Common use of Purchased Assets Clause in Contracts

Purchased Assets. The assets, properties and rights to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller: (a) the licenses and authorizations issued by the Federal Communications Commission (the "FCC"), including (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached hereto; (d) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all of each Seller's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregistered), all of which are used primarily in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f); and (j) subject to Article XII, all rights and claims under insurance policies with respect to the Purchased Assets.

Purchased Assets. The assets, properties and rights to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include mean the ---------------- following rights, properties, assets, properties claims, and rights contracts (but only, in the case of each the contracts, if the liabilities associated with such assets or under such contracts are assumed by the Buyer in accordance with the provisions of Article III hereof) of the Seller relating to the extent such assets are owned by such Seller: Business: (a) all fixed and intangible assets that are reflected on the licenses and authorizations issued by the Federal Communications Commission pro forma balance sheet of SBD dated --- ----- as of June 27, 1996 (the "FCCBase Date"), including (i) FCC licenses and authorizations, a copy of which is attached hereto as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area Schedule 2 (the "CELLULAR AUTHORIZATIONSBase Balance Sheet"); (b) such items of capital equipment owned by SBD as are listed in Schedule 3 hereto, and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permitsother assets, if anytangible or intangible, that as SBD shall have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system acquired in the Cellular Area (ordinary course of business between the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations Base Date and the Microwave AuthorizationsClosing Date (collectively, the "FCC AUTHORIZATIONSSBD Assets"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"); ; (c) each Seller's rightthe Assigned Contracts, title subject to receipt by SBD of all third-party consents and interest in and to the towersapprovals required therefor; (d) computer hardware, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, other office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery assets owned by SBCL and tangible personal property used primarily by or for the benefit of SBD in the Seller BusinessBusiness as of the Base Date, including such as are listed on SCHEDULE 2.01(c) attached hereto; in Schedule 4 hereto (d) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in collectively, the Seller Business including those set forth on SCHEDULE 2.01(d"SBCL Assets"), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; ; (e) all books and records currently in the possession or under the control of each Seller's right, title and interest the Seller relating exclusively to the engineering records, files (including customer information research and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in development activities conducted by the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided in connection with the originals thereof; Business; and (f) all of each Seller's rightthe Trademark Use Application filed by SmithKline Xxxxxxx Corporation and any trademark registered pursuant thereto, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the xxxx "Exigent Diagnostics"; provided, however, -------- ------- that the Purchased Assets shall not include any Excluded Assets (whether registered or unregisteredas defined in Section 2.3 hereof), all of which are used primarily in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f); and (j) subject to Article XII, all rights and claims under insurance policies with respect to the Purchased Assets.

Purchased Assets. The assets, properties Subject to the terms and rights to be conveyed to Purchaser shall be as conditions set forth in SECTIONS 2.01(a) through 2.01(j) hereto this Agreement, at the Closing, the Seller shall sell, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, acquire and take assignment and delivery of, the following assets of the Seller used in or relating to the business of Seller, with the exception of the Excluded Assets (as defined in Section 1.03, with all of such assets described in this Section 1.02 hereinafter referred to collectively as the "PURCHASED ASSETSPurchased Assets"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller:): (a) the licenses testing equipment, computers, motor vehicles, furniture and authorizations issued furnishings and equipment owned by the Federal Communications Commission Seller all of which are listed in Schedule 1.02 (the "FCC"), including a) (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizationscollectively, the "FCC AUTHORIZATIONSEquipment"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all of the Seller's title to, interest in and rights under any real and personal property lease relating to the business of Seller to which the Seller is currently a party, to the extent such leases are assignable (ithe "Real and Personal Property Leases") all Contracts between each Seller and subscribers that of which are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that in Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"1.02(b); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached heretogoodwill; (d) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances theretocustomer lists; (e) all of each the Seller's right, title rights (and interest to obligations) under the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier listscontracts listed on Schedule 1.02(e) and plans all of the Seller's rights and processes used primarily in obligations under the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with Real Property Lease (the originals thereof"Assumed Obligations"); (f) all of each the Seller's righttrade non-Medicare/Medicaid accounts receivables (billed and unbilled) that have been created since September 10, title 1999, the date of the Management Agreement (the "MA") between the Buyer and interest in and the Seller, which as of the date of this Agreement is equal to $826,120.20. (g) the Seller's collections from Seller's Medicare/Medicaid accounts receivable (billed or and unbilled)) that have been created since September 10, prepaid assets1999, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregistered), all of which are used primarily in the operation date of the Seller Business; (g) to the extent assignableMA, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation which as of the date of this Agreement is equal to $667,937.80. The Parties agree that the collections will be deposited initially into an Account owned by the Seller Business;and then will be transferred to an account controlled by Buyer within 24 hours of receipt by Seller. (h) all computer software owned or licensed by each Seller (including of the Seller's rights with respect to a certain Non-Compete Agreement between the Shareholder, Xxxx Xxxxxx, Xxxxxx Xxxxx, any and all related documentation) other employees, and used primarily in the Seller Business;Seller. (i) all of the sellers rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f); and (j) subject to Article XII, all rights and claims under insurance policies with respect to the Purchased Assetssecurity and other deposits.

Purchased Assets. The All right, title and interest of Seller in those certain assets, rights and properties of the Seller which are used in the Seller's confections operations and attached hereto, including: (a) All of Seller's ownership interest, evidenced by Notarial Deeds, of Fleer GmbH; (b) All of Seller's ownership interest in Fleer Espanola, SA and Dr. Torrents, SA, being a fifty (50%) percent interest in each corporation or, to the extent such ownership interest is required to be sold to the other shareholders in Fleer Espanola, SA or Dr. Torrents, SA, pursuant to the By-Laws of Fleer Espanola, SA or Dr. Torrents, SA, any and all proceeds from such sale thereof as determined under said By-Laws; (c) All of the fixed assets owned by Seller and used in connection with the Confection Operations, including, without limitation, machinery, equipment, computer equipment and hardware, furniture, fixtures, leasehold improvements, office furnishings, telephone systems, office supplies and other equipment wherever located (collectively, the "Fixed Assets") as specifically set forth in this Schedule 1.1; (d) All tradenames, tradename rights, trademarks (including registrations and applications therefor), trademark rights, logos, trade dress, and goodwill associated therewith, of Seller and Xxxxx X. Xxxxx Corp. (collectively, the "Trademarks") as specifically set forth on this Schedule 1.1; (e) All unexpired leases of the Confection Operations, including equipment leases and any rights to occupy real property, which Buyer shall have assumed in accordance with the applicable provisions of the Bankruptcy Code and thereupon assigned to Buyer pursuant to this Agreement, (collectively, the "Assumed Leases") as specifically set forth on this Schedule 1.1; (f) All of the accounts, royalties and trade receivables of the Confection Operations, outstanding as of the Closing Date, excluding any intercompany or related company accounts (collectively, the "Accounts Receivable"), accounts receivable as of February 28, 1998, are set forth on this Schedule 1.1; (g) All inventory owned by Seller in connection with, or used to operate, the Confection Operations, including goods, finished goods, raw materials, packaging, supplies and personal property, wherever located on the Closing Date (collectively, the "Inventory"), the types of Inventory as of February 28, 1998 are set forth on this Schedule 1.1; (h) All technology, know-how, processes, projects in development, product formulations, lists of materials and suppliers, manufacturing methods and procedures, quality control standards and methods, computer software modifications, source codes, enhancements and derivative works, intellectual property rights, patents, patent applications, patent rights, inventions (whether or not patentable), trade secrets, copyrights (including registrations and applications therefor) and other proprietary information of the Confection Operations which can readily be conveyed expressed in written documents (collectively, the "Technical Information"); (i) All books and records, files, documentation, correspondence, customer lists, all advertising, packaging and promotional materials, business records, financial, tax, manufacturing and purchase records, customers and suppliers lists, repair and warranty records, manuals, literature, production and inventory records, sales records, programs and software related to Purchaser the Confection Operations, documents relating to the ownership, use, maintenance, or repair of any of the Purchased Assets, cost records, inventory records, and copies of all financial, tax, and other books and records that Buyer, in its good faith judgment, determines to be necessary for the operation of the Confection Operations by Buyer after the Closing Date; (j) All executory oral or written contracts and agreements, including all of Seller's contract rights with respect to the Purchased Assets, sales and purchase orders, and purchased product service and warranty agreements, all of which Seller shall be have assumed in accordance with the applicable provisions of the Bankruptcy Code and thereupon assigned to Buyer pursuant to this Agreement, (collectively, the "Assumed Contracts") as specifically set forth on this Schedule 1.1; (k) Whatever rights, title and interest Seller has in any licenses, certificates, permits, computer software and programs including source codes (subject to the rights of third party licensors) and 800 telephone numbers relating to the Confection Operations to the extent the same are transferable; (l) All advertising and promotional programs relating to the Confection Operations as in effect on the Closing Date; (m) All goodwill and other intangible property of the Confection Operations; (n) All other assets, including prepaid expenses and other assets, as set forth in SECTIONS 2.01(aon the February 28, 1998 balance sheet (attached to the Agreement as Exhibit 2.3(d)) through 2.01(j) hereto (and/or the "PURCHASED ASSETS")Closing Date Balance Sheet of the Confection Operations. The Purchased Assets shall include the following All other assets, properties and rights of each Seller to the extent such assets which are owned not specifically set forth in this Schedule 1.1 as Purchased Assets shall be retained by such Seller: (a) the licenses Seller and authorizations issued by the Federal Communications Commission not transferred hereunder (the "FCCExcluded Assets"), including (i) FCC licenses and authorizationsincluding, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizationsbut not limited to, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached hereto; (d) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all of each Seller's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregistered), all of which are used primarily in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f); and (j) subject to Article XII, all rights and claims under insurance policies with respect to the Purchased Assets.following:

