Property, and (collectively, B) those items set forth on Schedule 1(a)(iii) attached hereto (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 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 Purchased Assets shall include the following properties (collectively, the “Purchased Assets”):assets: (a) subject to Section 1.5if any, the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or attached trade accounts receivable of Lil’ Fan not pledged pursuant to the Land Business/Manager Agreement by and between The Farmers Bank and Lil’ Fan dated June 10, 2002 and all easements and rights appurtenant thereto, including: proceeds from the reserve account under said Business/Manager Agreement (i) all easements, privileges and rights belonging whether or in any way appurtenant to not received before or after 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”Closing), but expressly excluding the Removed Real Property; (b) if any, all tangible personal property owned by Seller prepaid expenses and used in connection with advances of Sellers; (c) if any, the Owned Real Property deposits, cash, cash equivalents, marketable securities and expense reimbursements set forth on Schedule 1.2(c), which schedule shall distinguish between the foregoing and which shall be updated and true and complete as of the date of this Agreement, including, specifically, without limitationClosing Date; (d) if any, all machinery, equipment, furnituretooling, tools parts and supplies spare parts used in the operation of the Businesses; (including e) if any, all construction inventory of raw materials, work-in-process, finished goods, goods in transitparts, manufactured and purchased scrap, wrapping, operating supplies and other materialspackaging items and finished goods used or to be used in the Businesses (including any acquired, in-transit or mill direct inventory, except for: (i) such finished goods as have been purchased by the respective customers of Sellers and any other personal property as is are being held, stored or retained for such customers; and (ii) all supplies and raw materials owned by the Seller, whether located on the Owned Real Property or with suppliers or others as third parties and stored at any of the date of this Agreement Sellers’ respective facilities) (collectively, the “Personal PropertyInventory”); (cf) if any, all vehicles (including parts and spare parts therefore), personal property, furniture, fixtures and furnishings used in the Home Sale Contracts as operation of the Closing Date Businesses; (g) if any, the respective contracts, leases and other agreements to which each of Sellers is a party and that are set forth on Schedule 1.4(a)(iv) as contracts that Purchaser wishes to acquire or assume (the “Assigned Home Sale Assumed Contracts”) and all purchase orders to which each of Sellers is a party and that are set forth on Schedule 1.4(a)(iv) (which purchase orders shall be deemed to be included in the definition of the Assumed Contracts); provided, however, that only purchase orders in excess of $5,000 are required to be included on Schedule 1.4(a)(iv); (h) Lil’ Fan’s right, title and interest in and to the Lil’ Fan Business, Lil’s Fan’s good will, corporate name (including any derivations or combinations thereof) and any other intangible asset owned by it and used or to be used in the operation of the Lil’ Fan Business and SH&A’s right, title and interest in and to the SH&A Business, SH&A’s good will, corporate name (including any derivations or combinations thereof) and any other intangible asset owned by it and used or to be used in the operation of the SH&A Business. (i) all patents (and applications therefore), trademarks (and applications therefore), trade names, including without limitation, any rights Sellers may have in the trade names “Lil’ Fan, Inc.” and “Xxxx Xxxxxx & Associates, Inc.” and any derivations or combinations thereof, technologies, service marks, methods, formulations, art work, drawings, designs, data bases, computer systems, software, operating manuals, trade secrets, know-how, inventories, franchises, licenses, business permits, certificates, customer lists, all information, files, records, data, plans and recorded information related to the foregoing and other intellectual property used in the Businesses (the “Purchased Proprietary Rights”); (dj) all xxxxxxx money deposits domain names (URLs), and other forms the websites located thereat, set forth on Schedule 2.12. (k) all operating data and records of security (whether or not held Sellers used in escrow) held or controlled by or for Seller pursuant their respective Businesses, including information, files, records, data, employee files, plans, contracts and recorded information, customer, vendor and supplier lists, production records, accounting records, property records, mailing lists, customer pricing information, credit records, correspondence, office supplies, budgets, documents and records similar to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor listsforegoing, and business all other records 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 files with respect to the Owned Real Propertyassets, Personal Property or the Assigned Contracts, including all of Seller’s properties and 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 Propertybeing transferred hereunder; (fl) all rightsclaims, obligationsrefunds, warranties (express or implied), rights of recovery and duties any other rights Sellers may have against their respective customers and vendors and under any products liability insurance maintained by either of Seller arising out of Contracts relating Sellers, except to the construction extent such rights arise in connection with liabilities not assumed by Purchaser which rights are retained by either 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”)Sellers; (gm) all Permits in qualifications, registrations, filings, privileges, franchises, immunities, licenses, permits, authorizations and approvals of any federal, state or local regulatory, administrative or other governmental agency or body that are used by, or required for, the name ownership and operation of Seller and related to the Owned Real Property (the “Assigned Permits”); andrespective Businesses; (hn) all causes of Seller’s action, judgments, claims, demands and other rights as declarant or similar capacity under CC&Rs with respect to Associationsof Sellers of every kind and nature.

Purchased Assets. Upon Subject to and upon the terms set forth and conditions of this Agreement, and in reliance upon the representations, warranties, covenants and agreements made in this Agreement by the Seller at the Closing on the Closing Date (as defined in Section 5.01 of this Agreement), the Purchaser shall purchase and subject to accept from the conditions hereof Seller, and the provisions of Section 1.6, at the Closing, Seller will shall sell, transfer, assignconvey, convey assign and deliver to Buyerthe Purchaser, free and Buyer will purchase and accept from Sellerclear of all liens, all claims, encumbrances or other right (subject to (a) Rochester’s right, title and interest in and to the BSI/Rochester Patents (subject to the BSI/Rochester Exclusive License), (b) any statutory or regulatory right or interest of Seller inthe U.S. Government in or to Rochester’s right, title and interest in and to the BSI/Rochester Patents, (c) Rochester’s rights and interests under the following BSI/Rochester Exclusive License (a copy of which is attached as Exhibit C to this Agreement), including, without limitation, Rochester’s nonexclusive limited license under the BSI/Rochester Patents and certain of the issued U.S. BSI Patents (collectively, the “IP Encumbrances”), (d) QED’s rights and interests under the BSI/QED Exclusive License (which will be terminated on the Closing Date simultaneous with the Asset Purchase Transaction) and (e) Permitted Encumbrances (as defined in the Asset Purchase Agreement, but excluding encumbrances set forth on Part 3.9 of the Disclosure Letter delivered by QED in connection with the Asset Purchase Agreement)), all of the Seller’s right, title and interest in and to all of its assets and properties used in or relating to the Technology (collectively, the “Purchased Assets”): ), including, without limitation, on a worldwide basis: (a) subject the Seller’s entire right, title and interest in and 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 Scheduled Intellectual Property, including the “Owned Real Property”), but expressly excluding the Removed Real Property; BSI/Rochester Exclusive License; (b) all tangible personal property owned by Seller and used in connection goodwill associated with the Owned Real Property as any of the date of this Agreement, including, specifically, without limitation, all equipment, furniture, tools foregoing; 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 all other intellectual property of the Closing Date (Seller which is related to the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits Technology wheresoever located and other forms of security (whether or not held in escrow) held called or controlled by or for Seller pursuant to reflected on the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer and vendor listsbooks, and business records and financial recordsstatements of the Seller ; provided, bookshowever, that the name Byelocorp Scientific and documents (including any books variations thereof and records or documents relating to Taxes imposed on derivations therefrom shall be excluded from 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 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 sell, transfer, assign, convey and deliver to Buyer, and Buyer will agrees to purchase and accept acquire from Seller and to pay Seller for, free and clear of all Encumbrances, except the Permitted Encumbrances, all of Seller’s right, title and interest in, to and under all assets and properties of every kind and description owned, leased or used primarily in and for the operation of the Project, wherever located, real, personal or mixed, tangible or intangible, other than the Excluded Assets (herein collectively called the “Purchased Assets”), including all right, title and interest of Seller in, to and and/or under the following properties (collectively, the “Purchased Assets”):following: (a) subject to Section 1.5the real property and the real property interests listed on Schedule 4.23, the Land, in each case together with all buildings, structures, buildingsimprovements and fixtures thereon (excluding, improvementshowever, machinerythe Generators, fixtureswhich the parties intend to be transferred hereunder as personal property pursuant to Section 2.1(b)) and all rights, title and equipment affixed or attached interests in and to the Land and all easements and rights appurtenant theretorights, including: (i) all privileges, easements, privileges minerals, oil, gas and rights belonging or in any way appurtenant to the Land; other hydrocarbon substances on and (ii) any and under such real property, all development rights, air rights, subsurface water, water rights, development riparian rights, and water rights appurtenant stock relating to such real property, any rights-of-way or other appurtenances used in connection with the Land beneficial use and enjoyment of such real property, and all roads and alleys adjoining or servicing such real property and other appurtenances thereto (all of collectively the foregoing being collectively referred to herein as matters described in this Section 2.1(a) are called the “Owned Real PropertyProperty 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, workGenerators; Raccoon APA DOCSNY1:1172777.5 12115-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.16 RM9/RM9

Purchased Assets. Upon As used herein, 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 term "Purchased Assets" shall include the following properties (collectively, the “Purchased Assets”):assets: (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, All machinery, equipment, furniture, trade 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 rightsoffice equipment, and water rights appurtenant to other personal property used or held for use in operating the Land Restaurants, as described in Schedule 1.2(a) attached hereto (all of the foregoing being collectively referred to herein as the “Owned Real PropertyFF&E”), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection with The leasehold improvements at the Owned Restaurants, subject to the terms of the respective Assumed Real Property Leases (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 materialsdefined below) and any other personal property Lease Assignment Agreements (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”defined below); (c) All food products, paper and supplies used in operating the Home Sale Contracts Restaurants, including all on-hand inventory of food, beverage and alcohol products at the time of Closing that is in good physical condition and quality, usable and saleable in the ordinary course, not spoiled, damaged or contaminated, and having an expiration date of at least one day after the Closing Date, and all food products, paper and supplies in-transit on the Closing Date that were ordered in the normal course of business (collectively, the "Inventory"); (d) The real property leases and/or subleases for the Restaurants, including all amendments, modifications, extensions, assignments, subleases, renewals and supplements thereto (the “Demised Premises”) identified in Schedule 1.2(d) (the “Assumed Real Property Leases”), copies of which have been delivered to Purchaser prior to the date hereof; (e) All contracts and agreements identified in Schedule 1.2(e) attached hereto, including, without limitation, equipment leases and the leasehold interests in such leased equipment and service contracts, used in operating the Restaurants and assumed by Purchaser (the “Assumed Seller’s Contracts”), copies of which have been delivered to Purchaser prior to Closing; (f) All telephone and facsimile numbers used solely for the Restaurants; (g) The computer software licenses held by Seller with respect to the Restaurants identified on Schedule 1.2(g) attached hereto (“Assumed Computer Licenses”); (h) All federal, state and local governmental permits, licenses and approvals (excluding liquor licenses) relating to the Restaurants to the extent such permits, licenses and approvals, if any, are assignable by Seller; (i) All prepayments and deposits for customer orders received by Seller prior to the Closing but which orders remain unfilled as of the Closing Date (the “Assigned Home Sale ContractsPurchaser’s Order Receivables”); (dj) All rights to indemnification, warranties, claims and causes of action of any kind and all xxxxxxx money deposits defenses, counterclaims and other forms of security (whether or not held choses 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 action 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/or Assumed Liabilities; and (hk) all Change funds for each of Seller’s rights as declarant or similar capacity under CC&Rs with respect the Restaurants, including register cash tills (the “Change Funds”). Notwithstanding the foregoing, the transfer of the Purchased Assets pursuant to Associationsthis Agreement shall not include the assumption of any liability related to the Purchased Assets unless and except to the extent Purchaser expressly assumes that liability pursuant to Section 1.4 below.

Purchased Assets. Upon the terms set forth in this Agreement and subject The following assets are collectively referred 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 as “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: Tangible assets listed in Appendix Article 2.2(a) (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 PropertyTangible Assets”), 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 AgreementSubject to Article 8.4(b)(i), 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 Noah’s raw material inventories on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectively, the “Personal Property”)Closing Date; (c) Subject to Articles 2.6 and 8.5, the Home Sale Contracts rights under the contracts as of the Closing Date listed in Appendix Article 2.2(c) (the “Assigned Home Sale Transferred Contracts”); (d) all xxxxxxx money deposits Seller’s Documents and other forms Records that (i) are directly related to (A)Transferred Employees as set forth In Article 10.2; (B) Purchased Assets; or (C) management of security Noah Operations; or (whether ii) are necessary for the ownership and use of Noah Operations or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts Purchased Assets (“Home Sale Contract DepositsTransferred Documents and Records”); (e) all customer and vendor lists, and business and financial records, books, and documents Immovable Property Rights as listed in Appendix Article 2.2(e) (including any books and records or documents relating to Taxes imposed on the Purchased Assets“Transferred Immovable Property Rights”), 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 rightsSeller’s warranties, obligationsrepresentations and guarantees based on suppliers, and duties manufacturers, carriers, processors, agents or vendors, or its pre-closing right, claim, credit, cause of Seller arising out action or right of Contracts relating to offsetting or counterclaim involving the construction of Housing Units in the Ordinary Course Tangible Assets at Closing over suppliers, manufacturers, carriers, processors, agents or otherwise listed on Section 1.1(f) of the Disclosure Schedule vendors (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 ContractsWarranty Related Rights”); (g) all Permits All automobiles owned by the Seller as listed in the name of Seller and related to the Owned Real Property Appendix Article 2.2(g) (the “Assigned PermitsTransferred Automobiles”); and; (h) all All intellectual property rights owned by the Seller as listed in Appendix Article 2.2(h) (“Transferred Intellectual Properties”); (i) The equity owned by the Seller as listed in Appendix Article 2.2(i) (“Transferred Equity”); (j) The tax refund based on the pre-closing operation of the Transferred Assets; (k) Other Seller’s rights assets except the Excluded Assets as declarant or similar capacity under CC&Rs with respect set forth in Article 2.3, including, without limitation, cash, cash equivalents, receivables, payables, business and equal rights, titles and interests. The value of the Transferred Assets hereof shall not be below XXX 00.00 xxxxxxx (xxxxxxxxx XXX 3.71 million donated by the Seller to Associationsthe Purchaser); the value of the New Noah equity transferred to Cayman Company shall not be below XXX 00 million; the value of the 13% equity in Nanshan Bridge to be transferred by Sichuan Huali Investment Co., Ltd. to the Purchaser shall not be below RMB 15.5 million; the value of the 5% equity in Jiuzhou Fangyuan to be transferred by Lan Yong to the Purchaser shall not be below RMB 100,000. The total value of the net assets of relevant asset transfers shall not be less than RMB 101.62 million.