Purchased Assets. The assetsAt Closing, properties Buyer shall purchase and rights Seller shall sell, transfer, assign and deliver to be conveyed to Purchaser shall be as Buyer for the consideration and upon the terms and conditions hereinafter set forth in SECTIONS 2.01(a) through 2.01(j) hereto forth, all assets of the Business, (the "PURCHASED ASSETS")) not otherwise expressly excluded pursuant to Section 1.2 of this Agreement. The Purchased Assets shall include include, but not be limited to, the following assets, properties and rights of each Seller to the extent such assets are owned by such Sellerfollowing: (a) Those contracts and agreements with customers, suppliers and lessors of the licenses Business and authorizations issued by the Federal Communications Commission other third parties listed on Schedule 1.1(a) attached hereto (the "FCCCONTRACTS"), including (i) FCC licenses and authorizations, as well as licenses and authorizations all of any state body having jurisdiction over Seller's rights under the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached heretoContracts; (b) All products that are in all rights under respects ready for distribution and sale, with the exception of final packaging for shipment (the "Finished Goods Inventories") of the Business that meet all of the following criteria: (i) all Contracts between each Seller and subscribers that are related primarily have been produced in the eighteen months prior to the Seller Business, Closing Date; (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, are packaged in the most current packaging for such product; and (iii) are the current formulation for such product; plus all Contracts raw materials, work-in-progress, samples, supplies and packaging related to the product lines included in such Finished Goods Inventory (the "Primary Inventory"); provided, however, that the Primary Inventory does not include any Finished Goods Inventories that are not required in greater quantities of each such Product than can reasonably be expected to be listed on that Schedule solely because they involve dollar amounts that are below sold within the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the six month period commencing on the date hereof and ending on following the Closing Date which Purchaser agrees based on the sales of such product in the six month period immediately prior to assume the date of this Agreement plus 10% of such six-month sales, including all raw materials, work-in-progress, samples, supplies and packaging related to such Finished Goods Inventories; (c) All other inventories of the Business not included within the definition set forth in accordance with clause Section 1.1(b) above (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTSSecondary Inventory"); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached hereto; (d) All customer files and all interests records of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances theretoBusiness; (e) All trademarks, trade names, trade styles and logos (and all of each Seller's right, title and interest to the engineering records, files (including customer information and recordsgoodwill associated therewith), dataregistered or unregistered, drawingsand all applications and registrations therefor, blueprints, books including without limitation those listed on Schedule 1(e) hereto and all claims or causes of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in action of Seller against third parties relating to any of the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereofforegoing; (f) all of each All outstanding and uncollected accounts and notes receivable listed on Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits Aged Receivables Report attached hereto as Schedule 1.1(f)(i) (the "DEPOSITSACCOUNTS RECEIVABLE"), copyrights relating to ; but the Purchased Assets Accounts Receivable do not include those accounts described on Schedule 1.1(f) (whether registered or unregisteredii) attached hereto (the "Excluded Accounts Receivable"), all of which are used primarily in the operation of the Seller Business; (g) to All fixed assets and leasehold improvements (the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights"FIXED ASSETS"), including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent those listed on Schedule 2.02(f1.1(g); and (jh) subject to Article XIIAll of Seller's trade secrets, all rights and claims under insurance policies with respect including but not limited to the Purchased Assetsrights to the formulas to the Products. EXCEPT AS SPECIFICALLY PROVIDED IN ARTICLE III, SELLER IS SELLING THE PURCHASED ASSETS TO BUYER IN AS IS, WHERE IS CONDITION. ALL WARRANTIES, EXPRESS OR IMPLIED WITH RESPECT TO THE PURCHASED ASSETS AND THE BUSINESS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE EXPRESSLY DISCLAIMED.

Purchased Assets. The assets, properties and rights to be conveyed to Purchaser shall be Except as expressly set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller: (a) the licenses and authorizations issued by the Federal Communications Commission (the "FCC"Section 4.8(h), including (i) FCC licenses the Sellers are, collectively, the exclusive legal and authorizationsequitable owners, as well as licenses in their sole name and authorizations of any state body having jurisdiction over the Seller Businessstead, to constructwith good and marketable title to, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizationsunconditional right to use, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached hereto; (d) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all of each Seller's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregisteredreal and personal, tangible and intangible), and at the Closing will have the right, subject to obtaining any applicable Consents, to convey and transfer to the Purchaser, all of which are used primarily the Purchased Assets free and clear of all Encumbrances, except for Encumbrances disclosed in the operation Schedule 4.19 ("PERMITTED ENCUMBRANCES"). All of the Seller Business; (g) to tangible Purchased Assets and the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned assets leased or licensed by each Seller (including all related documentation) under Contracts which will be Purchased Assets have been maintained in accordance with normal industry practice, are in good operating condition and used primarily in repair, reasonable wear and tear excepted, and are adequate for the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the purposes for which they presently are being used. The Purchased Assets, except taken together, include all properties, assets, Contracts and rights which are being used in or are necessary for the conduct of the Businesses as currently conducted and, in the case of ACLP, to own the GSE Mortgage Loans, other than any Permits to be obtained by Purchaser. Except with respect to the extent listed on GSE Mortgage Loans and the TIAA Loans (as to which Fannxx Xxx, Xxedxxx Xxx and TIAA, respectively, have the rights described in Section 4.8) or as disclosed in Schedule 2.02(f4.19, there does not exist any right, option or agreement granting any Person the right to purchase or otherwise acquire the Businesses or any Purchased Asset. Other than the Transferred Leases and equipment leases described in Schedule 2.1(a)(v) or 2.1(a)(xvi); and (j) subject to Article XII, all rights and claims under insurance policies there are no leases with respect to the Purchased Assets, and all Purchased Assets not covered by such leases (other than Third Party Software) are owned by the Sellers or their Subsidiaries.

Purchased Assets. The assetsFor the consideration hereinafter provided, properties and rights subject to be conveyed the terms and provisions of this Agreement, Sellers agree to (and do hereby as of the Closing (as hereinafter defined)) sell, convey, transfer, assign and deliver to Purchaser shall be on the Closing Date (as set forth hereinafter defined) all of their respective rights in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include and to the following assets, properties and rights of each assets used or held for use by such Seller in connection with the Business to the extent such assets rights therein and thereto as of the Closing Date are owned by such Seller:transferable (collectively, the "Assets"): (a1) all fixtures, furniture, apparatus, instruments, equipment, customer lists, customer rate books, accounts, "title certificates," driver qualification files, supplies, offices, terminals and all other business property located at those terminal locations specified on Exhibit "A" hereto and all "agency offices" used in connection therewith; provided, however, that the Assets shall not include any fixtures, furniture, apparatus, instruments, equipment, supplies, offices or other personal property located at Morgan's headquarters in Elkhart, Indiana; (0) xx the extent assignable, all authorizations, permits, "license plates," truck "legalization" and other licenses necessary to own and authorizations issued operate the Business and its facilities; (3) all contractual rights, including, without limitation, all leases and/or independent contractor and/or driver agreements for trucks, "toters" or other vehicles (including, without limitation those agreements that Morgan has negotiated to obtain from Weststar Systems, Inc., xxxough its agreement with Kermit Wolff ("Wolff")), all agency and contractor agreemexxx, xxxxxxal xxxxxments, all customer contracts and agreements, all other written agreements, guarantees and warranties, and all applicable supply and service agreements, all of which are specifically set forth in Exhibit "B" (collectively, the "Assigned Agreements"); provided, however, that the Assigned Agreements shall specifically exclude all contracts, leases and agreements with those owner/operators who have transferred to Bennett prior to the execution of this Agreement; (4) telephone numbers and telephone book "listings" for all locations except the Elkhart, Indiana headquarters; and all books, records and documents required or incident to the operation of the business, including without limitation, all driver qualification files, personnel files, equipment inspection files, and operations files; provided, however, that Sellers shall retain all of Seller's financial business records; (5) that certain Employment Agreement by the Federal Communications Commission and between Wolff and Morgan (the "FCC"), including (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTSWolff Agreement"); (c0) each Seller's rightxxe specific vehxxxxx (all of xxxxh currently must be under an "active" lease), title and interest vehicle titles and/or vehicle financing contracts with owner/operators set forth in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached heretoExhibit "C"; (d7) all interests the bond accounts for those drivers and/or owner/operators who transferred to Bennett both before and after the execution of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d)this Agreemexx (xxllectively, together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all of each Seller's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITSBond Accounts"), copyrights relating it being understood that the Bond Accounts are an integral part of, and are maintained pursuant to, those driver and/or owner/operator contracts, leases and agreements described in subsection (3) above. From and after the Closing Date, Bennett will assume and will be responsible for the Bond Acxxxxxx for those drivers and/or owner/operators who transferred to Bennett both before and after the Purchased Assets (whether registered or unregistered)execution of this Agreement, all subjecx to Section 2(b) hereof. Morgan will prepare and deliver to Bennett within 45 days xxxxxwing the Closing Date a finax xxxxement of the balance in each Bond Account, the aggregate of which are used primarily is referred to herein as the "Aggregate Bond Account Balance". In consideration of Bennett assuming the Bond Accounts, the Purchase Price will be reducex by the Aggregate Bond Account Balance by deducting the Aggregate Bond Account Balance from the payments due Morgan as set forth in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f)Section 2 hereof; and (j0) subject to Article XII, the name and trademark "Transamerica" and all rights and claims under insurance policies with respect to the Purchased Assetsof Sellers incident thereto.

Purchased Assets. The assets, properties and rights to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller: (a) the FCC licenses and authorizations issued by the Federal Communications Commission (the "FCC")authorizations, including (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area Areas (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers Seller with respect to construction of a cellular telecommunications system in the Cellular Area Areas (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached hereto; (d) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all of each Seller's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregistered), all of which are used primarily in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f); and (j) subject to Article XII, all rights and claims under insurance policies with respect to the Purchased Assets.

Purchased Assets. The assets, properties and rights to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller: (a) the licenses and authorizations issued by the Federal Communications Commission (the "FCC"), including (i) FCC licenses Upon the terms and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily subject to the Seller Businessconditions contained herein, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees (subject to assume in accordance with clause (ii) Section 2.8 hereof), the Sellers will, or will cause their Subsidiaries to, as the case may be, sell, convey, transfer, assign and deliver to the Buyer and/or one or more of Article IIIits Designees, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively the Buyer will, or will cause one or more of its Designees to, as the "ASSUMED CONTRACTS"); (c) each Seller's case may be, purchase and acquire from the Sellers or their Subsidiaries, as the case may be, all of the legal and beneficial right, title and interest of the Sellers and their Subsidiaries, as the case may be, in and to the towersall of their respective properties, tower equipmentassets, antennas, switching Contracts and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property rights used primarily in the Seller BusinessBusiness of whatever kind or nature, whether real or personal, tangible or intangible, wherever located, including those assets specified on Schedule 2.1(a)(i) (the "Purchased Assets") free and clear of all Liens except Permitted Liens; provided, that (A) the Purchased Assets shall not include any properties, assets, Contracts or rights which Parent notifies Exodus at least five (5) Business Days prior to the Closing Date or, to the extent not transferred on the Closing Date at least five (5) Business Days prior to the Subsequent Transfer Date, shall not constitute Purchased Assets (it being understood that there shall be no adjustment to the Cash Consideration as a result of any exclusion of properties, assets, Contracts or rights specified in any such as are listed on SCHEDULE 2.01(cnotice), (B) attached hereto;with respect to equipment subject to Scheduled Financing Leases, the Purchased Assets shall include only that equipment subject to Selected Financing Leases, and not the underlying leases, selected in accordance with Section 2.1(a)(ii), (C) with respect to Scheduled Operating Leases, the Purchased Assets shall include only the Selected Operating Leases determined in accordance with Section 2.1(a)(iii), and (D) with respect to the Scheduled Contracts, the Purchased Assets shall include only those Contracts selected in accordance with Section 2.3. (dii) all interests Exodus shall use commercially reasonable efforts to deliver to Parent, on or before December 13, 2001, Part I of each Seller in all those certain lots and pieces Schedule 2.1(a)(ii), and, on or before January 3, 2002, Part II of real property that are owned by or leased to such Seller that are used primarily Schedule 2.1(a)(ii), which Schedule shall set forth a list of equipment leases which in the good faith judgment of Exodus constitute Financing Leases pursuant to which Exodus or another Seller Business including those leases equipment used in the Business. Part I of Schedule 2.1(a)(ii), when delivered, will specify Financing Leases relating to equipment as to which there were at least $115,000,000 in aggregate remaining capital lease obligations as of September 30, 2001 (the "Primary Scheduled Financing Leases") and Part II of Schedule 2.1(a)(ii), when delivered, will specify Financing Leases relating to additional equipment as to which there were at least $140,000,000 (when combined with Financing Leases set forth on SCHEDULE 2.01(dPart I of Schedule 2.1(a)(ii)) in remaining capital lease obligations as of September 30, 2001 (the "Secondary Scheduled Financing Leases" and, together with the buildingsPrimary Scheduled Financing Leases, structuresthe "Scheduled Financing Leases"). Appropriate notice of the Sale and Motions, facilities along with a copy of the Bidding Procedures Order and other improvements erected thereonthis Agreement, including Part I or Part II of Schedule 2.1(a)(ii), as applicable, shall be served by Exodus promptly after each Part is delivered to Parent, on each counterparty to each Financing Lease listed in each such Part. Part I and Part II of Schedule 2.1(a)(ii), when delivered, will, with respect to each Financing Lease listed therein, specify in reasonable detail, each supplement or amendment related thereto, and together the individual items of equipment and lessors covered thereby, and such other identifying information required to provide adequate notice to the counterparties as required by the Bankruptcy Code and the Bankruptcy Rules, and the location (by Internet data center or office, as the case may be) of each such item of equipment currently in use or operation by the Sellers or any of their customers. Exodus shall use commercially reasonable efforts to include in Part II of such Schedule the location of each such item of equipment that is not currently in use or operation. On or before the seventh Business Day prior to the date of the Primary Sale Hearing or the Secondary Sale Hearing, as the case may be, Parent and the Buyer will notify Exodus, in accordance with the terms of this Agreement, of the equipment listed in Part I or Part II of Schedule 2.1(a)(ii), as the case may be, which the Buyer elects to acquire and, promptly after receipt of such notice, Exodus shall provide notice of Buyer's election by overnight mail or facsimile to each relevant counterparty. Such equipment, and not the underlying lease, shall thereafter constitute Purchased Assets for all easementspurposes of this Agreement. There shall be no adjustment to the Cash Consideration as a result of the identification of equipment to be acquired by the Buyer or its Designees pursuant to this Section 2.1(a)(ii) unless the equipment identified by Parent and the Buyer was, rightsas of September 30, 2001, subject to aggregate remaining capitalized lease obligations in excess of $50,000,000, in which event the Cash Consideration shall be increased by an amount equal to such excess (which excess, or applicable portion thereof, shall be paid at the Closing and/or the Subsequent Transfer as appropriate to reflect the equipment transferred at the Closing and/or the Subsequent Transfer). In the event that it is determined that a Scheduled Financing Lease relating to equipment selected by Parent or the Buyer pursuant to this Section 2.1(a)(ii) constitutes a Non-of-way Conforming Lease, Parent and other appurtenances thereto;Exodus shall use commercially reasonable efforts to replace such equipment with alternative equipment (whether owned by the Sellers or subject to another Scheduled Financing Lease); provided that such equipment must be reasonably satisfactory to Parent and the Buyer. (eiii) all Exodus shall use commercially reasonable efforts to deliver to Parent, on or before December 13, 2001, Part I of each Seller's rightSchedule 2.1(a)(iii) and, title and interest to the engineering recordson or before January 3, files (including customer information and records2002, Part II of Schedule 2.1(a)(iii), data, drawings, blueprints, books which Schedule shall set forth a list of account, schematics, maps, reports, lists (including customer equipment leases that do not constitute Financing Leases and supplier lists) and plans and processes pursuant to which Exodus or another Seller leases equipment used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all . Part I of each Seller's right, title and interest in and to the accounts receivable (billed or unbilledSchedule 2.1(a)(iii), prepaid assetswhen delivered, security deposits will specify equipment leases with aggregate lease payments remaining after September 30, 2001 of at least $21,400,000 (the "DEPOSITSPrimary Scheduled Operating Leases") and Part II of Schedule 2.1(a)(iii), when delivered, will specify additional equipment leases with aggregate lease payments remaining after September 30, 2001 of at least $25,700,000 (when combined with equipment leases set forth on Part I of Schedule 2.1(a)(iii)) (the "Secondary Scheduled Operating Leases" and, together with the Primary Scheduled Operating Leases, the "Scheduled Operating Leases"). Appropriate notice of the Sale and Motions, copyrights relating to along with a copy of the Purchased Assets (whether registered Bidding Procedures Order and this Agreement, including Part I or unregisteredPart II of Schedule 2.1(a)(iii), all as applicable, shall be served on each counterparty to each Scheduled Operating Lease listed in each such Part. Part I and Part II of which are used primarily in the operation of the Seller Business; (g) to the extent assignableSchedule 2.1(a)(iii), all licenseswhen delivered, certificates of occupancywill, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f); and (j) subject to Article XII, all rights and claims under insurance policies with respect to each Scheduled Operating Lease listed therein, specify in reasonable detail, each supplement or amendment related thereto, and the Purchased Assetsindividual items of leased equipment and lessors covered thereby, and such other identifying information required to provide adequate notice to the counterparties as required by the Bankruptcy Code and Bankruptcy Rules, and the location (by Internet data center or office, as the case may be) of each such item of leased equipment currently in use or operation by the Sellers or any of their customers, as well as (y) Exodus's good faith estimate of the amounts necessary to "cure" (within the meaning of Section 365(b)(1) of the Bankruptcy Code) any "defaults" (within the meaning of Section 365(b) of the Bankruptcy Code) applicable to any such Scheduled Operating Lease and any supplement, purchase order, schedule, appendix or amendment thereto that constitutes a separate executory contract for purposes of Section 365 of the Bankruptcy Code (the cure amount so specified with respect to any Scheduled Operating Lease or any supplement, purchase order, schedule, appendix or amendment thereto, the "Agreed Operating Lease Cure Amount"). Exodus shall use commercially reasonable efforts to include in Part II of such Schedule the location of each such item of equipment that is not currently in use or operation. On or before the seventh Business Day prior to the date of the Primary Sale Hearing or the Secondary Sale Hearing, as the case may be, Parent and the Buyer will notify Exodus, in accordance with the terms of this Agreement, of the equipment leased to the Sellers pursuant to particular Scheduled Operating Leases (or associated supplements, purchase orders, schedules, appendices or amendments) listed in Part I of Schedule 2.1(a)(iii) (the "Primary Selected Operating Leases") or Part II of Schedule 2.1(a)(iii) (the "Secondary Selected Operating Leases" and, together with the Primary Selected Operating Leases, the "Selected Operating Leases") which Parent and the Buyer elect (x) to have the Sellers assume and assign to the Buyer or its Designee pursuant to Section 365 of the Bankruptcy Code or (y) if not capable of being assumed and assigned pursuant to clause (x) for any reason, to have the Sellers assign to the Buyer or its Designee as required by, and in the manner set forth in, Section 7.3(f). Promptly after receipt of such election, Exodus shall provide notice of Buyer's election by overnight mail or facsimile to the relevant lessors. (iv) To the extent Parent or the Buyer has consented to the rejection by any Seller of a Scheduled Financing Lease or a Scheduled Operating Lease pursuant to Section 6.9 of this Agreement, then the references to aggregate remaining capital lease obligations of $115,000,000 and $140,000,000 and to aggregate remaining operating lease payments of $21,400,000 and $25,700,000 in Sections 2.1(a)(ii) and 2.1(a)(iii), respectively, shall be adjusted accordingly.