Purchased Assets. Upon the terms set forth in this Agreement The Seller hereby agrees to sell, transfer and subject assign to the conditions hereof Purchaser, and the provisions of Section 1.6, at Purchaser hereby agrees to purchase from the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from Seller, in consideration for the Purchase Price, all of the Seller’s right, title and interest in and to, except for the Excluded Assets, all of Seller inthe assets, properties and rights of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, and wherever situated, relating to or utilized in the Business in existence on the date hereof and under any additions thereto on or before the Closing Date including, without limitation, the following assets, properties and rights (collectively, the “Purchased Assets”): (a) subject to Section 1.5all right, title and interest of the Seller under the following Contracts (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: “Assigned Contracts”): (i) all easements, privileges and rights belonging or in any way appurtenant to the Land; and Purchased Contracts; (ii) any and all air rightsleases of personal property set out in part I of Schedule 2.1; (iii) orders or Contracts for the provision of goods or services by the Seller in connection with the Business in the ordinary course of business, subsurface rights, development rights, and water rights appurtenant including unfilled purchase or service orders which relate to the Land Business accepted by the Seller in the ordinary course of business; (all iv) the Wal-Mart Contract; and (v) the other Contracts described in part II of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding the Removed Real PropertySchedule 2.1; (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 Seller Owned ATMs 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”)related accessories; (c) the Home Sale Contracts as all of the Closing Date (the “Assigned Home Sale Contracts”)Inventory; (d) all xxxxxxx money deposits equipment, furnishings, tooling and other forms assets and all spare and replacement parts and ancillary assets thereto used in connection with the Business including, without limitation, the assets described in part III 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”)Schedule 2.1; (e) subject to subsection 2.1(f) and Section 7.11, all customer and vendor lists, and business and financial records, books, and documents (including any books and records or documents Intellectual Property relating to Taxes imposed on or utilized in 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 PropertyBusiness; (f) all rights, obligations, and duties of Seller arising out of Contracts Intellectual Property relating to the construction of Housing Units “Access Cash” name in Canada only; (g) subject to Section 7.11, all goodwill associated with the Ordinary Course or otherwise listed Business, together with the exclusive right for the Purchaser to represent itself as carrying on Section 1.1(fthe Business in succession to the Seller and the right to use any words indicating that the Business is so carried on; (h) of the Disclosure Schedule all books, records, files and documents (other than those related required by Law to Housing Units that have been sold prior be retained by the Seller, copies of which will be made available to the ClosingPurchaser) relating to the Business or the Purchased Assets including, without limitation, relevant employee work product owned by the Seller whether located on any laptops, desktops or otherwise stored electronically or in written form, customer and supplier lists, business reports, sales records, price lists and catalogues, sales literature, brochures and presentations, advertising material, service records, employee manuals, personnel records for the Employees, supply records, inventory records, software licence agreements, user manuals, financial, accounting, operations and sales books, records (including purchase orders and invoices), books of account, and correspondence files (together with, in the case of any such information which is stored electronically, the media on which the same is stored) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsBooks and Records”); (gi) all Permits in warranties, representations, covenants, indemnities and similar rights (express and implied) which benefit the name of Seller and related apply solely to the Owned Real Property Business or any of the Purchased Assets; (j) the “Assigned Permits”)benefit of all restrictive covenants, confidentiality agreements, Orders or other rights under which the Seller is entitled to prevent any sales representative, dealer, distributor or current or former employee from competing with the Seller in Canada solely in respect of the Business, soliciting any Location Providers or disclosing any confidential information concerning the Purchased Assets or the Locations; and (hk) rights to causes of action, lawsuits, judgments, claims and demands of any nature available to or being pursued by the Seller solely in connection with the Business, whether arising by way of counterclaim or otherwise, if any (including, without limitation, in respect of any Person who terminated an ATM Management Contract with the Seller in the last twelve (12) months). Notwithstanding subsections 2.1(i), (j) and (k), the Seller shall retain any and all of Seller’s benefits and rights as declarant or similar capacity under CC&Rs described therein in connection with respect any actions, lawsuits, judgments, claims and demands that may be asserted against it by any third party, including all defences and rights of counterclaim to Associationssuch actions, lawsuits, judgments, claims and demands.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6, at (a) 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 SellerSellers, all of Sellers' assets, rights, privileges, properties, claims and contracts of every nature, kind and description, real and personal, tangible and intangible, absolute or contingent, wherever located and whether or not carried or reflected on the books and records of Sellers, primarily relating to, or used, held for use or intended to be used in connection with, the Business, except for the Excluded Assets, and, in the case of tangible property, located or based in or on the Real Property (the "Purchased Assets"). The Purchased Assets shall include, without limitation, the assets of Sellers described in clauses (i) through (xi) below, except for the Excluded Assets: (i) All of the items of inventory and supplies relating to the Business, including without limitation, spare parts, fuel, and other items as agreed and set forth on Schedule 2.1(a)(i) (the "Inventory"); (ii) [Intentionally Omitted] (iii) All of Sellers' machinery, equipment, fixtures, tools, fuel and water tanks, furniture, fixtures, data processing equipment, computers and peripheral equipment, and other personal property used or usable in connection with the Business, including, without limitation, the items listed in Schedule 2.1(a)(iii) (the "Fixed Assets"); (iv) All of Sellers' Licenses and Permits related to the Business and the Purchased Assets, as more fully set forth in Schedule 2.1(a)(iv); (v) Subject to the limitations set forth in Section 2.2(a), all of Sellers' rights and benefits pursuant to or arising from Assumed Contracts; (vi) Customer databases for the Business, including the associated database computer software; (vii) All of Sellers' right, title and interest to the Real Property leased from the City of Seller inChicago and located at Chicago Midway Airport (the "Midway Property") pursuant to the Hangar, to Hangar Site and under Commercial Aviation Sales and Support Services Agreement at Chicago Midway Airport between the following properties (collectivelyCity of Chicago and Xxxxxxx dated February 15, the “Purchased Assets”): (a) subject to Section 1.5, the Land, together with all structures, buildings, improvements, machinery, fixtures1984, and equipment affixed or attached to all amendments thereto (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”"FBO Lease"); (cviii) the Home Sale Contracts as Originals or true copies of all of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits books, records, data and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant information relating to the Assigned Home Sale Contracts Business (“Home Sale Contract Deposits”); (ecollectively, "Books and Records") for the period from December 31, 1993, to present, including without limitation all customer general, financial and vendor listsaccounting records, purchase orders and invoices, sales orders and sales order log books, personnel records, correspondence and miscellaneous records with respect to customers and supply sources, and business and financial all other general correspondence, records, books, and documents (including any books and records files now owned or documents relating to Taxes imposed on the Purchased Assets), to the extent any of the foregoing are related to or used hereafter acquired by Sellers with respect to the Owned Real Property, Personal Property or the Assigned Contracts, including all of Seller’s rights to architectural and engineering plansBusiness, subject to applicable fees for the reuseSellers' rights of access to such records pursuant to Section 6.5; (ix) All of Sellers' customer and supplier lists, signing contacts and sealing of such plansfiles, water catalogues, brochures, pricing and sewerother marketing information and materials, electrical production supplies, form marketing literature and building plansvideos, and all other plans similar data and specifications, drawings and other similar documents, in each case materials of all kinds relating to the Owned Real PropertyBusiness; (fx) all rightsAll of Sellers' right, obligations, title and duties of Seller arising out of Contracts relating to the construction of Housing Units interest in those vehicles used in the Ordinary Course or otherwise listed Business, as 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 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”2.1(a)(x); and (hxi) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect The goodwill and other intangibles related to Associationsthe Business.

Purchased Assets. Upon On the terms set forth in this Agreement and subject to the conditions hereof and ---------------- contained in this Agreement, the provisions of Section 1.6, at the Closing, Seller will Triton Entities agree to sell, transfer, assign, convey transfer and deliver to BuyerPurchaser, and Buyer will Purchaser agrees to purchase and accept from Sellerthe Triton Entities, all of the Triton Entities' entire right, title and interest of Seller in, in and to and under only 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 “"Purchased Assets"): (a) those parcels of real property that are owned by the Triton Entities and specified on Schedule 1.2(a) (the "Owned Real Property”"), but expressly excluding the Removed together --------------- with any and all easements for ingress, egress and utilities which are attendant to Owned 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 materialsthose ground leases or subleases specified on Schedule 1.2(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 Property”"Real Property Leases"), together with any and all easements for ingress, egress and utilities which are attendant to the Real Property Leases; (c) those towers, tower foundations, utilities, fences and landscaping specified on Schedule 1.2(c) which have been constructed upon the Home Sale Contracts as of --------------- Owned Real Property or the Closing Date real property described in the Real Property Leases (the “Assigned Home Sale Contracts”"Leased Real Property") (collectively, the "Tower Facilities"); (d) all xxxxxxx money deposits those leases, licenses and other forms agreements specified on Schedule 1.2(d) which grant third parties a right to use or occupy a portion of security -------------- the Owned Real Property (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”"Lease Agreements"); (e) all customer those subleases, licenses and vendor lists, and business and financial records, books, and documents (including any books and records other agreements specified on Schedule 1.2(e) which grant third parties a right to use or documents relating occupy a portion of --------------- the Leased Real Property or grant a right to Taxes imposed use or occupy space on the Purchased AssetsTower Facilities (collectively, the "Collocation Agreements"), 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 rightsthose subleases, obligations, licenses or other agreements specified on Schedule 1.2(f) which grant the Triton Entities a right to use or occupy space --------------- on a third party's tower facilities and duties of Seller arising out of Contracts relating a right to use or occupy 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) real property underlying such tower facilities (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"Reciprocal Agreements"); (g) all Permits in the name of Seller those permits, licenses, franchises and related other authorizations relating to the Owned Real Property (the “Assigned Permits”)Purchased Assets; and (h) all assets of Seller’s rights as declarant the type specifically described in this Section 1.2 ----------- that are acquired after the date hereof and prior to Closing and that are agreed to in writing by the parties at or similar capacity under CC&Rs with respect prior to Associationsthe Closing.

Purchased Assets. Upon Subject to the terms and conditions set forth in this Agreement and subject to Agreement, the conditions hereof and the provisions of Section 1.6Sellers will convey, at the Closing, Seller will sell, transfer, assign, convey assign and deliver to Buyerthe Purchaser, and Buyer the Purchaser will purchase purchase, acquire and accept from Sellerthe Sellers, in exchange for the consideration set forth in Article II hereof, all right, title and interest of Seller in, the Sellers in and to and under the following assets, properties and business (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 Logistics Business, including those of the branch offices located at Atlanta, Georgia, Houston, Texas and High Point, North Carolina, of every kind, nature and description, personal, tangible and intangible, known and unknown, wherever located in each case, as the “Owned Real Property”)same shall exist on the Closing Date, but expressly excluding the Removed Real Property;as defined in Section 4 hereof: (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 transportation contracts (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”"Transportation Contracts"); (c) the Home Sale Contracts as of the Closing Date all arrangements with suppliers (the “Assigned Home Sale Contracts”)"Suppliers") including those providing agency services; (d) current assets, including all xxxxxxx money deposits lease deposits, prepaid expenses, prepaid taxes (other than prepaid income taxes), Adjusted Working Capital as defined in Section 2.6, and all other forms of security current assets (whether or not held in escrowother than nontransferable insurance deposits) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”"Current 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 Contractsother contracts, including all claims and rights thereunder of Seller’s rights to architectural all warehousing agreements, material agreements, licenses, evidences of indebtedness, computer software and engineering planssystems, subject to applicable fees for commitments (collectively, the reuse"Additional Contracts" and together with the Transportation Contracts and arrangements with Suppliers, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, the "Contracts") as set forth in each case relating to the Owned Real PropertySCHEDULE 1.1(E); (f) to the extent transferable to the Purchaser, all rightsmaterial permits, obligationsincluding all material franchises, licenses, permits, consents and duties authorizations and approvals of Seller arising out of Contracts any federal, state or local regulatory, administrative or other governmental agency or body relating to the construction of Housing Units in Logistics Business, including those set forth on SCHEDULE 1.1(F) attached hereto under the Ordinary Course or otherwise listed heading "Non-Transferable Governmental Permits" (the "Non-Transferable Governmental Permits") and those set forth on Section 1.1(fSCHEDULE 1.1(F) of under the Disclosure Schedule heading "Transferable Governmental Permits" (other than those related to Housing Units that have been sold prior to the Closing"Transferable Governmental Permits") (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)and made a part hereof; (g) proprietary rights, including all Permits trade secrets, product plans, logos, (h) records, including all sales invoices, revenue registers and accounts receivable records, all business records in the name possession of Seller and related the Sellers relating to the Owned Logistics Business, including customer files, correspondence with customers and account histories, sales literature and promotional material pertaining to the business of the Sellers designed or used by or for the Logistics Business; (i) other rights, including the Sellers' rights under any warranties, all causes of actions and all proceeds of insurance claims for physical damage to any tangible property included in the Purchased Assets (subject to Section 8.4.1(d)); (j) all of the Sellers' rights and interests under all leases (other than the Real Property Leases conveyed pursuant to Section 1.1(k) hereto) (the “Assigned Permits”"Leases") entered into by the Sellers in the ordinary course of business of the Logistics Business, including certain capital lease assets/obligations with respect to, among other things, trailers and forklifts, if applicable; (k) the real property leased by the Sellers under lease agreements as set forth on Schedule 5.11 (the "Real Property Leases") and all, land, buildings or leasehold improvements pursuant thereto or to applicable law; (1) the goodwill of the Sellers' businesses; (m) all employee and customer lists and records of the Sellers; (n) all accounts receivable of the Logistics Business after the Closing Date (and such account receivables will be set forth in Schedule 8.5A, to be delivered to the Purchaser forty-five (45) days after the Closing Date) (collectively, "Accounts Receivable"); and (ho) all of Seller’s rights inventories and assets owned by and relating to the Logistics Business, including supplies and other materials (collectively, the "Inventory"), as declarant or similar capacity under CC&Rs with respect to Associationssuch Inventory exists on the Closing Date.