Purchased Assets. The assets, properties Subject to and rights to be conveyed to Purchaser shall be as upon the terms and conditions set forth in SECTIONS 2.01(aherein, Horizon agrees to sell to Sprint, and Sprint agrees to purchase from Horizon, at the Closing (as defined below) through 2.01(j) hereto the following assets (collectively, the "PURCHASED ASSETSPurchased Assets"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller:): (a) All of the licenses economic and authorizations issued by other interests and rights with respect to the Federal Communications Commission subscribers of Horizon within the nTelos Service Area as of the Closing except for subscribers located in the Customer Service Areas listed on Schedule 1.1(a) attached hereto (collectively, the "Subscribers"), including, without limitation, all of Horizon's rights under all outstanding subscriber contracts (the "FCC"), including (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONSSubscriber Contracts") and certain microwave paths used in connection with such cellular operations (for the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached heretoSubscribers; (b) all rights under (i) all Contracts between each Seller and subscribers that are All of Horizon's interest, if any, in customer records related primarily to the Seller BusinessSubscribers; (c) Any interest of Horizon in the NPA-NXXs associated directly with the nTelos Service Area, including, without limitation, any unused NPA-NXX blocks; (iid) all Contracts listed Any security deposits made by Subscribers and held by Horizon and any prepayments made by Subscribers and held by Horizon for services rendered or to be rendered on SCHEDULE 7.06(aor after the Effective Date; (e) All of Horizon's rights as lessee under the lease agreements related to Horizon's seven retail stores in the nTelos Service Area (the "Retail Stores"), as identified on Schedule 1.1(e) attached heretohereto (collectively, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTSAssigned Leases"); (cf) each SellerAll of Horizon's right, title and interest (whether an ownership interest, leasehold interest, as licensee or otherwise) in and to the towersall furniture, tower fixtures, equipment, antennasfurnishings and leasehold improvements located within the Retail Stores as of the Closing, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed identified on SCHEDULE 2.01(c) attached heretoSchedule 1.1(f); (dg) all interests All of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all of each SellerHorizon's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered an ownership interest, leasehold interest, as licensee or unregistered), all of which are used primarily otherwise) in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) the data-related equipment which is owned by Horizon and which resides at the nTelos switches located in the nTelos Service Area, and (ii) the signal repeaters owned by Horizon and which reside at certain Radio Shack locations in the nTelos Service Area, all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed as identified on Schedule 2.02(f1.1(g); and (jh) subject to Article XII, all rights All handset and claims under insurance policies with respect to accessory inventory within the Purchased AssetsRetail Stores as of the Closing (the "Inventory").

Purchased Assets. The assets, properties and rights to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller: (a) the licenses and authorizations issued by the Federal Communications Commission (the "FCC"), including (i) FCC licenses Upon the terms and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily subject to the Seller Businessconditions contained herein, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees (subject to assume in accordance with clause (ii) Section 2.8, Section 2.10 and Section 6.25 hereof), the Sellers will, or will cause their Subsidiaries to, as the case may be, sell, convey, transfer, assign and deliver to the Buyer and/or one or more of Article IIIits Designees, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively the Buyer will, or will cause one or more of its Designees to, as the "ASSUMED CONTRACTS"); (c) each Seller's case may be, purchase and acquire from the Sellers or their Subsidiaries, as the case may be, all of the legal and beneficial right, title and interest of the Sellers and their Subsidiaries, as the case may be, in and to the towersall of their respective properties, tower equipmentassets, antennas, switching Contracts and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property rights used primarily in the Seller BusinessBusiness of whatever kind or nature, whether real or personal, tangible or intangible, wherever located, including such as are listed those assets specified on SCHEDULE 2.01(c) attached hereto;Schedule 2.1 (da) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (ei) all of each Seller's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITSPurchased Assets")) free and clear of all Liens except Permitted Liens; provided, copyrights relating to that (A) the Purchased Assets shall not include any properties, assets, Contracts or rights which Parent notifies Exodus at least five (whether registered or unregistered)5) Business Days prior to the Closing Date or, all of which are used primarily in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in not transferred on the operation of the Seller Business; Closing Date at least five (h5) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily Business Days prior to the Seller BusinessSubsequent Transfer Date, including all rights under express or implied warranties relating shall not constitute Purchased Assets (it being understood that there shall be no adjustment to the Cash Consideration as a result of any exclusion of properties, assets, Contracts or rights specified in any such notice), (B) with respect to equipment subject to Scheduled Financing Leases and Scheduled Operating Leases, the Purchased Assets, except Assets shall include that equipment to be transferred to the extent listed on Schedule 2.02(fBuyer or its Designee from time to time in accordance with Section 2.10(a) or Section 2.10(c)(i) but shall not include the underlying leases, (C) with respect to Scheduled Operating Leases, the Purchased Assets shall include only the Selected Operating Leases determined in accordance with Section 2.10(c)(iii); and , and (jD) subject to Article XII, all rights and claims under insurance policies with respect to the Scheduled Contracts, the Purchased AssetsAssets shall include only those Contracts selected in accordance with Section 2.3.

Purchased Assets. The Subject to the terms and conditions of this Agreement, on the Closing Date and at the Closing, Seller shall, and shall cause the other Seller Entities to, sell, assign, transfer and convey to Purchaser or one or more of its Affiliates, and Purchaser or one or more of its Affiliates shall purchase, acquire and accept from the Seller Entities, in each case free and clear of all Liens (other than Permitted Liens), all of the Seller Entities’ right, title and interest as of the Closing in and to any assets, properties and rights Related to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto the Business, other than the Excluded Assets (the "PURCHASED ASSETS"“Purchased Assets”). The In furtherance of the foregoing, the Purchased Assets shall include all right, title and interest of the following assetsSeller Entities in, properties to and rights of each Seller to the extent such assets are owned by such Sellerunder: (a) One hundred percent (100%) of the licenses and authorizations issued by the Federal Communications Commission equity interests (the "FCC"“Purchased Company Shares”) in the entities listed on Section 2.4(a) of the Seller Disclosure Schedules (each, a “Purchased Company,” and, collectively, the “Purchased Companies”); (b) Subject to Section 2.11(d), (i) each Contract, including the Contracts set forth on Section 2.4(b)(i) of the Seller Disclosure Schedules, exclusively related to the Business, (ii) those portions of any Shared Contracts (as defined below), including the Contracts set forth on Section 2.4(b)(ii) of the Seller Disclosure Schedules, that relate exclusively to the Business, (iii) any Contract executed after the date of this Agreement and prior to the Closing that is exclusively related to the Business and (iv) those portions of any Shared Contracts executed after the date of this Agreement and prior to the Closing that relate exclusively to the Business (collectively, such Contracts or portion of such Contracts referred to in clauses (i) through (iv), the “Business Contracts”); provided, that Seller may update Section 2.4(b)(i) of the Seller Disclosure Schedules no later than three (3) Business Days prior to the Closing Date solely to account for Business Contracts that were entered into or that have terminated in accordance with their terms and the provisions of Section 5.2 after the date of this Agreement and prior to the Closing Date; (c) (i) The owned real property listed in Section 2.4(c)(i) of the Seller Disclosure Schedules (together with all buildings, fixtures and improvements erected thereon and all easements and other rights and interests appurtenant thereto, the “Owned Real Property”) and (ii) the real property leases, subleases, licenses, sublicenses or other occupancy agreements from a third party to any Seller Entity as lessee listed on Section 2.4(c)(ii) of the Seller Disclosure Schedules (such leases, the “Real Property Leases” and such leased real property, the “Transferred Leased Property”); (d) The Business Owned Intellectual Property, including (i) FCC licenses all rights to xxx or recover and authorizationsretain damages, as well as licenses costs and authorizations attorney’s fees for past, present and future infringement, misappropriation or other violation of the any state body having jurisdiction over of the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") foregoing and (ii) construction permitsand the goodwill of the Business appurtenant to any Marks included in the Business Intellectual Property. (e) All Commercial Data to the extent Related to the Business, solely (i) to the extent and in the form such copies can be provided in compliance with applicable Law, any privacy policies of Seller and any applicable contractual restrictions and (ii) to the extent that such Commercial Data can be segregated from any other Commercial Data of Seller (including Commercial Data primarily related to the Other Seller Business) (the “Transferred Commercial Data”); (f) The Conveyed Technology, provided that Seller shall only be obligated to provide one copy of such Conveyed Technology to Purchaser; (g) (i) (A) Any and all Tangible Personal Property Located at the Owned Real Property or the Transferred Leased Property and (B) any and all Tangible Personal Property to the extent exclusively Related to the Business, in each case except for the Tangible Personal Property listed in Section 2.4(g)(i) of the Seller Disclosure Schedules; and (ii) the Tangible Personal Property listed in Section 2.4(g)(ii) of the Seller Disclosure Schedules; provided, that the Seller Entities may update Section 2.4(g) of the Seller Disclosure Schedules no later than three (3) Business Days prior to the Closing Date solely to account for Tangible Personal Property that has been replaced in the ordinary course and in accordance with the provisions of Section 5.2 after the date of this Agreement and prior to the Closing Date; (h) Any and all Information Technology Related to the Business and Located at the Owned Real Property or the Transferred Leased Property, except for the Information Technology listed in Section 2.4(h) of the Seller Disclosure Schedules (collectively, the “Business Information Technology”); (i) Any and all raw materials, packaging or other materials, stores, work-in-process, finished goods, supplies, goods in transit, models, prototypes and other inventories that are owned by the Seller Entities, wherever located, in each case, Related to the Business, including any such raw materials, work-in-process, finished goods, supplies and other inventories being held by (i) customers of the Business pursuant to consignment arrangements or (ii) suppliers of the Business under tolling arrangements and including the Specified Inventory (as defined in the Seller Disclosure Schedules) (collectively, the “Inventory”); (j) The sandwiching equipment (including creme making equipment), tray packing equipment and palletizer that is part of Line 4 located at Seller’s facilities in Grand Rapids, Michigan (collectively, the “Transition Product Assets”); provided, that the delivery and removal of the Transition Product Assets may be delayed up to the two (2) years after the Closing Date in accordance with the provisions of Section 5.18(a); (k) Any and all goodwill, if any, that have been issued by to the FCC extent Related to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached heretoBusiness or any Purchased Assets; (bl) all rights under (i) all Contracts between each Seller and subscribers that are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant Subject to Section 18.01(c) 2.11, the Business Permits and Environmental Permits (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"“Transferred Permits”); (cm) Subject to Section 2.5(u), any and all rights, claims, credits, causes of action, defenses and rights of offset or counterclaim (in each Seller's rightcase, title and interest in and any manner arising or existing, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent) or settlement agreements, in each case, Related to the towersBusiness (including under the Business Contracts), tower equipmentincluding all rights and claims under any and all warranties, antennasindemnities, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements further assurance and other equipmentsimilar covenants extended by suppliers, machinery vendors, lessors, contractors, manufacturers and tangible personal property used primarily licensors in favor of a Seller Entity, a Purchased Company or any of their respective Affiliates, in each case that are Related to the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached heretoother than any Retained Claims; (dn) Any and all interests refunds of each Seller Taxes for which Purchaser is responsible pursuant to Article VII (or Tax credits received in all those certain lots and pieces lieu of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(da refund), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (eo) Ownership and all originals of each Seller's rightany and all documents, title books, records (other than Tax Returns and interest other books and records related to the engineering records, files (including customer information and recordsTaxes), data, drawings, blueprints, books of account, schematicsfiles and data (including any and all Transferred Commercial Data), mapscatalogs, reportsbrochures, sales literature, operating, production and other manuals, manufacturing and quality control records and procedures, research and development files, lists of present and former suppliers, lists of present and former customers, certificates and other documents Related to the Business in the possession of the Seller Entities, other than any personnel files (including customer and supplier listsexcept as set forth in Section 2.4(p)) and plans other than any books, records or other materials that (i) the Seller Entities are 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) or (ii) may be Located at the Transferred Leased Properties or the Owned Real Properties to the extent not Related to the Business; provided, that, with respect to any such books, records or other materials that are Purchased Assets pursuant to this clause (o), the Seller Entities shall be permitted to keep (A) copies of such books, records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to internal compliance procedures, (B) copies of such books, records or other materials to the extent related to any Excluded Assets or Seller’s and processes used primarily its Affiliates’ obligations under the Transaction Documents, and (C) such books, records or other materials in the form of so-called “back-up” electronic tapes that are archived by the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with Entities in the originals thereofordinary course of business; (fp) To the extent transferrable in compliance with applicable Law, copies of the portions of all personnel files of Transferred Business Employees and Represented Transferred Business Employees relating to (i) the five-year period preceding the Closing and (ii) each Seller's right, title and interest in and applicable Transferred Business Employee’s or Represented Transferred Business Employee’s services to the accounts receivable (billed or unbilled), prepaid assets, security deposits Business (the "DEPOSITS"“Transferred Personnel Files”); (q) All prepaid expenses, copyrights relating deferred charges, advance payment and security deposits, in each case, Related to the Purchased Assets Business (whether registered or unregistered“Other Assets”); (r) Subject to Section 5.11, all of which are the Seller Entities’ rights, to make claims and to receive the proceeds, recoveries or refunds of such claims under the Available Insurance Policies for any Loss that is an Assumed Liability occurring or arising prior to Closing that is covered by such policies and is not repaired or replaced prior to Closing; (s) Any and all Closing Cash Amounts; (t) Any and all assets of the Purchased Companies primarily used or owned or held primarily for use, in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used Business or primarily in arising from the operation of the Seller Business; Business (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the “Purchased Company Assets, except to the extent listed on Schedule 2.02(f”); and (ju) subject to Article XIIOther than the Excluded Assets, all other assets, properties or rights of every kind and claims under insurance policies with respect description, wherever located, whether real, personal or mixed, tangible or intangible, that are owned by a Seller Entity and Related to the Purchased AssetsBusiness. The parties hereto acknowledge and agree that a single asset may fall within more than one of clauses (a) through (u) in this Section 2.4; such fact does not imply that (x) such asset shall be transferred more than once or (y) any duplication of such asset is required.