Purchased Assets. Upon Subject to the terms set forth in and conditions of this Agreement and subject to Agreement, on the conditions hereof and the provisions of Section 1.6, at the ClosingClosing Date (defined below), Seller will sell, transfer, assign, convey and deliver sell to Buyer, and Buyer will purchase and accept from Seller, all right, title and interest the assets of Seller in, to and under the following properties listed below (collectively, the “"Purchased Assets”):"). The Purchased Assets will be purchased free and clear of all security interests, liens, restrictions, claims, encumbrances or charges of any kind ("Encumbrances"), except as provided herein. The Purchased Assets will include the following items: (a) subject to Section 1.5All equipment, furniture and other personal property of Seller used in the Land, together with all structures, buildings, improvements, machinery, fixtures, and equipment affixed or Businesses as set forth in the 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”Schedule 1.1(a), but expressly excluding the Removed Real Property; (b) all tangible The personal property owned by leases of Seller and used in connection with the Owned Real Property Business as of set forth in 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”attached Schedule 1.1(b); (c) The agreements, understandings and contracts of Seller used in the Home Sale Contracts Business as of set forth in the Closing Date attached Schedule 1.1(c) (the “Assigned Home Sale Assumed Contracts”); (d) All trademarks and trademark applications, and all xxxxxxx money deposits patents and patent applications, including specifically those set forth in attached Schedule 1.1(d), all goodwill associated therewith, and all computer software developed by Seller, including all documentation thereof and all other forms Intellectual Property (as defined in Section 3.5) of security (whether Seller, and all rights to use the name "Cosmo Temp” and “Mazel Temp" or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”);any combination thereof. (e) all customer and vendor listsAll marketing or promotional designs, and business and financial recordsbrochures, advertisements, concepts, literature, books, and documents (including media rights, rights against any books and records or documents relating to Taxes imposed on the Purchased Assets), to the extent other person in respect of 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 documentspromotional properties, in each case relating to primarily used or useful or developed or acquired by the Owned Real Property;Seller for use in connection with the ownership and operation of the Business and the Purchased Assets (f) All other intangible assets, including without limitation all rightssupplier lists, obligationscustomer lists, goodwill, "know-how," proprietary information and duties of Seller arising out of Contracts trade secrets relating to the construction of Housing Units in the Ordinary Course or otherwise listed on Section 1.1(fBusiness; and all manufacturers' warranties (including pending warranty claims) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior and manuals relating to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”)Purchased Assets; (g) All permits relating to the operation of the Business, to the extent such permits are transferable and whether or not all Permits action necessary to effect such transfer has been taken prior to the Closing; (h) All real property leases of Seller, to the extent such are assignable, as set forth in the name Schedule 1.1(h) (i) All telephone and facsimile machine numbers assigned to Seller, in­cluding without limitation tele­phone book listings, and all goodwill associated therewith as set forth in attached Schedule 1.1(i), but excluding number 973-374-1823; (j) Except as expressly set forth in Section 1.3, all papers, documents, computerized databases, books and records (including all data stored on discs, tapes or other media) of Seller and directly related to the Owned Real Property (the “Assigned Permits”Purchased Assets and Business operations, including without limitation all software design documents, source code, as set forth in attached Schedule 1.1(j); and (hk) All claims, causes of action, rights of recovery and rights of setoff of every type and kind relating to the Purchased Assets and all claims, causes of Seller’s action, rights of recovery and rights of setoff of every type and kind relating to the Assumed Obligations (as declarant defined in Section 1.2), in each case whether accruing before or similar capacity under CC&Rs with respect to Associationsafter the Closing; provided, however, that the definition of Purchased Assets shall not include any items defined as Excluded Assets in Section 1.3.

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 Glamourous shall sell, transferconvey, assign, convey transfer and deliver to BuyerLDSN, and Buyer will purchase LDSN 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 Glamourous listed on Exhibit A and B to this Agreement existing on the Closing Date, and all of Glamourous’ 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 Glamourous, 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 LDSN. Even if not listed on Exhibit A and B, the LandPurchased Assets shall include but not be limited to, 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 Glamourous 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 Glamourous or Glamourous' clients but that is currently in Glamourous' possession; (iii) all rights of Glamourous 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 Glamourous, 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 Glamourous and used in the Purchased Assets; and (v) the goodwill of the Purchased Assets together with the exclusive right to represent LDSN as carrying on the Purchased Assets as successor to Glamourous and the right to use the name "Glamourous" or any variation thereof. (vi) any interest in or ownership of any websites or domain names used or owned by Glamourous; (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 Glamourous listed on Exhibit A 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 PropertyB; (fA) all rightslicenses and distributor agreements; (B) all right, obligations, title and duties interest of Seller arising out of Glamourous 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 Glamourous 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 Glamourous to all of Glamourous' 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 Glamourous, to the Owned Real Property extent transferrable; (F) all insurance benefits, including rights and proceeds, to the “Assigned Permits”)extent transferable to LDSN; (G) all claims of Glamourous 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.Glamourous;

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 1.5, 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 i. All 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 Seller; iv. All rights of Seller under and in connection with the leases and subleases of real property, together with Seller's interest in all buildings, whether located on the Owned Real Property or with suppliers or others as of the date of this Agreement (collectivelyfacilities, the “Personal Property”); (c) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits 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; appurtenances thereto which are set forth on Schedule 1.1(a) (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 Closingiv) (collectively, the “Other Contracts” and, together "Assigned Leases"); v. All transferable rights of Seller under and in connection with the contracts, commitments, purchase orders, agreements and unexpired leases (other than Assigned Home Sale ContractsLeases), which are set forth on Schedule 1.1(a)(v) (collectively, the “"Assigned Contracts”"); ; vi. All rights to the trade secrets, processes and methods, whether or not patentable, owned by Sellers (g) all Permits 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 and 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 At the terms set forth in this Agreement Closing, and subject to the terms and conditions hereof and the provisions of Section 1.6, at the Closingset forth herein, Seller will sell, assign, transfer, convey and deliver, or cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver deliver, free and clear of Liens (other than Permitted Liens) to BuyerPurchaser, and Buyer Purchaser will purchase purchase, acquire and accept from SellerSeller or its applicable Subsidiaries, all right, title title, interest and interest obligations of Seller in, or its applicable Subsidiaries in and to and under the following properties (collectively, the “Purchased Assets”): (a1) subject to Section 1.5, the Landreal property listed on Schedule 2.1(a)(1) and related improvements and fixtures, 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 assignable real property rights, subsurface rights, development rights, benefits and water rights appurtenant to the Land appurtenances thereto (all of the foregoing being collectively referred to herein as the “Owned Purchased Real Property”), but expressly excluding the Removed Real Property; (b2) all tangible personal subject to the receipt of any required third-party consents, the real property leases listed on Schedule 2.1(a)(2) (the “Real Property Leases”); (3) the furniture, equipment, materials and supplies owned by Seller and used in connection with the Owned Real Property its Subsidiaries as of the date of this AgreementClosing Date and located at the Banking Center Premises, including, specifically, without limitation, but excluding all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods proprietary systems or proprietary materials located 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 Banking Center Premises (collectively, the “Purchased Personal Property”); (c4) subject to the Home Sale Contracts receipt of any required third-party consents, the leases, subleases, licenses or other contracts associated with the furniture, equipment, materials and supplies leased by Seller and its Subsidiaries as of the Closing Date (and located at the “Assigned Home Sale Contracts”); (d) Banking Center Premises, 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 as identified 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(a)(4) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsPersonal Property Leases”); (g5) all Permits in (i) the name ATM units and the real property on which such ATMs are located that are owned by Seller or any of Seller and related to its Subsidiaries at the Owned Real Property Banking Centers, a list of which, as of the date hereof, is set forth on Schedule 2.1(a)(5)(i) (the “Assigned PermitsPurchased ATMs”), and (ii) subject to the receipt of any required third-party consents, all of Seller’s or Seller’s Subsidiaries’ rights with respect to the leases pursuant to which Seller or any of its Subsidiaries leases real property on which ATMs are located at the Banking Centers, a list of which leases, as of the date hereof, is set forth on Schedule 2.1(a)(5)(ii) (the “ATM Real Property Leases”); (6) the Loans (including servicing rights relating thereto of Seller or any of its Subsidiaries) made or purchased by Seller or any of its Subsidiaries and booked at the Banking Centers that are listed on Schedule 2.1(a)(6), together with all Contracts evidencing or executed and delivered in connection with such Loans and including all obligations to make additional extensions of credit thereunder and all related collateral, excluding Nonperforming Loans (collectively, the “Purchased Loans”). The parties agree that no Nonperforming Loans shall be included in the Purchased Loans; (7) all safe deposit Contracts and leases for safe deposit boxes located at the Banking Centers (the “Safe Deposit Agreements”); (8) the CRA-eligible loans, other than any Nonperforming Loans, listed on Schedule 2.1(a)(8) (the “CRA Assets”); (9) subject to the receipt of any required third-party consents the Letters of Credit issued in favor of a Banking Center Customer by Seller or any of its Subsidiaries that are listed on Schedule 2.1(a)(9) together with all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Assumed Letters of Credit and all collateral in the possession of or otherwise granted to Seller or any of its Subsidiaries in connection therewith (collectively, the “Assumed Letters of Credit”). (10) subject to the receipt of any required third-party consents, the rights of Seller or its Subsidiaries with respect to the operating Contracts under which goods or services are provided exclusively to or at the Banking Centers, all as identified on Schedule 2.1(a)(10) (the “Assumed Contracts,” and together with the Real Property Leases, ATM Real Property Leases, Assumed Letters of Credit and Personal Property Leases, the “Assumed Agreements”); (11) all books, records and other data primarily relating to the Banking Centers, including all files (including suspicious activity reports to the extent permitted by Applicable Law), customer and supplier lists, mailing lists, accounting records, documentation or records primarily relating to the administration of the Assumed Agreements and the Assumed Deposits, real property files with respect to Purchased Real Property and Real Property Leases (including lease documentation, maintenance records, plans and permits, to the extent in the possession of Seller or any of its Subsidiaries), personnel files and records for any Transferred Banking Center Employees (to the extent permitted under Applicable Law and as reasonably agreed upon by Purchaser and Seller), technical and other data primarily relating to the Banking Centers other than (i) Forms W-8 and W-9 and similar tax forms provided to Seller or any of its Subsidiaries by customers of the Banking Centers, income tax records of Seller or any of its Subsidiaries, (ii) personnel files and records for any Retained Employees and (iii) books and records to the extent relating to accounts that have terminated prior to Closing; provided, however, that Seller and its Subsidiaries shall have the right to retain copies of all such books, records and other data that are part of the Purchased Assets to the extent reasonably necessary for, and solely for use in connection with, tax, regulatory, litigation or other legitimate, non-competitive purposes; (12) all U.S. cash on hand at the Banking Centers at the Close of Business on the Closing Date, including vault cash, xxxxx cash, tellers’ cash, prepaid postage, bank orders, checks, certified checks and cash equivalents (exclusive of the contents of any safe deposit boxes) located at the Banking Centers, as determined by a cash count to be mutually conducted by Seller and Purchaser and excluding any cash contained in ATMs not physically located at the Banking Centers and cash contained in security vehicles or otherwise maintained in vaults by vendors on behalf of Seller or Seller’s Subsidiaries, whether or not associated with the Banking Centers (the “Cash on Hand”); and (h13) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Purchased Overdrafts.

Purchased Assets. Upon At the terms set forth in this Agreement Closing, and subject to the terms and conditions hereof and set forth herein, the provisions of Section 1.6Seller shall sell, at the Closing, Seller will sellassign, transfer, convey and deliver, or cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver (including, with respect to Buyerthe Transferred Wealth Management Relationships, FNS), free and clear of Liens (other than Permitted Liens) to Purchaser, and Buyer Purchaser will purchase purchase, acquire and accept from SellerSeller or its applicable Subsidiaries, all right, title title, interest and interest obligations of the Seller or its applicable Subsidiaries in, to to, and under the following properties assets, properties, rights, Contracts and claims of the Seller or its applicable Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed (collectively, the “Purchased Assets”): (a1) subject to Section 1.5, the Landreal property listed on Schedule 2.1(a)(1) and related improvements and fixtures, 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 assignable real property rights, subsurface rights, development rights, benefits and water rights appurtenant to the Land appurtenances directly pertaining thereto (all of the foregoing being collectively referred to herein as the “Owned Purchased Real Property”), but expressly excluding the Removed Real Property; (b2) all tangible personal subject to the receipt of any required third-party consents, the real property leases, subleases, licenses or other Contracts listed on Schedule 2.1(a)(2) (the “Real Property Leases”); (3) the furniture, equipment, materials and supplies owned by the Seller and used in connection with the Owned Real Property its Subsidiaries as of the date Closing Date and located at the Business Premises, but excluding all proprietary systems or proprietary materials of this Agreement, including, specifically, without limitation, all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods any Seller Party located 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 Premises (collectively, the “Purchased Personal Property”); (c4) subject to the Home Sale Contracts receipt of any required third-party consents, the leases, subleases, licenses or other contracts associated with the furniture, equipment, materials and supplies leased by the Seller and its Subsidiaries as of the Closing Date (and located at 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 ContractsBusiness Premises, including all of Seller’s rights to architectural and engineering planssuch leases, subject to applicable fees for the reusesubleases, signing and sealing of such plans, water and sewer, electrical and building plans, and all licenses or 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 contracts 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 Closing2.1(a)(4) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned ContractsPersonal Property Leases”); (g5) all Permits (i) the ATMs and the real property on which such ATMs are located that is owned by Seller or any of its Subsidiaries, in each case in connection with the name Transferred Business, a list of Seller and related to which, as of the Owned Real Property date hereof, is set forth on Schedule 2.1(a)(5)(i) (the “Assigned PermitsPurchased ATMs”); and , and (hii) subject to the receipt of any required third-party consents, all of Seller’s or Seller’s Subsidiaries’ rights as declarant or similar capacity under CC&Rs with respect to Associations.the leases, subleases, licenses or other contracts pursuant to which Seller or any of its Subsidiaries leases real property on which ATMs are located, in connection with the Transferred Business, a list of which leases, as of the date hereof, is set forth on Schedule 2.1(a)(5)(ii) (the “ATM Real Property Leases”); Table of Contents (6) the Loans (including any servicing and other rights relating thereto of Seller or any of its Subsidiaries) made or purchased by Seller or any of its Subsidiaries in connection with the Transferred Business that are listed on Schedule 2.1(a)(6), together with all Contracts evidencing or executed and delivered in connection with such Loans and including all obligations to make additional extensions of credit thereunder and all related collateral, excluding any Servicing Rights and any Nonperforming Loans, including all rights of and benefits accruing to the Seller Parties under the Servicing Agreements (collectively, the “Purchased Loans”); (7) swaps or other derivative contracts entered into in respect of any Purchased Loan, listed on Schedule 2.1(a)(7); (8) all safe deposit Contracts and leases for safe deposit boxes located at the Banking Centers (the “Safe Deposit Agreements”); (9) the CRA-eligible loans, other than any Nonperforming Loans, listed on Schedule 2.1(a)(9) (the “CRA Assets”); (10) subject to the receipt of any required third-party consents, the Letters of Credit issued by Seller or any of its Subsidiaries that are listed on Schedule 2.1(a)(10), together with all reimbursement agreements and related documents (including any collateral documents) with respect to the Assumed Letters of Credit, and all collateral in the possession of or otherwise granted to Seller or any Affiliate of Seller in connection therewith (collectively, the “Assumed Letters of Credit”); (11) subject to the receipt of any required third-party consents, the rights of the Seller or its Subsidiaries with respect to the operating Contracts under which goods or services are provided exclusively in connection with the Transferred Business as conducted at the Banking Centers (the “Assumed Contracts,” and together with the Real Property Leases, ATM Real Property Leases, Assumed Letters of Credit and Personal Property Leases, the “Assumed Agreements”); (12) to the extent permitted by Applicable Law, sole ownership of (and all originals and copies of, subject to the proviso below) all Books and Records relating exclusively to the Transferred Business, other than (i) corporate minute books and, except for Forms W-8 and W-9 and similar tax forms provided to Seller or any of its Subsidiaries by customers of the Transferred Business, income tax records of the Seller Parties or any of their respective Subsidiaries, (ii) personnel files and employment records for employees and former employees who are not Transferred Business Employees, (iii) Books and Records of FNS relating to the Wealth Management Business, to the extent such Books and Records are the property of the Third-Party Broker-Dealer and not owned by FNS or Seller and (iv) Books and Records to the extent relating to accounts that have terminated prior to Closing; and joint ownership of (with each Party to retain the right to use without an accounting to the other Party) and a copy in mutually-agreed format of all Books and Records