Purchased Assets. The assetsSubject to the terms and conditions of this Agreement, properties at the Closing, each Seller shall sell, convey, assign, transfer and rights deliver to be conveyed (and Company shall cause each Selling Subsidiary to Purchaser sell, convey, assign, transfer and deliver to) Buyer or its designee(s) and Buyer or its designee(s) shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (purchase, acquire and accept from each Seller, free and clear of all Encumbrances other than Permitted Encumbrances, all of the "PURCHASED ASSETS")right, title and interest in, to and under the Purchased Assets. The Purchased Assets shall include, but shall not be limited to, the items set forth on Schedule 2.1(a), and also shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Sellerused or held for use in the Residential Business or otherwise relating to the Residential Business: (a) the licenses and authorizations issued by the Federal Communications Commission (the "FCC"), including (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller Real Property, including, owned and subscribers that are related primarily to the Seller Businessleased Real Property listed on Schedule 4.10(a) and Schedule 4.10(b), respectively; (ii) all Contracts Tangible Personal Property, including, Tangible Personal Property listed on SCHEDULE 7.06(a) attached hereto, Schedule 4.9(a); (iii) all Contracts that are not required to be Intangible Property and all general intangibles, including goodwill, associated with the Residential Business, including, Intangible Property listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, 4.11(a) and Schedule 4.11(b); (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and Accounts Receivable; (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(cInventory; (vi) (all such Contracts Permits that are not Excluded Contracts transferable without third party consent necessary therefor (provided, however, that, if such third party consent shall have been obtained, a Permit shall be referred deemed "transferable"; and provided further that the Sellers shall have the continuing obligation (both before and after Closing) to collectively as use all commercially reasonable efforts to endeavor to obtain the "ASSUMED CONTRACTS"necessary consents to the transfer of Permits); (cvii) each Seller's rightall rights and interests arising under or in connection with the Supply Contracts, title the Customer Contracts, the Material Contracts set forth in Schedule 4.8(a), the other Material Contracts that would be set forth on Schedule 4.8(a) but for the fact that such Contracts do not meet the threshold amounts provided in Section 4.8(a) requiring them to be included in such Schedule 4.8(a), and interest the Contracts set forth in Schedule 2.1(vii), (collectively, the "Assumed Contracts"), provided that the Assumed Contracts shall not include (x) any Customer Contracts which have been completed (with final payment made) at or prior to Closing, (y) any Contracts relating to Employee Plans or (z) any Contracts requiring Cure Payments unless such Contract and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed applicable Cure Payment is set forth on SCHEDULE 2.01(c) attached heretoSchedule 2.1(vii); (dviii) all interests of each Seller insurance and indemnity claims (including, without limitation, all insurance proceeds paid or payable by any insurance provider for any Purchased Asset); (ix) all rebates from any Person that supplies goods or services to the Residential Business and that is paid by such Person after the Closing Date, excluding any such rebates relating to periods prior to Closing paid or credited to, or otherwise negotiated by, the Company in accordance with past practice which is not attributable primarily to the Residential Business and which was not historically allocated to the Residential Business; (x) all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily cash, cash equivalents held in the Seller Business including those accounts set forth on SCHEDULE 2.01(dSchedule 4.22, any and all checks received by the Selling Subsidiaries but not yet processed, prepaid expenses (including Periodic Taxes), together with the buildingsdeposits (including, structuresbut not limited to, facilities customer deposits, deposits held by utilities or Governmental Entities, deposits under Assumed Contracts), restricted cash and cash equivalents securing or collateralizing obligations and other improvements erected thereonsimilar collateral or reserves, and together with all easementsincluding, rightsbut not limited to those listed on Schedule 4.20; provided, however, that deposits in the name of any entity other than a Selling Subsidiary which support Bonds or any Company-of-way and other appurtenances theretowide insurance programs shall not be included in the Purchased Assets; (exi) all of each Seller's right, title Sellers' books and interest records relating to the engineering records, files (including customer information Residential Business and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereofTransferred Employees; (fxii) all Actions (whether or not asserted as of each Seller's right, title and interest in and to the accounts receivable (billed Closing Date) asserted or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights that may be asserted on behalf of any Seller relating to the Purchased Assets (whether registered or unregistered)the Residential Business, all the operations of which are used primarily in the operation any Selling Subsidiary, or any of the Seller Business; foregoing (g) to the extent assignableexcluding Actions against directors, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation officers or employees of the Seller Business; (h) all computer software owned Company or licensed by each Seller (including all related documentation) any of its Subsidiaries, which shall remain the property of the Company and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(fits Subsidiaries); and (jxiii) all other property of Sellers of every kind, character or description, tangible or intangible, known or unknown, wherever located and whether or not reflected on the Financial Statements, or similar to the properties described above, and used or held for use in connection with the Residential Business, except for the Excluded Assets. At any time on or prior to the Confirmation Date, at the Buyer's option, in its sole discretion, the Buyer may determine to exclude assets, properties, Contracts (subject to Article XII, all the Buyer's compliance with the terms of Section 2.4(c)) and rights and claims under insurance policies with respect to from the Purchased Assets (including, without limitation, any "asset" having a negative value) which shall then be deemed Excluded Assets.

Purchased Assets. The Subject to the terms and conditions of this Agreement, on the Closing Date and at the Closing, Seller shall, and shall cause the other Seller Entities to, sell, assign, transfer and convey to the Purchaser Entities, and Purchaser shall, and shall cause the other Purchaser Entities to, purchase, acquire and accept from the Seller Entities, all of the Seller Entities’ right, title and interest as of the Closing in (1) all of the assets, properties properties, rights and rights to be conveyed to Purchaser shall be as set forth Contracts exclusively used, or held exclusively for use, in SECTIONS 2.01(athe operation of the Business and (2) through 2.01(j) hereto (the "PURCHASED ASSETS"). The Purchased Assets shall include the following assets(together with the assets specified in clause (1), properties and rights of each Seller to the extent such assets are owned by such Seller:“Purchased Assets”): (a) All Contracts, including each Contract set forth on Section 2.4(a) of the licenses and authorizations issued by Seller Disclosure Schedules, to the Federal Communications Commission extent related to the Business (collectively, such Contracts or portion of such Contracts, as the "FCC"case may be, to the extent related to the Business, the “Business Contracts”), including it being agreed that any such Contracts that are Shared Contracts shall be governed by Section 2.14(c) of this Agreement and be treated as Purchased Assets to the extent treated so therein; provided that the Seller Entities may update Section 2.4(a) of the Seller Disclosure Schedules no later than one (1) Business Day prior to the anticipated Closing Date to account for Contracts that were entered into or that have terminated in accordance with their terms after the date of this Agreement and prior to the Closing Date; (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over All registered Intellectual Property that is primarily related to the Seller Business, to constructthe HomeLink Technology or to the application of HomeLink Technology, own including the registered Intellectual Property listed in Section 2.4(b)(i) of the Seller Disclosure Schedules, as such Section 2.4(b)(i) of the Seller Disclosure Schedules may be updated pursuant to Section 5.19; (ii) all Intellectual Property licensed to the Seller Entities under the Business Contracts, including the Business Contracts set forth on Section 2.4(b)(ii) of the Seller Disclosure Schedules, as such Section 2.4(b)(ii) of the Seller Disclosure Schedules may be updated pursuant to Section 5.19; and operate a cellular radio telephone system in (iii) all Intellectual Property (other than registered Intellectual Property) to the Cellular Area extent related to the Business (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations clauses (the "MICROWAVE AUTHORIZATIONS"i), (ii) and (ii) construction permitsiii), if anycollectively, the “Business Intellectual Property”); provided, however, that have “Business Intellectual Property” does not include any Mirror-Based Technology; (a) Any and all Tangible Personal Property listed in 2.4(c) of the Seller Disclosure Schedules, as such Section 2.4(c) of the Seller Disclosure Schedule may be updated pursuant to Section 5.20; provided that the Seller Entities may update Section 2.4(c) of the Seller Disclosure Schedules no later than the date that is ten (10) Business Days prior to the anticipated Closing Date to account for Tangible Personal Property that has been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system replaced in the Cellular Area (ordinary course after the "FCC CONSTRUCTION PERMITS" date of this Agreement and together with prior to the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached heretoClosing Date; (b) Any and all rights under (i) all Contracts between each Seller raw materials, work-in-process, finished goods, supplies and subscribers that are related primarily to other inventories exclusively used, or held exclusively for use, by the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached heretoincluding any such raw materials, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below work-in-process, finished goods, supplies and other inventories being held by customers of the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume Business pursuant to Section 18.01(c) consignment arrangements (all such Contracts that are not Excluded Contracts shall be referred to collectively as collectively, the "ASSUMED CONTRACTS"“Inventory”); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in The Business Permits listed on Section 2.4(e) of the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached heretoDisclosure Schedules and all pending applications therefor or renewals thereof (the “Transferred Permits”); (d) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances theretoThe OATS Facility; (e) Any and all Accounts Receivables and Net Customer Tooling Amounts; (f) 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 Business Contracts and Business Intellectual Property, including all rights to xxx at law or in equity for any past, present or future infringement, misappropriation, dilution or other violation of any Business Intellectual Property by a third party, including the right to receive all proceeds and damages resulting therefrom, in each Seller's rightcase other than any Retained Claim; and (g) Copies of any and all documents, title instruments, papers, books, records (other than Tax Returns and interest other books and records related to the engineering records, files (including customer information and recordsTaxes), data, drawings, blueprints, books of account, schematics, maps, reports, lists files and data (including customer and supplier lists) , and plans repair and processes used primarily performance records), catalogs, brochures, sales literature, promotional materials, certificates and other documents to the extent related to the Business and in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregistered), all of which are used primarily in the operation possession of the Seller Business; Entities, other than (gi) any books, records or other materials that the Seller Entities are required by Law to retain (copies of which, to the extent assignablepermitted by Law, all licenseswill be made available to Purchaser upon Purchaser’s reasonable request), certificates (ii) personnel and employment records for employees and former employees who are not Business Employees and (iii) any books, records or other materials that may be located in a facility of occupancythe Business to the extent not related to the Business; provided that, permitswith respect to any such books, franchisesrecords or other materials that are Purchased Assets pursuant to this clause (i), registrationsthe Seller Entities shall be permitted to keep (A) one (1) copy of such books, certificates records or other materials to the extent required to demonstrate compliance with applicable Law or pursuant to bona fide internal compliance procedures, (B) copies of public convenience such books, records or other materials related to any Excluded Asset, and necessity(C) such books, approvals and operating rights, including any applications therefor, used primarily records or other materials in the operation form of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily so-called “back-up” electronic tapes in the Seller Business; ordinary course of business. The Parties acknowledge and agree that a single asset may fall within more than one of clauses (a) through (i) all rights in this Section 2.4; such fact does not imply that (i) such asset shall be transferred more than once or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f); and (jii) subject to Article XII, all rights and claims under insurance policies with respect to the Purchased Assetsany duplication of such asset is required.