Purchased Assets. Upon the terms and subject to the satisfaction of the conditions set forth in this Agreement and subject to the conditions hereof and the provisions of Section 1.6Agreement, at the Closing, Seller will shall sell, transfer, assign, convey convey, transfer and deliver to Buyer, and Buyer will purchase shall purchase, assume and accept acquire from Seller, free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller’s right, title and interest of Seller in, in and to and under the following properties assets, each as in existence on the Closing Date (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 Xxxx 0; (ii) any The Unit 1 Real Property 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 Stormwater Pond Real Property; (biii) The machinery, equipment, vehicles, furniture and other personal property not otherwise constituting Unit 1, including all spare parts and the generation step-up transformers set forth on Schedule 2.1(a)(iii), located on the Xxxx 0 Real Property on the Closing Date, together with all the other tangible personal property owned by of Seller and used solely in connection with the Owned Real Property as operation of the date of this AgreementUnit 1, including, specifically, including without limitation, all certain coal/petcoke conveyance equipment, furnitureand listed in Schedule 2.1(a)(iii), tools and supplies (including all construction materialsother than, work-in-processin either case, 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 constituting part of the date of this Agreement Excluded Assets (collectively, the “Tangible Personal Property”); (civ) The Seller’s Agreements, subject to the Home Sale Contracts as receipt of the Closing Date (the “Assigned Home Sale Contracts”)necessary consents and approvals; (dv) all xxxxxxx money deposits and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant The Unit 1 Permits, subject to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)receipt of necessary consents and approvals; (evi) all customer The right to operate under the Station Permits until Buyer obtains its own Permits to replace the applicable Station Permits in accordance with and vendor listsas set forth in the Facilities Operation and Services Agreement and the Operation and Maintenance Agreement; (vii) Those Emission Allowances related to NOx and Mercury that will belong to Buyer, pursuant to Section 3.8; (viii) All unexpired, transferable warranties and guarantees from third parties with respect to any item of Tangible Personal Property; (ix) The interests of Seller in and to the name “Wabash River Repowering Combined Cycle Plant” or “Wabash River Coal Gasification Repowering Project.” Buyer expressly understands that, except as just provided, Seller is not assigning or transferring to Buyer any right, title or interest in or to the names “Wabash River Station”, or any derivation or variation thereof, as well as any related or similar name, or any other trade names, trademarks, service marks, corporate names and logos or any part, derivation, colorable imitation or combination thereof; (x) All books, expired purchase orders, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as built plans, specifications, procedures, studies, reports, equipment repair, safety, maintenance or service records, and business and financial records, books, and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets)similar items, to the extent any of the foregoing are maintained and reasonably accessible by Seller and related to or used with respect specifically to the Owned Real Property, Personal Property Purchased Assets (subject to the right of Seller to retain copies of same for its use) other than such items that are proprietary to third parties or the Assigned Contracts, including all which constitute records of accounting or financial performance of Seller’s rights to architectural and engineering plans; (xi) The Intellectual Property listed in Schedule 2.1(a)(xi), subject to applicable fees for the reuse, signing receipt of necessary consents 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 Propertyapprovals; (fxii) all rights, obligations, Any financial transmission rights applicable to Unit 1 and duties any rights to interconnect and deliver the output of Seller arising out of Contracts relating Unit 1 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”)MISO; and (hxiii) all of SellerBuyer’s rights in all easements and licenses as declarant or similar capacity under CC&Rs with respect to Associationsdescribed and depicted in the Facilities Operation and Services Agreement and transfer documents associated therewith.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the satisfaction of the conditions hereof and the provisions of Section 1.6contained in this Agreement, at the Closing, Seller will sell, assign, convey, transfer, assign, convey and deliver (or cause to be sold, assigned, conveyed, transferred and delivered) to Buyer, and Buyer will purchase and accept acquire from Seller (or an Affiliate of Seller, as the case may be), free and clear of all Encumbrances (except for Permitted Encumbrances), all of Seller’s or Seller’s Affiliates’ right, title title, and interest of Seller in, to to, and under the following properties assets, tangible or intangible, described below, as the same exists at the Effective Time (and, as permitted or contemplated hereby, with such additions and deletions as shall occur from the date hereof through the Effective Time), except to the extent that such assets are Excluded Assets (collectively, the “Purchased Assets”): (a) subject The following real and personal property, plant and equipment and related tangible property: (i) all real property and real property interests located in the Territories owned, used or leased by Seller primarily related to Section 1.5the Business, including: the Landreal property in which Seller owns a fee simple interest generally described on Schedule 2.1(a)(i), together with all buildings, structures, buildingspipelines, other improvements, machinery, fixtures, and equipment affixed or attached to the Land and all easements and rights appurtenant thereto, including: fixtures located thereon (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”); the leasehold interests under the leases described on Schedule 2.1(a)(i) (the “Leases”); and the easement interests under the Easements generally described on Schedule 2.1(a)(i) (such Easements, but expressly excluding the Removed “Purchased Easements”) (all of the foregoing, the “Real Property”); (bii) all other natural gas distribution utility system assets installed in the Territories and used in the Business, including as generally described on Schedule 2.1(a)(ii); (iii) the inventory of natural gas and natural gas products used in the Business and that are located in facilities owned, leased or controlled by Seller or its Affiliates described in the general ledger accounts listed in Schedule 2.1(a)(iii) (the “Gas Inventory”); (iv) all parts and other inventory (but excluding the Gas Inventory) that are located or have, in the 12-month period prior to the date hereof, been located in the Territories owned by Seller or any of its Affiliates held for use primarily in connection with the Business (collectively, the “Inventory”); (v) all information technology and communications equipment located in the Territories, or that have, in the 12-month period prior to the date hereof, been located in the Territories, is installed or in use primarily at or on, and used primarily in connection with the operation of, the Business, except as otherwise provided in Section 2.2(e) (the “IT Assets”); (vi) all motor vehicles, trailers and similar rolling stock located in the Territories, or that have, in the 12-month period prior to the date hereof, been located that in the Territories, that is used primarily in connection with the Business, to the extent owned by Seller or any of its Affiliates as of the Effective Time (the “Vehicles”); and (vii) all furnishings, fixtures, machinery, equipment, materials and other tangible personal property owned by Seller or any of its Affiliates (other than any Gas Inventory, IT Assets and Vehicles) that is located in the Territories, or that have, in the 12-month period prior to the date hereof, been located that in the Territories, and that is used in connection with the Owned Real Property operation of the Business, to the extent owned by Seller or any of its Affiliates as of the date Effective Time. (b) all Billed Revenues and Unbilled Revenues, each as defined in Section 3.5, which for the avoidance of this Agreement, including, specifically, without limitation, all equipment, furniture, tools doubt and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materials) and notwithstanding 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 provision of this Agreement (collectivelyto the contrary, shall constitute current assets for purposes of calculating the “Personal Property”)Adjustment Amount; (c) the Home Sale Contracts as assets of Seller with respect to over-recovered or under-recovered purchased gas cost adjustment charges, and all prepayments, deferred charges, regulatory liabilities and other similar items, to the extent included in the calculation of the Closing Date (the “Assigned Home Sale Contracts”)Adjustment Amount in accordance with Appendix A; (d) all xxxxxxx money deposits the Business Agreements, subject to Section 7.1(b) and other forms of security (whether or not held in escrow) held or controlled by or for Seller pursuant Section 7.6(b), and the Shared Contract Rights, subject to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)Section 7.18; (e) all customer Permits and vendor lists, and business and financial records, books, and documents (including Environmental Permits used or held by Seller or any books and records of its Affiliates primarily in connection with the Business or documents relating to Taxes imposed on the ownership or operation of any of the Purchased Assets), except to the extent that, notwithstanding compliance by Seller with its obligations hereunder, any of the foregoing such Permits or Environmental Permits are related to or used with respect to the Owned Real Property, Personal Property prohibited by applicable Law 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 terms of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documents, Permits or Environmental Permits from being assigned to Buyer in each case relating to connection with the Owned Real Propertytransactions contemplated hereby (the “Transferable Permits”); (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”)Documents; (g) all Permits warranties (other than those included in Shared Contracts) against manufacturers, service providers or vendors to the extent primarily relating to any of the Purchased Assets, to the extent transferrable; (h) Business Intellectual Property, including Business Marks; (i) Claims and defenses of Seller to the extent, but only to the extent, such Claims or defenses relate to the Business, Purchased Assets or Assumed Obligations, provided such Claims and defenses will be assigned by Seller to Buyer without warranty or recourse; provided, that if such transfer would prejudice any such Claims or defenses, the Parties shall cooperate in good faith to avoid such prejudice; (j) notwithstanding any provision of Section 2.2, the assets and other rights set forth on Schedule 2.1(j); (k) any assets transferred pursuant to Section 7.11 with respect to the Benefit Plans; (l) to the extent not specifically identified above, any assets to the extent included in the name calculation of Seller and related to the Owned Real Property (the “Assigned Permits”)Adjustment Amount in accordance with Appendix A; and (hm) all any other tangible assets that are primarily related to the current operation of Seller’s rights as declarant or similar capacity under CC&Rs with respect the Business and any other intangible assets that are exclusively related to Associationsthe current operation of the Business, in each case, other than the Excluded Assets.

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 (and, to the extent necessary, shall cause its Subsidiaries to) sell, convey, transfer, assign, convey assign and deliver to BuyerPurchaser or one or more of Parent’s Subsidiaries, and Buyer will purchase Purchaser and accept such Subsidiaries of Parent shall acquire from SellerSeller (and any applicable Subsidiaries), free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s and its Subsidiaries’ right, title and interest in and to all of Seller the properties, assets and rights of any kind, whether tangible or intangible, real or personal, primarily used in, held for use primarily in, or necessary to and under conduct the following properties Business as currently conducted (collectively, the “Purchased Assets”):), which Purchased Assets include: (a) subject to Section 1.5, all Assumed Accounts Receivable and other current assets reflected in 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 Propertyfinal Net Working Capital; (b) all tangible personal property owned by the bank accounts, if any, established in the name of Seller or any of its Subsidiaries related exclusively to the Business 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 listed on Schedule 1.1(b) (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies signing 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 related thereto); (c) the Home Sale Contracts as all of the Closing Date (the “Assigned Home Sale Contracts”)Equity Interests; (d) all xxxxxxx money deposits and other forms of security the Contracts listed on Schedule 1.1(d) (whether or not held in escrow) held or controlled by or for Seller pursuant to such Contracts, the Assigned Home Sale Contracts (“Home Sale Contract DepositsAssumed Contracts”); (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, Business Permits and all other plans and specifications, drawings and other similar documents, in each case relating to the Owned Real Propertypending applications or renewals thereof; (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 Owned Real Property listed on Section Schedule 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” andTransferred Owned Real Property”), together with the Assigned Home Sale Contractsall land, the “Assigned Contracts”)easements, Improvements and fixtures located thereon; (g) all Permits the Leases listed on Schedule 1.1(g) (each a “Transferred Lease” and collectively, the “Leased Transferred Real Property”), including the leasehold Improvements in the name of Seller and related to the Owned any Leased Real Property (the “Assigned Permits”); andleased under such listed Transferred Leases; (h) all of Seller’s rights as declarant or similar capacity under CC&Rs Inventory; (i) all Owned Business Intellectual Property, including the Registered Business Intellectual Property, all Transferred Shared Intellectual Property, and the Unallocated Shared Intellectual Property that is deemed Transferred Shared Intellectual Property in accordance with respect to Associations.the procedures set forth in Section 4.14 (

Purchased Assets. Upon Subject to the terms set forth in provisions of this Agreement and subject except as expressly excluded in paragraph (b), the Seller agrees to the conditions hereof sell and the provisions of Section 1.6Buyer agrees to purchase, at the Closing, Seller will sell, transfer, assign, convey and deliver to Buyer, and Buyer will purchase and accept from SellerClosing (as defined in Section 1.6 hereof), all rightof the properties, title assets and interest business of the Seller inof every kind and description, to tangible and under intangible, wherever located, as the following properties same may exist on the date of the Closing (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 of the Seller s inventories of new and rights belonging or in any way appurtenant to the Land; and used manufactured homes; (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”)Seller s steps, but expressly excluding the Removed Real Propertytools, decorator kits, equipment, furniture, computer hardware and software and other personal property; (biii) all tangible leasehold improvements and all leasehold interests created by, and all rights of the Seller under those leases listed on Schedule 1.1(a) hereto (the "Leases"); (iv) all customer purchase orders, purchase contracts and purchase commitments which are outstanding as of the date of the Closing relating to the purchase of manufactured homes; (v) all of the Seller s rights under manufacturer and/or supplier product warranties, guarantees and similar rights and assurances which have been provided with respect to manufactured home inventories and other personal property owned included among the Purchased Assets; (vi) all rights with respect to prepaid amounts received by the Seller prior to the Closing under dealer volume incentive or rebate programs, to the extent that such prepaid amounts relate to manufactured homes included in inventory and purchased by the Buyer at Closing ("Prepaid Volume Incentive Amounts"); 7 (vii) all rights with respect to amounts payable following the Closing under the Greentree Financial Retail Volume Bonus Program (the "Greentree Bonus Program"), to the extent that such amounts relate to manufactured homes sold by the Buyer following the Closing (the "Buyer s Pro-Rata Share of the Greentree Bonus Amount"): (viii) all authorizations, consents, approvals, licenses, orders, permits, exemptions, concessions, grants, franchises, filings or registrations issued to the Seller by any governmental authority or agency in connection with the operation of the Business, to the extent the same are legally transferable; (ix) all books, records, manuals and other materials (excluding the Seller s corporate and stock records) related to or 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 Business 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 mailing lists, customer lists, sales contracts and/or orders, marketing materials, market research data 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”)business files; and (hx) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Seller s goodwill, trade secrets, proprietary information, designs, styles, trademarks, trademark applications, and retail location trade names.

Purchased Assets. Upon The Purchased Assets are those assets of Seller used in the terms set forth in this Agreement Business listed below: (a) all of the billboard displays and subject to the conditions hereof and the provisions of Section 1.6other out-of-home advertising structures, at the Closingtogether with all components, Seller will sellfixtures, transferparts, assign, convey and deliver to Buyerappurtenances, and Buyer will purchase equipment attached to or made a part thereof that are existing, under construction or for which Seller has any rights (including at least 448 structures and accept from Seller, all right, title and interest of Seller in, to and under the following properties 1,391 sign faces or places on structures for sign faces) (collectively, the “Purchased Assets”):"Structures"), including, without limitation, all of the Structures listed on Schedule 2.2(a); 6 (ab) subject all leases, licenses, easements, other rights of ingress or egress, and all other grants of the right to Section 1.5place, construct, own, operate or maintain billboard displays and other out-of-home advertising structures (including, without limitation, the LandStructures) on land, together buildings and other real property owned by third parties, and all rights therein (collectively, the "Site Leases"), including, without limitation, those Site Leases listed on Schedule 2.2(b); (c) all of the rights under existing and pending sales and advertising contracts associated with the Business, all structuresrights to the advertising copy displayed on the Structures as of the Closing Date, all other rights to collect and receive income from the use of the Structures and security deposits, if any, with respect thereto (collectively, the "Advertising Contracts"), including, without limitation, all of the Advertising Contracts listed on Schedule 2.2(c); (d) all state and local licenses or permits/tags which Seller has or has an interest in with respect to the Business and all other Governmental Authorizations that are required for the operation of the Business (collectively, the "Permits"), including, without limitation, all of the Permits listed on Schedule 2.2(d); (e) the real property owned in fee by Seller and used in the Business and any rights therein, and all buildings, improvements, machinery, fixtures, structures and equipment affixed or attached to the Land and all easements and rights appurtenant theretoother improvements located thereon, including: listed on Schedule 2.2(e) (i"Included Real Property"); (f) all easementsaccounts receivable, privileges prepaid items 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 other assets of Seller as of the foregoing being collectively referred to herein Closing Date used in the Business that would be reflected as current assets on a balance sheet of Seller as of the “Owned Real Property”Closing Date prepared in a manner consistent with Section 3.10(a), but expressly excluding the Removed Real Propertycash and cash equivalents (including certificates of deposit); (bg) all pertinent Books and Records; (h) all tangible personal property owned by Seller and used in connection with the Owned Real Property as operation of the date of this AgreementBusiness (collectively, the "Tangible Personal Property"), 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 “Tangible Personal Property”Property listed on Schedule 2.2(h); (ci) all supplies used in connection with the Home Sale Contracts Business, including, without limitation, panels, moldings, steel components, sections, parts, paint and painting supplies, appurtenances, equipment, electrical connections, wiring and lighting components, as of the Closing Date (the “Assigned Home Sale Contracts”set forth on Schedule 2.2(i); (dj) all xxxxxxx money deposits and other forms the Intangible Property (it being understood that as to Seller's trade name "Unisign", Buyer shall be entitled to use such name in connection with its operation 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), Assets and Seller shall be entitled to retain the extent any use of this name as its corporate name and in connection with the operation by Seller of those businesses conducted by it which does not constitute part 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”Business); 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 ---------------- contained in this Agreement, the provisions of Section 1.6, at the Closing, Seller will Triton Entities agree to sell, transfer, assign, convey transfer and deliver to BuyerPurchaser, and Buyer will Purchaser agrees to purchase and accept from Sellerthe Triton Entities, all of the Triton Entities' entire right, title and interest of Seller in, in and to and under only 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 “"Purchased Assets"): (a) those parcels of real property that are owned by the Triton Entities and specified on Schedule 1.2(a) (the "Owned Real Property”"), but expressly excluding the Removed together --------------- with any and all easements for ingress, egress and utilities which are attendant to Owned 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 materialsthose ground leases or subleases specified on Schedule 1.2(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 Property”"Real Property Leases"), together with any and all easements for ingress, egress and utilities which are attendant to the Real Property Leases; (c) those towers, tower foundations, utilities, fences and landscaping specified on Schedule 1.2(c) which have been constructed upon the Home Sale Contracts as of --------------- Owned Real Property or the Closing Date real property described in the Real Property Leases (the “Assigned Home Sale Contracts”"Leased Real Property") (collectively, the "Tower Facilities"); (d) all xxxxxxx money deposits those leases, licenses and other forms agreements specified on Schedule 1.2(d) which grant third parties a right to use or occupy a portion of security --------------- the Owned Real Property (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”"Lease Agreements"); (e) all customer those subleases, licenses and vendor lists, and business and financial records, books, and documents (including any books and records other agreements specified on Schedule 1.2(e) which grant third parties a right to use or documents relating occupy a portion of --------------- the Leased Real Property or grant a right to Taxes imposed use or occupy space on the Purchased AssetsTower Facilities (collectively, the "Collocation Agreements"), 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 rightsthose subleases, obligations, licenses or other agreements specified on Schedule 1.2(f) which grant the Triton Entities a right to use or occupy space --------------- on a third party's tower facilities and duties of Seller arising out of Contracts relating a right to use or occupy 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) real property underlying such tower facilities (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"Reciprocal Agreements"); (g) all Permits in the name of Seller those permits, licenses, franchises and related other authorizations relating to the Owned Real Property (the “Assigned Permits”)Purchased Assets; and (h) all assets of Seller’s rights as declarant the type specifically described in this Section 1.2 ----------- that are acquired after the date hereof and prior to Closing and that are agreed to in writing by the parties at or similar capacity under CC&Rs with respect prior to Associationsthe Closing.

Purchased Assets. Upon At the terms set forth in this Agreement Closing, and subject to the terms and conditions hereof and set forth herein, the provisions of Section 1.6, at the Closing, applicable Seller Entity will sell, assign, transfer, convey and deliver, or cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver deliver, free and clear of Liens (other than Permitted Liens) to BuyerPurchaser, and Buyer Purchaser will purchase purchase, acquire and accept from Sellereach applicable Seller Entity or its applicable Subsidiaries, all right, title title, interest and interest obligations of each applicable Seller Entity or its applicable Subsidiaries in, to to, and under all of the following properties assets, properties, rights, Contracts and claims of each applicable Seller Entity or its applicable Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed (collectively, the “Purchased Assets”): (a1) subject to Section 1.5, the Landreal property listed on Schedule 2.1(a)(1) and related improvements and fixtures, 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 assignable real property rights, subsurface rights, development rights, benefits and water rights appurtenant to the Land appurtenances pertaining thereto (all of the foregoing being collectively referred to herein as the “Owned Purchased Real Property”), but expressly excluding the Removed Real Property; (b2) all tangible personal subject to the receipt of any required third-party consents, the real property leases, subleases, licenses or other Contracts listed on Schedule 2.1(a)(2) (the “Real Property Leases”); (3) the furniture, equipment, materials and supplies owned by the Seller Entities and used in connection with the Owned Real Property their respective Subsidiaries as of the date of this AgreementClosing Date and located at the Business Premises, including, specifically, without limitation, but excluding all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods proprietary systems or proprietary materials located 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 Premises (collectively, the “Purchased Personal Property”); (c4) subject to the receipt of any required third-party consents, the leases, subleases, licenses or other contracts associated with the furniture, equipment, materials and supplies leased by the Seller Entities and their respective Subsidiaries as of the Closing Date and located at the Business Premises (collectively, the “Personal Property Leases”); (5) (i) the Home Sale ATM units and the real property on which such ATMs are located that are owned by Seller or any of its Subsidiaries in connection with the Transferred Business, a list of which, as of the date hereof, is set forth on Schedule 2.1(a)(5)(i) (the “Purchased ATMs”), and (ii) subject to the receipt of any required third-party consents, all of Seller’s or Seller’s Subsidiaries’ rights with respect to the leases, subleases, licenses or other contracts pursuant to which Seller or any of its Subsidiaries leases real property on which ATMs are located, in connection with the Transferred Business, a list of which leases, as of the date hereof, is set forth on Schedule 2.1(a)(5)(ii) (the “ATM Real Property Leases”); (6) (i) the Loans (including any servicing and other rights relating thereto of Seller or any of its Subsidiaries) made or purchased by Seller or any of its Subsidiaries in connection with the Transferred Business that are listed on Schedule 2.1(a)(6), together with all Contracts evidencing or executed and delivered in connection with such Loans and including all obligations to make additional extensions of credit thereunder and all related collateral, excluding Nonperforming Loans and Mortgage Loans guaranteed by the Veterans’ Administration or the Federal Housing Administration (collectively, the “Purchased Loans”) and (ii) In-Process Loans. The parties agree that no Nonperforming Loans or Mortgage Loans guaranteed by the Veterans’ Administration or the Federal Housing Administration shall be included in the Purchased Loans; (7) all safe deposit Contracts and leases for safe deposit boxes located at the Banking Centers (the “Safe Deposit Agreements”); (8) the CRA-eligible loans, other than any Nonperforming Loans, listed on Schedule 2.1(a)(8) (the “CRA Assets”); (9) subject to the receipt of any required third-party consents, the rights of the Seller Entities or their respective Subsidiaries with respect to the operating Contracts under which goods or services are provided exclusively in connection with the Transferred Business as conducted at the Banking Centers (the “Assumed Contracts,” and together with the Collateral Pledge Agreements, Real Property Leases, ATM Real Property Leases and Personal Property Leases, the “Assumed Agreements”); (10) all books, records and other data relating primarily to the Transferred Business, including all files (including suspicious activity reports to the extent permitted by Applicable Law), customer and supplier lists, mailing lists, accounting records, documentation or records primarily relating to the Transferred Business (other than those primarily relating to the Excluded Assets or Excluded Liabilities) or the administration of the Assumed Agreements and the Assumed Deposits, real property files with respect to Purchased Real Property and Real Property Leases (including lease documentation, maintenance records, plans and permits, to the extent in the possession of the Seller Entities or any of their respective Subsidiaries), catalogs, printed materials and all technical and other data relating to the Transferred Business other than (i) corporate minute books and, except for Forms W-8 and W-9 and similar tax forms provided to the Seller Entities or any of their respective Subsidiaries by customers of the Transferred Business, income tax records of the Seller Entities or any of their respective Subsidiaries, (ii) personnel files and records and (iii) books and records to the extent relating to accounts that have terminated prior to Closing; provided, however, that the Seller Entities and their respective Subsidiaries shall have the right to retain copies of all such books, records and other data that are part of the Purchased Assets to the extent reasonably necessary for, and solely for use in connection with, tax, regulatory, litigation or other legitimate, non-competitive purposes; (11) any and all rights of the Seller Entities and their respective Subsidiaries that are by their terms transferrable and that have arisen, or that arise, under or pursuant to warranties, representations, indemnifications, reimbursement agreements, letters of credit, insurance policies to the extent held for the benefit of the Seller Entities and their respective Subsidiaries in connection with the Transferred Business or guaranties in favor of the Seller Entities and their respective Subsidiaries or made for the benefit of the Seller Entities and their respective Subsidiaries by their respective customers, predecessors in interest, suppliers, vendors, or Affiliates of any of the foregoing, to the extent relating to the Purchased Assets or the Assumed Liabilities, in either case with respect to the period following the Closing; (12) all U.S. cash on hand at the Banking Centers at the Close of Business on the Closing Date, including vault cash, xxxxx cash, tellers’ cash, prepaid postage, bank orders, checks, certified checks and cash equivalents (exclusive of the contents of any safe deposit boxes) located at the Banking Centers, as determined by a cash count to be mutually conducted by Seller and Purchaser but excluding any cash contained in ATMs not physically located at the Banking Centers and cash contained in security vehicles or otherwise maintained in vaults by vendors on behalf of Seller or Seller’s Subsidiaries, whether or not associated with the Transferred Business (the “Cash on Hand”); (13) accrued income receivable and accounts receivable of the Seller Entities and their respective Subsidiaries to the extent arising from the Transferred Business and existing as of the Closing Date (the “Assigned Home Sale ContractsBanking Receivables”), as set forth on the general ledger of the applicable Seller Entity maintained in the ordinary course of business of the Seller Entities in accordance with the internal controls and procedures of the Seller Entities, consistently applied. (14) all prepaid charges and fees of the Seller Entities and their respective Subsidiaries to the extent arising in the Transferred Business and existing as of the Closing Date (the “Prepaid Expenses”), as set forth on the general ledger of the applicable Seller Entity maintained in the ordinary course of business of the Seller Entities in accordance with the internal controls and procedures of the Seller Entities, consistently applied; (d15) all xxxxxxx money deposits the Purchased Overdrafts; (16) subject to the receipt of any required third-party consents, any income, commissions, compensation or allowances receivable or payable after the Closing Date in respect of annuities (including additional premium payments thereto after the Closing Date) and other forms interests in mutual funds sold by the Seller Entities or any of security their respective Subsidiaries in the conduct or operation of the Transferred Business on or prior to the Close of Business on the Closing Date; (whether 17) the benefits, rights, rights of action and claims (express or not held in escrowimplied) held or controlled related to the Purchased Assets and Assumed Liabilities acquired and assumed by or for Seller Purchaser pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)terms of this Agreement; (e18) 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), subject to the extent receipt of 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) (collectivelyrequired third-party consents, the “Other Contracts” and, together with Transferred Wealth Management Relationships and 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”)Transferred Business Banking Relationships; and (h19) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Purchased Credit Card Accounts and Receivables.