Purchased Assets. The assetsSelling Parties hereby agree to sell, properties assign, transfer and rights convey to be conveyed the Buyer, and the Buyer hereby agrees to Purchaser shall be purchase from the Selling Parties, as of the closing date set forth in SECTIONS 2.01(a) through 2.01(j) hereto Paragraph 3.1, all of the assets of the Selling Parties used in the Business (the "PURCHASED ASSETSPurchased Assets"), other than the excluded assets described on Schedule 1. 1. The Purchased Assets shall include without limitation the following assets, properties assets and rights of each Seller to the extent such assets are owned by such Sellerproperties: (a) the licenses All furniture, fixtures, machinery, equipment and authorizations issued by the Federal Communications Commission (the "FCC")other tangible personal property, including such items as are described on Schedule 1.1 (ia) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over together with all manufacturers' warranties pertaining to the Seller Businesssame, to construct, own the extent that such warranties may exist and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto;be assignable. (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily All of the Selling Parties' goodwill relating to the Seller Business; all customer and patient lists and files, records and similar sales and marketing information in the Selling Parties' possession relating to the Business; copies of medical records of the patients currently receiving services from the Business as of the Closing, and any related databases; copies of personnel records; and the Selling Parties' right and interest in the trade secrets, licenses, know-how, specifications, literature, and all other intangible property which relate specifically to the Business, (ii) including without limitation all Contracts listed on SCHEDULE 7.06(a) attached heretotrade name and trade dress rights associated with "Medlink of Ohio"; provided, (iii) all Contracts however, that are not required to be listed on that Schedule solely because they involve dollar amounts that are below Buyer's interest in the thresholds for inclusion on that Schedulename "Medlink of Ohio", (iv) all Contracts entered into during variations thereon and the period commencing on the date hereof trade name and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts trade dress rights associated therewith shall be referred limited to collectively as the "ASSUMED CONTRACTS");area prescribed in paragraph 1.6 of this Agreement. (c) each Seller's rightAll transferable licenses, title permits, certificates, authorizations, accreditations, orders, ratings and interest in and approvals of all federal, state, or local governmental or regulatory authorities which relate to the towersBusiness and which are held by the Selling Parties, tower equipmentbut only to the extent the same are transferable, antennas, switching including without limitation Selling Parties' Medicare provider agreement and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in provider number for the Seller Business, but not including Selling Parties' Medicaid provider agreement or Medicaid provider number or obligations thereunder. Selling Parties agree to terminate their Medicaid provider agreement for the Business as of the Closing Date in accordance with applicable regulations. The Selling Parties shall retain any rights to Medicare cost report settlements relating to the period prior to the Closing, and the Buyer agrees to pay over to the Selling Parties any amounts paid to the Buyer with respect to such as are listed on SCHEDULE 2.01(c) attached hereto;Medicare cost report settlements relating to the period prior to the Closing. Likewise, the Selling Parties shall remain responsible for any Medicare cost report settlement liabilities arising with respect to the period prior to the Closing, and the Selling Parties agree to immediately pay the Buyer, upon receipt of reasonable documentation, an amount equal to any such Medicare cost report settlement liabilities incurred by the Buyer with respect to the period prior to the Closing. (d) Any and all interests rights of each Seller the Selling Parties which by their terms are transferable and which arise under or pursuant to warranties, representations and guarantees made by suppliers in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together connection with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto;Purchased Assets. (e) Subject to the application of paragraph 2.2(b), all accounts receivable arising out of the operation of the Business (together, the "Accounts Receivable") in existence at the Closing, along with all unbilled amounts for services performed prior to the Closing Date. (i) The Buyer will be responsible for the cost of collecting such Accounts Receivable. The Selling Parties agree to cooperate reasonably with the Buyer, at the Buyer's expense, in connection with the Buyer's efforts to collect the Accounts Receivable. To the extent that there are unbilled amounts for services prior to the Closing Date under programs or provider agreements that may not be assumed by Buyer due to regulatory or contractual restrictions, or otherwise may not properly be billed by Buyer, Selling Parties agree to properly and promptly bill the same to the approprxxxx payor in such Selling Party's name, but for Buyer's account. The Selling Parties agree to immediately remit to the Buyer any payments received after the Closing by any of the Selling Parties that constitute Accounts Receivable. (ii) To the extent that any Accounts Receivable are not effectively assigned to Buyer at the Closing so that Buyer will be paid directly by the debtor on such Accounts Receivable ("Affected Accounts Receivable"), the Selling Parties shall cause the proceeds of such Affected Accounts Receivable to be paid over to Buyer according to the following procedure. Each of the Selling Parties to whom any Affected Accounts Receivable are owed shall establish or designate an account (the "Designated Accounts") at a bank reasonably acceptable to Buyer (the "Bank"), and at the Buyer's expense. Selling Parties shall arrange with the Bank to authorize only the Buyer to make withdrawals from the Designated Accounts. Selling Parties shall execute and deliver to Buyer at the closing such instrument or instruments as Buyer may reasonably require authorizing Buyer, in the name, place and stead of any of Selling Parties, to endorse checks representing payments on Accounts Receivable and deposit the same in the appropriate Designated Account. Selling Parties shall not change the payment address for any of the Affected Accounts Receivable, but shall cause the same to continue to be paid to the address of the Business at 20600 Chagrin Blvd, Suite 290, Xxxxxx Xxxxxxx, Xxxx 00000 xx 0000 Xxxx Xxxxxxxx Xxxx, Akrxx, Xxxx 00000 xxxxx xxxx xx xxxx. Xxx xxxdirected payments on Accounts Receivable received by any Selling Party shall be promptly forwarded to such address or paid over to Buyer. Any change by any Selling Party of the payment address of any Accounts Receivable, and revocation or limitation of Buyer's right to endorse or deposit proceeds of the same in the Designated Accounts, any limitation by any Selling Party of Buyer's right to make withdrawals from any of the Designated Accounts in satisfaction of Buyer's right to the proceeds of the Accounts Receivable purchased hereunder, or any withdrawal by any Selling Party from the Designated Accounts after the Closing shall be shall be a material breach of Selling Parties' obligations under this section. Such arrangements, and all of each SellerSelling Parties' obligations under this section shall continue after the Closing until all Affected Accounts Receivable have been collected or have been compromised or written off with Buyer's rightconsent. Selling Parties agree that Buyer shall have, title and hereby grant to Buyer, a security interest in the Affected Accounts Receivable and the Designated Accounts to secure Buyer's right to payment of proceeds of Accounts Receivable under this section and all of Selling Parties' obligations under this Agreement not fully performed at the Closing. Selling Parties agree to execute and deliver all agreements, forms, or other instruments reasonably required by Buyer to perfect such security interest. If and to the engineering recordsextent that any debtor under Affected Accounts Receivable refuses to make payment under the foregoing arrangements, files Selling Parties agree to cooperate in, and execute and deliver any instruments or documents necessary to effect, any reasonable and lawful arrangement designated by Buyer and satisfactory to such debtor(s) for the collection of such Affected Accounts Receivable and transfer of the proceeds of the same to the Buyer. Selling Parties shall provide evidence satisfactory to Buyer of the existence and terms of the foregoing arrangements with the Bank at or before the Closing. (including customer information iii) Buyer agrees to provide the Selling Parties with monthly statements setting forth the status of collection of the Accounts Receivable. On the date 180 days after the Closing Date, the Designated Account shall be closed and recordsthe Buyer shall provide, as soon as reasonably possible thereafter, a final statement of the Accounts Receivable collecting during such 180 day period. Subject to the application of paragraph 2.2(b), dataafter the closing of the Designated Account, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided Selling Parties agree to immediately pay over to the Buyer any payments received with respect to the originals thereof;Accounts Receivable. (f) All raw materials, supplies, packaging materials, purchased products, finished goods and all of each Seller's rightother goods, title merchandise and interest in and to materials owned by the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregistered), all of which are used primarily in the operation of the Seller Business;Selling Parties. (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business;The Selling Parties' real property leases described on Schedule 1.1 (hg) all computer software owned or licensed by each Seller (including all related documentationcollectively, the "Real Property Leases") and used primarily the Assumed Contracts (defined in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(fparagraph 1.3); and (j) subject to Article XII, all rights and claims under insurance policies with respect to the Purchased Assets.