Purchased Assets. Upon At the terms set forth in this Agreement Closing, and subject to the terms and conditions hereof and set forth herein, the provisions of Section 1.6, at the Closing, applicable Seller Entity will sell, assign, transfer, convey and deliver, or cause one or more of its Subsidiaries to sell, assign, transfer, convey and deliver deliver, free and clear of Liens (other than Permitted Liens) to BuyerPurchaser, and Buyer Purchaser will purchase purchase, acquire and accept from Sellereach applicable Seller Entity or its applicable Subsidiaries, all right, title title, interest and interest obligations of each applicable Seller Entity or its applicable Subsidiaries in, to to, and under all of the following properties assets, properties, rights, Contracts and claims of each applicable Seller Entity or its applicable Subsidiaries, wherever located, whether tangible or intangible, real, personal or mixed (collectively, the “Purchased Assets”): (a1) subject to Section 1.5, the Landreal property listed on Schedule 2.1(a)(1) and related improvements and fixtures, 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 assignable real property rights, subsurface rights, development rights, benefits and water rights appurtenant to the Land appurtenances pertaining thereto (all of the foregoing being collectively referred to herein as the “Owned Purchased Real Property”), but expressly excluding the Removed Real Property; (b2) all tangible personal subject to the receipt of any required third-party consents, the real property leases, subleases, licenses or other Contracts listed on Schedule 2.1(a)(2) (the “Real Property Leases”); (3) the furniture, equipment, materials and supplies owned by the Seller Entities and used in connection with the Owned Real Property their respective Subsidiaries as of the date of this AgreementClosing Date and located at the Business Premises, including, specifically, without limitation, but excluding all equipment, furniture, tools and supplies (including all construction materials, work-in-process, finished goods, goods proprietary systems or proprietary materials located 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 Banking Premises (collectively, the “Purchased Personal Property”); (c4) subject to the receipt of any required third-party consents, the leases, subleases, licenses or other contracts associated with the furniture, equipment, materials and supplies leased by the Seller Entities and their respective Subsidiaries as of the Closing Date and located at the Business Premises (collectively, the “Personal Property Leases”); (5) (i) the Home Sale ATM units and the real property on which such ATMs are located that are owned by Seller or any of its Subsidiaries in connection with the Transferred Business, a list of which, as of the date hereof, is set forth on Schedule 2.1(a)(5)(i) (the “Purchased ATMs”), and (ii) subject to the receipt of any required third-party consents, all of Seller’s or Seller’s Subsidiaries’ rights with respect to the leases, subleases, licenses or other contracts pursuant to which Seller or any of its Subsidiaries leases real property on which ATMs are located, in connection with the Transferred Business, a list of which leases, as of the date hereof, is set forth on Schedule 2.1(a)(5)(ii) (the “ATM Real Property Leases”); (6) the Loans (including any servicing and other rights relating thereto of Seller or any of its Subsidiaries) made or purchased by Seller or any of its Subsidiaries in connection with the Transferred Business that are listed on Schedule 2.1(a)(6), together with all Contracts evidencing or executed and delivered in connection with such Loans and including all obligations to make additional extensions of credit thereunder and all related collateral, excluding Nonperforming Loans (collectively, the “Purchased Loans”). The parties agree that no Nonperforming Loans shall be included in the Purchased Loans; (7) all safe deposit Contracts and leases for safe deposit boxes located at the Banking Centers (the “Safe Deposit Agreements”); (8) the CRA-eligible loans, other than any Nonperforming Loans, listed on Schedule 2.1(a)(8) (the “CRA Assets”); (9) subject to the receipt of any required third-party consents the Letters of Credit issued by Seller or any of its Subsidiaries that are listed on, Schedule 2.1(a)(9) together with all reimbursement agreements and related documents (including, but not limited to, any collateral documents) with respect to the Assumed Letters of Credit and all collateral in the possession of or otherwise granted to Seller or any Affiliate of Seller in connection therewith (collectively, the “Assumed Letters of Credit”). (10) subject to the receipt of any required third-party consents, the rights of the Seller Entities or their respective Subsidiaries with respect to the operating Contracts under which goods or services are provided exclusively in connection with the Transferred Business as conducted at the Banking Centers (the “Assumed Contracts,” and together with the Real Property Leases, ATM Real Property Leases, Assumed Letters of Credit and Personal Property Leases, the “Assumed Agreements”); (11) all books, records and other data relating primarily to the Transferred Business, including all files (including suspicious activity reports to the extent permitted by Applicable Law), customer and supplier lists, mailing lists, accounting records, documentation or records primarily relating to the Transferred Business or the administration of the Assumed Agreements and the Assumed Deposits, real property files with respect to Purchased Real Property and Real Property Leases (including lease documentation, maintenance records, plans and permits, to the extent in the possession of the Seller Entities or any of their respective Subsidiaries), catalogs, printed materials and all technical and other data relating to the Transferred Business other than (i) corporate minute books and, except for Forms W-8 and W-9 and similar tax forms provided to the Seller Entities or any of their respective Subsidiaries by customers of the Transferred Business, income tax records of the Seller Entities or any of their respective Subsidiaries, (ii) personnel files and records and (iii) books and records to the extent relating to accounts that have terminated prior to Closing; provided, however, that the Seller Entities and their respective Subsidiaries shall have the right to retain copies of all such books, records and other data that are part of the Purchased Assets to the extent reasonably necessary for, and solely for use in connection with, tax, regulatory, litigation or other legitimate, non-competitive purposes; (12) any and all rights of the Seller Entities and their respective Subsidiaries that are by their terms transferrable and that have arisen, or that arise, under or pursuant to warranties, representations, indemnifications, reimbursement agreements, letters of credit, insurance policies to the extent held for the benefit of the Seller Entities and their respective Subsidiaries in connection with the Transferred Business or guaranties in favor of the Seller Entities and their respective Subsidiaries or made for the benefit of the Seller Entities and their respective Subsidiaries by their respective customers, predecessors in interest, suppliers, vendors, or Affiliates of any of the foregoing, to the extent relating to the Purchased Assets or the Assumed Liabilities, in either case with respect to the period following the Closing; (13) all U.S. cash on hand at the Banking Centers at the Close of Business on the Closing Date, including vault cash, xxxxx cash, tellers’ cash, prepaid postage, bank orders, checks, certified checks and cash equivalents (exclusive of the contents of any safe deposit boxes) located at the Banking Centers, as determined by a cash count to be mutually conducted by Seller and Purchaser but excluding any cash contained in ATMs not physically located at the Banking Centers and cash contained in security vehicles or otherwise maintained in vaults by vendors on behalf of Seller or Seller’s Subsidiaries, whether or not associated with the Transferred Business (the “Cash on Hand”); (14) accrued income receivable and accounts receivable of the Seller Entities and their respective Subsidiaries to the extent arising from the Transferred Business and existing as of the Closing Date (the “Assigned Home Sale ContractsBanking Receivables”), as set forth on the general ledger of the applicable Seller Entity maintained in the ordinary course of business of the Seller Entities in accordance with the internal controls and procedures of the Seller Entities, consistently applied. (15) all prepaid charges and fees of the Seller Entities and their respective Subsidiaries to the extent arising in the Transferred Business and existing as of the Closing Date (the “Prepaid Expenses”), as set forth on the general ledger of the applicable Seller Entity maintained in the ordinary course of business of the Seller Entities in accordance with the internal controls and procedures of the Seller Entities, consistently applied; (d16) all xxxxxxx money deposits the Purchased Overdrafts; (17) subject to the receipt of any required third-party consents, any income, commissions, compensation or allowances receivable or payable after the Closing Date in respect of annuities (including additional premium payments thereto after the Closing Date) and other forms interests in mutual funds sold by the Seller Entities or any of security their respective Subsidiaries in the conduct or operation of the Transferred Business on or prior to the Close of Business on the Closing Date; (whether 18) the benefits, rights, rights of action and claims (express or not held in escrowimplied) held or controlled related to the Purchased Assets and Assumed Liabilities acquired and assumed by or for Seller Purchaser pursuant to the Assigned Home Sale Contracts (“Home Sale Contract Deposits”)terms of this Agreement; (e19) 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), subject to the extent receipt of 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) (collectivelyrequired third-party consents, the “Other Contracts” and, together with Transferred Wealth Management Relationships and 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”)Transferred Business Banking Relationships; and (h20) all of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthe Purchased Credit Card Accounts and Receivables.

Purchased Assets. Upon the terms set forth in this Agreement and subject to the conditions hereof and of this Agreement: (a) on the provisions of Section 1.6, at the ClosingClosing Date, Seller will shall sell, transfer, assign, convey and deliver to Buyer (and/or to one or more subsidiaries designated by Buyer), and Buyer will shall purchase and accept from Seller, on a going concern basis, free and clear of all Encumbrances (except for Permitted Encumbrances), all right, title and interest of Seller in, to and under all of the following assets and properties of Seller listed or referred to in this SECTION 2.1(A) (collectivelyother than the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, and used by Seller in connection with the Business as the same shall exist on the Closing Date (herein together with the Canadian Assets collectively called the "PURCHASED ASSETS") including, without limitation or duplication, 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 easementsof the assets reflected on the Statement of Assets, privileges except for the Canadian Assets and rights belonging those disposed of or converted into cash after the Statement of Assets Date in any way appurtenant to the Land; and ordinary course of business; (ii) any and all air rightsraw materials, 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 materialssupplies, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialsmaterials used in the production or distribution of, or which are, Filter Products located at the Yankton Plant, the Knoxville Facility, the warehouse facilities (including, without limitation, the Valk Industries facility) and any other personal property as is owned leased by the Seller, whether located on Seller or the building designated as "Warehouse #3" which is a part of the Hastings Michigan plant; (iii) the Governmental Permits listed in SCHEDULE 5.9 which are then transferable to Buyer; (iv) the Owned Real Property or with suppliers or others as of the date of this Agreement (collectivelyand options to acquire real property listed in SCHEDULE 5.10 including, without limitation, the “Personal Property”)Yankton Plant and the Knoxville Facility; (cv) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”)real estate leases and leasehold improvements listed or described in SCHEDULE 5.11; (dvi) all xxxxxxx money deposits the machinery, equipment, vehicles, furniture and other forms of security personal property listed or referred to in SCHEDULE 5.13 (whether or not held in escrow) held or controlled by or for Seller pursuant to which Schedule shall include all machinery, equipment, vehicles, furniture and similar items located at the Assigned Home Sale Contracts (“Home Sale Contract Deposits”); (e) all customer Yankton Plant 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 Knoxville Facility (other than those related to Housing Units that have been sold prior to Excluded Assets) and such machinery, equipment, vehicles, furniture and items located at the Closing) (collectively, Hastings Michigan Plant and used exclusively in the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”Business); (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 pursuant to Section 363 of the Bankruptcy Code (and Section 365 of the Bankruptcy Code with regard to the conditions hereof and the provisions of Section 1.6Facility Lease), at the Closing, Seller will sellSeller, transferand MTS with regard to the MTS Real Property, assignhereby sells, convey transfers, assigns and deliver delivers to Buyer, free and clear of any and all Liens and Claims, and Buyer will purchase hereby purchases and accept acquires from Seller, and MTS with regard to the MTS Real Property, all right, title and interest of Seller inSeller, and MTS with regard to the MTS Real Property, in and under to all of the following properties properties, assets, and rights owned, used, or acquired for use in connection with Seller's business, whether tangible or intangible, and whether or not recorded on Seller's books and records, as the same exist at the Closing (collectively, the “"Purchased Assets”"): (a) subject to Section 1.5All of Seller's cash and cash items, the Landnotes and accounts receivable (trade and other, 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 except $54,684 of the foregoing being collectively referred to herein as the “Owned Real Property”account receivable from Glasgow Pharmaceutical Corporation), but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller All raw materials and raw material components used in connection with the Owned Real Property Seller's packaging process and in the Seller's possession or otherwise reflected on the Seller's books as of the date of this AgreementClosing Date, including, specificallywithout limitation, any prepaid items; (c) All inventories related to Seller's business, including, without limitation, all equipment, furniture, tools finished goods and supplies (including all construction materials, work-in-processprocess inventories; (d) All equipment (including computer equipment), finished goodsdies, goods in transitsupplies, manufactured and purchased supplies furniture, fixtures, leasehold improvements and other materialsfixed or tangible assets related to Seller's business; (e) and any other personal property as is owned The Vangard Real Property conveyed to Buyer by the Seller, whether located on the Owned Vangard Deed; (f) The MTS Real Property or with suppliers or others conveyed to Buyer by the MTS Deed; (g) The Facility Lease, so long as such lease is validly assigned to Buyer pursuant to Section 365 of the date of this Bankruptcy Code, the Vangard License Agreement and the Vangard Non-Competition Agreement (collectively, the “Personal Property”"Assumed Contracts"); (ch) the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”); (d) all xxxxxxx money deposits All regulatory permits, licenses and other forms documents of security (whether or not held in escrow) held or controlled by or for Seller pursuant Seller, incident 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)operation of its business, to the extent any of that the foregoing are same may be legally assigned; (i) All software (including, without limitation, source code and related to or used documentation) know how, patents, trademarks, trade names, trade dress and service marks, and the goodwill associated with respect to the Owned Real Propertyforegoing, Personal Property or the Assigned Contractsdevelopments, 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 plansinventions, and all other plans and specificationsintellectual property owned by Seller (the "Intellectual Property"), drawings and other similar documents, in each case relating to except the Owned Real PropertyIntellectual Property subject of the Vangard License Agreement; (fj) all rightsAll of Sellers' rights or licenses to use software (including, obligationswithout limitation, source code and duties of Seller arising out of Contracts relating to related documentation) know how, patents, trademarks, trade names, trade dress, service marks, developments, inventions and other intellectual property used in, or related to, Seller's business or 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”)Purchased Assets; (gk) All files, books, records, and data (written, electronic, or in any other form), related to, or associated with, Seller's business or the Purchased Assets; (l) All rights in and to Seller's corporate name and all Permits variants thereof, and all rights to use of Seller's corporate name as a trademark, tradename, trade dress or service mark; (m) All other assets included in the name Debtor's Estate (as defined in Article I of Seller the Plan), and related to all other assets currently used or usable in connection with Seller's business, whether owned of record by Seller, Shareholder, MTS or by any other entity affiliated with MTS, other than the Owned Real Property (the “Assigned Permits”)Retained Assets as provided in Section 2.3 hereof; and (hn) Any and all causes of action associated with the Purchased Assets described above, with the exception of those causes of action provided in Section 2.3 hereof. To the extent necessary for Buyer to acquire all right, title and interest in and to the Purchased Assets, MTS and Shareholder, hereby (i) consent to such sale, transfer, assignment and delivery to Buyer, (ii) agree to execute and deliver any and all necessary documentation, either before or after the Closing, to vest in Buyer all right, title and interest in and to the Purchased Assets, and (iii) acknowledge that, except for the MTS Real Property, Seller owns or has the right to use and transfer all 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 in this Agreement, at the Closing, in exchange for the consideration described in Section 1.5 and the Purchaser’s assumption of the Assumed Liabilities, the Seller will shall sell, transfer, assign, transfer and convey and deliver to Buyerthe Purchaser, and Buyer will purchase the Purchaser shall acquire and accept from the Seller, all of the Seller’s right, title and interest of Seller in, to and under the following assets, properties and rights, whether tangible or intangible, real, personal or mixed (collectively, the “Purchased Assets”):), free and clear of all Liens, except Permitted Liens: (a) subject to Section 1.5, the Landall tracts or parcels of real property listed and described in Schedule 1.1(a), 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 appurtenances, including appurtenant easements, privileges and reversionary rights belonging or in any way appurtenant to the Landattributable thereto; and (ii) any all improvements and all air rightsfixtures located on or affixed or attached to such real property (collectively, subsurface rights, development rights, and water rights appurtenant to the Land (all of the foregoing being collectively referred to herein as the “Owned Real Fee Property”), but expressly excluding the Removed Real Property; (b) all tangible personal rights, title and interests of the Seller to use and occupy all easements, licenses, rights-of-way, and other similar real property owned by Seller rights and interests that are exclusively 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 Business (collectively, the “Personal PropertyEasements”), including those listed on Schedule 1.1(b) (collectively, the “Scheduled Easements”); (c) the Home Sale Contracts as all right, title and interest of the Closing Date Seller, as tenant or lessee, under the leases that are listed and described on Schedule 1.1(c) (each, a “Real Property Lease”, and collectively, the “Assigned Home Sale ContractsReal Property Leases”) and all of the Seller’s right, title and interest in and to the leasehold estate in the real property subject to the Real Property Leases (such real property, the “Leased Real Property”), and all right, title and interest of the Seller under the Seller Leases; (d) all xxxxxxx money deposits tangible assets, buildings, facilities, pipelines, personal property, equipment, warehouse inventory and other forms spare parts, in each case, that are owned by Seller or any of security (whether or not held in escrow) held or its controlled by or for Seller pursuant Affiliates to the Assigned Home Sale Contracts extent they are exclusively used in the Business, including those items listed in Schedule 1.1(d) (the “Home Sale Contract DepositsTangible Property”); (e) any and all customer of the Seller’s Books and vendor listsRecords to the extent they are exclusively used in the Business (the “Assigned Books and Records”); provided, however, such Assigned Books and Records shall not include (A) any proprietary data that is not used in connection with the Business, (B) any information subject to third Person confidentiality agreements for which a consent or waiver cannot be secured after commercially reasonable efforts with no obligation to make any payments or otherwise pay any consideration, (C) any information which, if disclosed, would, based on the reasonable advice of counsel, violate an attorney-client privilege or would constitute a waiver of rights as to attorney work product or attorney-client privileged communications, unless such information is needed for operation of the Business, and business and financial recordsthe Parties enter a mutually agreeable joint defense agreement related thereto, books, and documents (including any books and D) records or documents of negotiations with third parties relating to Taxes imposed on the sale of the Purchased Assets), if any, (E) any information primarily relating to the extent Excluded Assets or the Excluded Liabilities (other than with respect to Asset Taxes) and not exclusively used in the Business, or (F) any of the foregoing are related to Seller’s Books and Records which the Seller is prohibited from disclosing or used with respect transferring to the Owned Real PropertyPurchaser under applicable Law and is required by applicable Law to retain; provided, Personal Property or the further, such Assigned Contracts, including all of Seller’s rights to architectural Books 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 PropertyRecords shall include Tax Returns reporting Asset Taxes; (f) all rights, obligations, and duties of Seller arising out of Contracts relating to the construction of Housing Units extent assignable and subject to Section 4.5, all Licenses to the extent they are exclusively used in the Ordinary Course or otherwise Business, including those listed on Section in Schedule 1.1(f) (the “Assigned Licenses”); (g) to the extent assignable and subject to Section 4.5, the Contracts to which the Seller or any of its controlled Affiliates are a party to the Disclosure extent they are exclusively used in the Business, including those listed in Schedule 1.1(g) (other than those related to Housing Units that have been sold which Schedule 1.1(g) shall be updated prior to the Closing) or as otherwise disclosed to Purchaser in the Data Room (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (gh) all Permits prepaid items, deposits, and other similar assets exclusively used in the name Business, including those set forth on Schedule 1.1(h) (which Schedule 1.1(h) shall be updated prior to the Closing) or as otherwise disclosed to Purchaser in the Data Room (the “Prepaid Assets”); (i) all administrative systems and facilities owned or leased by the Seller to the extent they are exclusively used in the Business, including all computer hardware and, to the extent assignable and subject to Section 4.16, the software (including the software listed on Schedule 1.1(i)), systems and information technology infrastructure, all inventory and accounting systems and all telephone and communications systems, which are exclusively used in the Business; (j) any claims, counterclaims, causes of Seller action, lawsuits, judgments, set-offs, third party indemnities, defenses and rights under all warranties, representations and guarantees made by suppliers of services, products, materials or equipment primarily related to the Owned Real Property Assumed Liabilities or the Purchased Assets; (k) all generic additives owned by the Seller or its controlled Affiliates and located or stored at the Terminal Facilities (the “Assigned PermitsInventory”); and (hl) the assets, properties, rights and/or claims set forth on Schedule 1.1(l). Notwithstanding anything herein to the contrary, the Purchaser may designate one or more wholly-owned subsidiaries to take title to certain of the Purchased Assets at Closing, provided that (i) such designation shall not limit the rights of the Seller under this Agreement nor the obligations of the Purchaser or the Guarantor under this Agreement and (ii) the obligations of the Guarantor in accordance with the Guaranty shall extend to and include each such subsidiary as a purchaser of such Purchased Assets for all purposes of Seller’s rights as declarant or similar capacity under CC&Rs with respect to Associationsthis Agreement.

Purchased Assets. Upon (a) On 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 ClosingSeller, Seller will together with certain wholly-owned subsidiaries (as disclosed on Schedule 1.1), hereby agrees to sell, transfer, assignconvey, convey assign and deliver to BuyerPurchaser, or cause to be sold, transferred, conveyed, assigned and delivered to Purchaser, and Buyer will Purchaser agrees to purchase from Seller together with certain wholly-owned subsidiaries, free and accept from Sellerclear (except as described in Section 8.5(a) below) of all Encumbrances, as hereinafter defined, all right, title and interest of Seller in, to to, and under the assets and properties of every nature, kind and description, whether real, personal or mixed, tangible or intangible, used in, held for use primarily in, or pertaining primarily to, the Business, as hereinafter defined (other than Excluded Assets, as hereinafter defined), wherever located, as the same shall exist immediately prior to the Closing, as hereinafter defined, including, without limitation, the following properties assets of the Business: (i) the real property listed on Schedule 8.5(a), together with all appurtenances thereto and all buildings and other structures, fixtures and improvements located thereon (collectively, the “Purchased Assets”):"Owned Real Property"); (aii) subject to Section 1.55.1(e) below, the Landreal property leases listed on Schedule 8.5(b) (collectively, the "Leases"), 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 of Seller's 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 structures, fixtures and improvements located on the “Owned real property covered by such Leases (collectively, the "Leased Real Property”)"; and, but expressly excluding the Removed Real Property; (b) all tangible personal property owned by Seller and used in connection together with the Owned Real Property as of Property, the date of this Agreement"Real Property"); (iii) all machinery and equipment, including, specifically, without limitation, all manufacturing, production, maintenance, packaging, testing and other machinery, tooling (including dies and molds) and equipment, vehicles spare or replacement parts, computer equipment, furniture, tools fixtures, plant and office equipment, supplies and other tangible personal property, as well as laboratory equipment located at the Battery Technology Center and used in the Business as described in Schedule 1.1(a)(iii), and including, without limitation, all tangible personal property of Seller or its Affiliates located on the Real Property on the date hereof; (including iv) all construction inventories, including, without limitation, raw materials, work-in-process, finished goods, goods in transitcomponent parts, manufactured returned goods, stores and purchased supplies supplies, packaging, shipping containers 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 materials (collectively, the “Personal Property”"Purchased Inventories"); (cv) all accounts and notes receivable (collectively, the Home Sale Contracts as of the Closing Date (the “Assigned Home Sale Contracts”"Purchased Receivables"); (dvi) all xxxxxxx money deposits prepaid expenses relating to the Assumed Liabilities, as hereinafter defined, including prepaid Taxes as hereinafter defined, advances, credits and security, utility and other forms deposits but excluding prepaid insurance and any prepaid item the substantial benefit of security which will not be usable by the Purchaser after the Closing; (whether vii) subject to Section 5.1(e) below, all rights in and under all contracts, arrangements, licenses, personal property leases, commitments, purchase orders, sales orders and other agreements, including, without limitation, any right to receive payment for products sold or not held in escrow) held or controlled by or for Seller services rendered, and to receive goods and services, pursuant to such agreements, and to assert claims and take other rightful actions in respect of breaches, defaults and other violations thereof (collectively, the "Assigned Home Sale Contracts (“Home Sale Contract Deposits”Contracts"); (eviii) all operating records, data and other materials maintained by or on behalf of, or otherwise relating to, the Business, including, without limitation, all books, records, sales and sales promotional data, advertising materials, customer lists and vendor records, credit information, cost and pricing information, supplier lists and records, business plans, catalogs, mailing lists, and business and financial distribution lists, photographs, production data, engineering records, bookspersonnel and payroll records, manufacturing and quality control records and procedures, research and development files, intellectual property disclosures, accounting records, and documents other materials related to any of the foregoing items; (including any books ix) subject to Section 1.2(c), 1.2(f) and records 8.11, all patents, trademarks, tradenames, service marks, copyrights, know-how and trade secrets owned or documents used by Seller in the Business as provided in Schedule 8.11 (collectively, the "Purchased Rights") including, without limitation, the name Dynasty, and all other names owned by Seller and primarily used in, held for use in, or otherwise relating to Taxes imposed on the Purchased Assets)Business; (x) subject to Section 1.2(b) below, all Permits, as hereinafter defined, to the extent they are assignable or transferable; (xi) all rights, recoveries, refunds, counterclaims, rights of set-off and other Claims, as hereinafter defined (known or unknown, accrued or contingent), against third parties, including, without limitation, warranty and other contractual claims, other than any of the foregoing are related to or used with respect which relate solely to the Owned Real PropertyExcluded Assets or Retained Liabilities, 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 Propertyas hereinafter defined; (fxii) all rightswarranties, obligationsguarantees and letters of credit received from vendors, and duties of Seller arising out of Contracts relating to the construction of Housing Units in the Ordinary Course suppliers 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”)manufacturers; (gxiii) all Permits of the capital stock and other ownership interests in the name of Seller and related to the Owned Real Property (the “Assigned Permits”)Purchased Subsidiaries, as set out in Schedule 1.1; and (hxiv) all goodwill of Seller’s the Business. (b) The assets, properties, interests in properties and rights that are to be sold, transferred, conveyed and assigned to Purchaser by Seller hereunder shall be collectively referred to as declarant the "Purchased Assets". As used in this Agreement, the term "Encumbrances" means, collectively, all security interests, judgments, liens (other than for taxes not yet payable), pledges, escrows, claims, options, rights of first refusal, mortgages and encumbrances; the term "Claim" means any claim, demand, action, suit or similar capacity proceeding; and the term "Affiliate" means any other person or entity that, directly or indirectly, is controlled by or is under CC&Rs common control with respect to Associationssuch person.

Purchased Assets. Upon (a) 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 Sellers will sell, transfergrant, assignconvey, convey transfer and deliver assign to Buyer, and Buyer will purchase purchase, acquire and accept from Seller, all right, title and interest of Seller in, to and under receive the following properties assets, free and clear of all Encumbrances (collectively, except for the 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 following assets owned by Sellers: (iiA) any and all air rights, subsurface rights, development rights, and water rights appurtenant to the Land surface real property owned by Sellers within the Mine Complex Area (all of the foregoing being collectively referred to herein as the “Owned Real Property”), but expressly excluding including the Removed Real Propertyproperty and interests identified on Schedule 2.01(a)(i)(A); and (B) all the leases and other Contracts set forth on Schedule 2.01(a)(i)(B) (collectively the “Purchased Leases”), including all leasehold estates, licenses, easements, rights-of-way, riparian rights, mooring rights, access rights and other rights and interests in and to the real property pursuant to such Purchased Leases; (bC) all tangible personal property owned by Seller Improvements on the Real Property, including the coal processing and used in connection with handling facilities and the Owned Real Property barge loading facility on the Green River; (ii) all equipment, fixtures and mine infrastructure of Sellers located as of the date of this Agreementhereof underground or on the surface at the Riveredge Mine and Pennyrile Mine Complex, includingincluding the equipment identified on Schedule 2.01(a)(ii) (the “Equipment”), specificallyother than the Excluded Equipment; (iii) the materials, without limitation, all equipment, furniture, tools parts 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 hereof at the Pennyrile Mine Complex (collectively, the “Personal PropertyParts and Supplies Inventory”), other than the materials, parts and supplies held on consignment from the consignors listed on Schedule 2.02(e); (iv) the Permits identified on Schedule 2.01(a)(iv) (the “Purchased Permits”); (cv) all coal inventory located at the Home Sale Contracts Pennyrile Mine Complex as of the Closing Date (the “Assigned Home Sale ContractsCoal Inventory”), except for the Retained Coal Inventory; (dvi) copies of 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 Records related to or used associated with respect to the Owned Real Propertyassets described in the foregoing clauses (i) – (v). (b) Each of the Purchased Assets shall at the Closing be sold, Personal Property or the Assigned Contractsassigned, including all of Seller’s rights to architectural transferred, conveyed and engineering plans, subject to applicable fees for the reuse, signing and sealing of such plans, water and sewer, electrical and building plansdelivered by Sellers to, and all other plans and specificationspurchased by, drawings and other similar documents, in each case relating to such of Buyer or one or more of its assignees or designees as 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 Buyer may direct prior to the Closing) (collectively, . The Parties agree to reasonably cooperate to modify prior to Closing the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”); (g) all Permits in the name form of Seller and related contemplated Transaction Documents to the Owned Real Property (the “Assigned Permits”); and (h) all of Seller’s rights as declarant extent necessary to conform to any such direction or similar capacity under CC&Rs with respect to Associationsdesignation by Buyer.

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 below), Seller will in exchange for a payment by Purchaser to Sellers of the Purchase Price and Purchaser’s assumption of the Assumed Liabilities, Sellers shall sell, assign, transfer, assign, convey and deliver deliver, or cause to Buyerbe sold, assigned, transferred, conveyed and Buyer will purchase delivered, to Purchaser, free and accept from Sellerclear of all Encumbrances (other than Permitted Encumbrances), all of Sellers’ right, title and interest in and to all of Seller inthe assets, to property and under rights primarily used or held for use by Sellers in the following properties conduct of the Business as of the Closing Date, including all of the assets, property and rights set forth or described below, but excluding the Retained 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 the Equity Interests in any way appurtenant to the Land; and Transferred Entities; (ii) any and all air rights, subsurface rights, development rights, and water rights appurtenant the goodwill of Sellers relating to the Land Business; (iii) all of the foregoing being collectively referred to herein as the “Owned Real Property”Inventory (including all Products), but expressly excluding the Removed Real ; (iv) all Personal Property; (bv) all tangible personal property owned by Seller the Intellectual Property and Software used primarily in connection with the Owned Real Property as conduct of the date of this AgreementBusiness, including, specifically, including without limitation, all equipment, furniture, tools limitation the Registered Intellectual Property and supplies (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialsSoftware set forth on Schedule 1.1(d)(v) 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 Transferred Intellectual Property”); together with all rights to sxx and recover damages for past, present and future infringement, dilution, misappropriation on other violation thereof or conflict therewith; (cvi) all IT Assets; (vii) all Contracts primarily relating to the Home Sale Business, including without limitation the Contracts as of set forth on Schedule 1.1(d)(vii), except for the Closing Date Retained Contracts (collectively, the “Assigned Home Sale Assumed Contracts”); (dviii) all xxxxxxx money deposits and other forms of security the real property leases set forth on Schedule 1.1(d)(viii) (whether or not held in escrow) held or controlled by or for Seller pursuant to the Assigned Home Sale Contracts (“Home Sale Contract DepositsAssumed Real Property Leases”); (eix) all Permits used primarily in the conduct of the Business and held by Sellers to the extent the same, or a right to use the same, can be transferred to Purchaser; (x) all of Sellers’ customer and vendor listslists to the extent relating to the Business, and business and financial records, books, all of Sellers’ files and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), credit information) to the extent any relating to customers and vendors of the foregoing are related to or used with respect to the Owned Real Property, Personal Property or the Assigned Contracts, Business; including all of SellerSellers’ equipment maintenance data, accounting records, Tax records (including Tax Returns, but only to the extent relating specifically to the Business or to the Transferred Entities, and excluding VAT records relating to the UK Business) inventory records, sales and sales promotional data, package inserts, instruction manuals, owner’s rights to architectural manuals, labels, advertising materials, cost and engineering pricing information, business plans, subject to applicable fees for the reusereference catalogs and any other such data and records, signing and sealing of such plans, water and sewer, electrical and building plans, and all other plans and specifications, drawings and other similar documentshowever stored, in each case to the extent relating to the Owned Real Property; (f) all rightsBusiness; provided, obligationshowever, that Sellers shall be entitled to retain copies of any such materials which are necessary for, and duties of Seller arising out of Contracts relating may use such copies solely in connection with, their Tax, accounting or legal purposes, provided that such copies and all information contained therein shall be Confidential Information subject to the construction provisions of Housing Units in the Ordinary Course or Section 5.12 and shall otherwise listed on Section 1.1(f) of the Disclosure Schedule (other than those related to Housing Units that have been sold prior be subject to the Closing) (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”provisions of Section 5.4(b); (gxi) all Permits refunds or credits for Taxes arising out of the Business for all Tax periods or portions thereof beginning on or after the Closing Date; (xii) to the extent transferable, all claims, causes of action, choses in action, rights of recovery and rights of setoff of any kind, rights to proceeds actually received under third party insurance policies in respect of claims made against such policies prior to Closing and rights under and pursuant to all warranties, representations, indemnities and guarantees made by suppliers of products, materials or equipment, or components thereof to the name of Seller and extent related to the Owned Real Property Business (but excluding all such claims, causes of action, choses in action, rights of recovery and rights of setoff to the “Assigned Permits”extent related to the Retained Assets); (xiii) all trade accounts receivable and trade notes receivable of the Business, whether recorded or unrecorded; and (hxiv) all prepaid expenses and deposits relating primarily to the Business to the extent such prepaid expenses and deposits will accrue to the benefit of Seller’s rights as declarant or similar capacity under CC&Rs with Purchaser in respect to Associationsof the Business on and following the Closing Date.

Purchased Assets. Upon Subject to the terms set forth and conditions of this Agreement, and except as provided in this Agreement and subject Section 1(b) hereof with respect to the conditions hereof and the provisions of Section 1.6Excluded Assets, at the Closingclosing provided for in Section 1(f) hereof, the Seller will shall sell, transfer, assign, convey and deliver assign to Buyerthe Purchaser, and Buyer will the Purchaser shall purchase and accept from Seller all of the Seller's assets, including without limitation, all of Seller's right, title and interest of Seller in, to in 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 Davco Apparel Business and all easements the goodwill thereof as a going concern and rights appurtenant thereto, including: (ithe assets set forth below in this Section 1.1(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 assets of the Seller purchased by the Purchaser pursuant to this Agreement are collectively referred to herein as the “Owned Real Property”"Purchased Assets"). Without limiting the generality of the foregoing, the Purchased Assets shall be inclusive of all tangible and intangible assets relating to Seller's activities pursuant to its licenses of the "Xxxxx Xxxxx", "Xxxxx Xxxxx America" and "Xxxxxxx Xxxxx" trademarks. (i) all inventory and supplies of Seller on the Closing Date, wherever located, including those located at Seller's premises or located at or in transit to or from a supplier or customer of Seller ("Inventory"), but expressly excluding the Removed Real Propertyincluding those set forth on Schedule 1.1; (bii) all tangible personal property owned by accounts and notes receivable of Seller on the Closing Date ("Accounts Receivable"), including those set forth on Schedule 1.2; (iii) all open purchase orders, bookings, bids, quotations, and used proposals with customers or potential customers existing on the Closing Date and all customer deposits and advances existing on the Closing Date (collectively, "Customer Orders"), including those set forth on Schedule 1.3; (iv) all deposits and advances with vendors, suppliers and subcontractors existing on the Closing Date(collectively, "Vendor Deposits"), including those set forth on Schedule 1.4; (v) all open purchase orders, contracts, bookings, bids, quotations, and proposals with vendors, suppliers and subcontractors existing on the Closing Date (collectively, "Vendor Orders"), including those set forth on Schedule 1.5; (vi) all of Seller's rights under open letters of credit issued for the account of Seller in connection with favor of vendors, suppliers and contractors, or issued for the Owned Real Property as account of customers in favor of Seller(collectively, "Open Letters of Credit"), including those set forth on Schedule 1.6; (vii) all of Seller's prepaid expenses of the date types set forth on Schedule 1.7 (collectively, "Prepaid Expenses"); (viii) all of this AgreementSellers past and present customer lists and past and present vendor, includingsourcing, specificallysupplier and subcontractor lists, without limitationincluding those set forth on Schedule 1.8 (collectively, "Customer and Vendor Lists") (ix) all equipmentof Seller's rights in all corporate and d/b/a names, furniturebrand names, tools and supplies labels, logos, trademarks, trade names, trademark applications, patents, patent applications, service marks, copyrights, copyright applications (including all construction materials, work-in-process, finished goods, goods in transit, manufactured and purchased supplies and other materialseach case whether registered or unregistered) and any other personal property as is applied for or owned by the Seller, whether located on together with the Owned Real Property or with suppliers or others as goodwill of the date business relating thereto, including, without limitation, any interest it may have in the names "Davco", "Davco Industries", "Davco Accessories" and derivations and variations thereof and other proprietary rights set forth on Schedule 1.9, and all of this Agreement Seller's rights in software, product designs, styles, drawings, artwork, graphics, prototypes, mockups, models, product development programs and plans, including any stored on a computer system (collectively, the “Personal "Intellectual Property”"); (cx) Seller's licenses and agreements to manufacture, sell, market, import or distribute apparel products under trademarks owned by others, including without limitation, under the Home Sale Contracts "Xxxxx Xxxxx", "Xxxxx Xxxxx America" and "Xxxxxxx Xxxxx" trademarks and others identified on Schedule 1.10 (collectively, the "Trademark Licenses"); (xi) all the fixtures, leasehold improvements, structures, plant, machinery, equipment, tools, furniture, pallets, telephones and systems, computer systems(including software), and other items of personal property owned or leased by Seller as of the Closing Date Date, including those set forth on Schedule 1.11 (collectively, the “Assigned Home Sale Contracts”"Fixed Assets"); (dxii) Seller's leases for its office/showroom at 000 Xxxxx Xxxxxx, XXX, 00xx Floor, and its warehouse at 000 Xxxxxxx Xxxx, Xxxx Xxxxx, Xxxxxxxxxxx, and any security deposits relating thereto, more specifically identified on Schedule 1.12 (collectively, the "Real Property Leases"). The tenant of record under the Real Property Leases is Davco Accessories, Inc.("DAC"), but pursuant to Section 5(r) hereof, Seller and Shareholders have agreed to cause DAC to take such actions as are necessary to assign such leases to Purchaser; (xiii) all xxxxxxx money deposits and other forms of security contracts, agreements (whether oral or not held in escrow) held written), including, without limitation, distribution rights, agreements with customers, vendors, suppliers and subcontractors, sales representatives, advertising contracts, licenses of software, patents, copyrights, trademarks or controlled by other intellectual property, the Trademark Licenses, the Real Property Leases and equipment leases or for installment contracts under which Seller pursuant to has leased or purchased Fixed Assets, including those set forth on Schedule 1.13 (collectively, the Assigned Home Sale Contracts (“Home Sale Contract Deposits”"Contracts"); (exiv) all customer Customer and industry approvals and qualified vendor listscertifications, and business and financial recordsincluding those set forth on Schedule 1.14 (collectively, "Customer Certifications"). (xv) Seller's samples, prototypes, sample books, showroom displays, advertising materials, mockups, brochures, catalogues, including those under development (collectively, "Marketing Materials"). (xvi) the licenses, permits, certificates of occupancy or use and documents (including any books and records or documents relating to Taxes imposed on the Purchased Assets), other governmental approvals pertaining to the extent any operation of Seller's business or the use of the foregoing are related to or used with respect to property covered by the Owned Real Property, Personal Property Leases or the Assigned ContractsFixed Assets, 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 those 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 Closing) 1.15 (collectively, the “Other Contracts” and, together with the Assigned Home Sale Contracts, the “Assigned Contracts”"Permits"); (gxvii) all Permits rights and claims against third parties in respect of the name of Purchased Assets, including without limitation all rights under express or implied warranties from vendors and suppliers to Seller and all other claims, rebates, payments from vendors and refunds; provided, however, that Seller shall retain such rights to the extent related to any Non-Assumed Liability or Excluded Assets; (xviii) the Owned Real Property books, records, data bases, sales and product records, business, operational and marketing plans, accounts, correspondence, employment, payroll, personnel and workers' compensation records, environmental control records, training and operations manuals and any other books, records, accounts and information, including any stored on a computer system or disk and all owned or licensed computer software (the “Assigned Permits”collectively, "Books and Records"); and (hxix) cash on hand and in banking or financial institution accounts, deposit or concentration accounts, safety deposit boxes, money market accounts, brokerage accounts and investment accounts on the Closing Date and all cash equivalents, other than amounts needed to cover checks outstanding on the Closing Date, including those in the bank and financial institution accounts set forth on Schedule 1.16 (collectively, "Cash Accounts"). The amount of Seller’s rights the Cash Accounts to be transferred to Purchaser shall not be credited or deducted from payments made by Purchaser on the Closing Date, but rather the amount of the Cash Accounts shall be determined by the Closing Date Audit (as declarant defined below) and, if such audit has been completed, shall be credited and deducted from the advance otherwise to be paid to Seller pursuant to Section 3(b)(ii) following completion of the third quarter of 1997, or similar capacity under CC&Rs with respect to Associationsif such audit is not available, shall be credited and deducted from payment of the Actual Final Cash Purchase Price (as defined below).