Purchased Assets. The assets, properties and rights collectively referred to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETSPurchased Assets"). The Purchased Assets shall include , including, without limitation, all right, title and interest of DMI and Quixote in, to and under the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller: following: (a) all of the licenses and authorizations issued by assets reflected on the Federal Communications Commission (the "FCC")Certified Valuation Date Statement, including (i) FCC licenses and authorizationsother than any assets disposed of or otherwise converted into cash after September 30, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system 1996 in the Cellular Area (the "CELLULAR AUTHORIZATIONS") ordinary course of business and certain microwave paths used in connection compliance with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; this Agreement; (b) all rights under cash and cash equivalents, including deposits and prepaid expenses (other than Excluded Assets); (c) except as provided in Section 2.2, all notes and accounts receivable generated by the Business; (d) all raw materials, supplies, work-in-process and other materials included in the inventory of the Business; (e) the Governmental Permits; (f) the Owned Real Property (other than the Huntsville Owned Real Property) listed on Schedule 5.10; (g) the real estate leases and leasehold improvements listed or described on Schedule 5.11; (h) the machinery, equipment, vehicles, furniture and other personal property listed or described on Schedule 5.13; (i) the personal property leases listed on Schedule 5.14; (j) the Copyrights, Patent Rights and Trademarks (and all goodwill associated therewith), and the agreements, contracts, licenses, sublicenses, assignments and indemnities, listed on Schedule 5.15 (except as otherwise noted thereon); (k) the Software listed on Schedule 5.15 (except as otherwise noted thereon); (l) the contracts, agreements or understandings listed or described on Schedule 2.3(b)(except as otherwise noted thereon); (m) all Trade Secrets and other proprietary or confidential information used in, dedicated to or necessary for the Business; (n) except with respect to the litigation specifically so indicated on Schedule 5.22, all rights, claims or causes of action against third Persons relating to the assets and properties described in this Section 2.1 or the Business arising out of transactions occurring prior to the Closing Date; (o) all books and records (including all data and other information stored on discs, tapes or other media) relating to the assets and properties described in this Section 2.1 or the Business; (p) Quixote's and DMI's interest in and to all telephone, telex and telephone facsimile numbers and other directory listings utilized primarily in connection with the Business; and (q) except as otherwise expressly provided in this Section 2.1: (i) all Contracts between each Seller of Quixote's and subscribers that are related primarily DMI's other rights, titles and interests in and to the Seller Business, including, without limitation, any of their business activities relating to the manufacture, sale and distribution of multimedia and/or optical discs; (ii) all Contracts listed on SCHEDULE 7.06(a) attached heretoof Quixote's and DMI's right, title and interest in and to Prospectus Plus, Inc., Emerald Multimedia, Inc., DMI do Brazil Ltd. and Myriad Entertainment, Inc.; and (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof of Quixote's and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"); (c) each SellerDMI's right, title and interest in and to the towersnames "Disc Manufacturing, tower equipment, antennas, switching Inc." and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c) attached hereto; (d) all interests of each Seller in all those certain lots and pieces of real property that are owned by or leased to such Seller that are used primarily in the Seller Business including those set forth on SCHEDULE 2.01(d), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all of each Seller's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregistered), all of which are used primarily in the operation of the Seller Business; (g) to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller Business; (h) all computer software owned or licensed by each Seller (including all related documentation) and used primarily in the Seller Business; (i) all rights or choses in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent listed on Schedule 2.02(f); and (j) subject to Article XII, all rights and claims under insurance policies with respect to the Purchased AssetsDMI." A-7

Purchased Assets. The assets, properties and rights following assets are collectively referred to be conveyed to Purchaser shall be as set forth in SECTIONS 2.01(a) through 2.01(j) hereto (the "PURCHASED ASSETSPurchased Assets"). The Purchased Assets shall include the following assets, properties and rights of each Seller to the extent such assets are owned by such Seller: (a) the licenses and authorizations issued by the Federal Communications Commission tangible assets listed on Schedule 2.2(a) (the "FCCTangible Assets"), including (i) FCC licenses and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used in connection with such cellular operations (the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC to Sellers with respect to construction of a cellular telecommunications system in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together with the Cellular Authorizations and the Microwave Authorizations, the "FCC AUTHORIZATIONS"), that are listed on SCHEDULE 2.01(a) attached hereto; (b) all rights under (i) all Contracts between each Seller and subscribers that are related primarily subject to Section 8.6(b)(i), raw materials inventory in stock at the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending Facility on the Closing Date which Purchaser agrees to assume in accordance with clause and the Construction Materials (ii) provided that the Construction Materials shall not be deemed "Purchased Assets" for purposes of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"3 hereof); (c) each Seller's rightsubject to Sections 2.7 and 8.7 hereof, title rights in, to and interest in and to under the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are Contracts listed on SCHEDULE 2.01(cSchedule 2.2(c) attached hereto(the "Assigned Contracts"); (d) all interests Documents and Records of each Seller (i) which are physically located at the premises of the Facility on the Closing Date, to the extent directly relating to (A) the Transferred Employees, subject to and as more fully described in all those certain lots and pieces Section 10.2(c), (B) the Purchased Assets or (C) the conduct of real property that the MOS 17 Operations or (ii) to the extent necessary for the conduct of the MOS 17 Operations or the ownership of the Purchased Assets, which are owned by or leased to such Seller that are used primarily in the physical care, custody or control of Seller Business including those set forth or its Affiliates on SCHEDULE 2.01(dthe Closing Date (the "Transferred Documents and Records"), together with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all of each Seller's right, title and interest to the engineering records, files Real Property Rights listed on Schedule 2.2(e) (including customer information and recordsthe "Transferred Real Property Rights"), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's rightpre-Closing rights, title claims, credits, causes of action or rights of set-off or counter-claim against manufacturers or vendors pursuant to manufacturers' and interest in vendors' warranties, representations and to guarantees covering the accounts receivable (billed or unbilled), prepaid assets, security deposits Tangible Assets as of the Closing and listed on Schedule 2.2(f) (the "DEPOSITSWarranty Rights"), copyrights relating to the Purchased Assets (whether registered or unregistered), all of which are used primarily in the operation of the Seller Business; (g) a minimum of thirteen (13) and a maximum of eighteen (18) apartments or houses, as the case may be, owned by Seller, as more fully described on Schedule 2.2(g), which schedule shall be finalized with a list of specifically identified apartments or houses following the acceptance of offers of employment from Buyer or Buyer-Sub by MOS 17 Expatriate Employees after the date of this Agreement and prior to the extent assignable, all licenses, certificates Closing (the "Transferred Expat Houses") (provided that the Transferred Expat Houses shall not be deemed "Purchased Assets" for purposes of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller BusinessArticle 3 hereof); (h) all computer software thirteen (13) cars owned or licensed by each Seller as listed on Schedule 2.2(h) (including all related documentationthe "Transferred Cars") and used primarily in (provided that the Seller BusinessTransferred Cars shall not be deemed "Purchased Assets" for purposes of Article 3 hereof); (i) all rights or choses personal computers and laptops owned by Seller and used in action relating primarily to the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except to the extent MOS 17 as listed on Schedule 2.02(f2.2(i) (the "Transferred Computers"); and (j) subject personal computers or laptops, as the case may be, owned by Seller that are specifically assigned to Article XII, all rights and claims under insurance policies with respect to a Transferred Employee as set forth on Schedule 2.2(j) (the Purchased Assets"Transferred Employee Computers").

Purchased Assets. The assetsSubject to the terms and conditions of this Agreement, properties the Purchaser hereby agrees to purchase from the Seller, and rights the Seller hereby agrees to be conveyed sell, transfer and assign to Purchaser shall be the Purchaser, on the Closing Date (as set forth hereinafter defined), all of the Seller’s assets directly related to and used in SECTIONS 2.01(a) through 2.01(j) hereto connection with the operation of the Restaurants (collectively referred to herein as the "PURCHASED ASSETS"“Purchased Assets”), free and clear of any and all Liens, other than the Excluded Assets (as hereinafter defined). The Purchased Assets shall include include, but not be limited to, the following assets, properties and rights of each Seller to the extent such assets are owned by such Sellerfollowing: (a) All of the licenses Seller’s rights and authorizations issued obligations in and under all of the agreements of the Seller relating to the Restaurants, all of which are identified on Schedule 2.1(a) attached hereto (collectively, the “Assigned Contracts”); Assigned Contracts includes, but is not limited to, certain agreements listed on Schedule 2.1(a) with respect to the lease of certain Leased Real Property; (b) All of the Seller’s accounts or notes receivable directly related to the Restaurants, all of which are identified on Schedule 2.1(b) attached hereto and which, as of the Closing Date, shall be identified in an update to Schedule 2.1(b) at least five days prior to the Closing Date; (c) All of the tangible personal property owned by the Federal Communications Commission (the "FCC"), including (i) FCC licenses Seller and authorizations, as well as licenses and authorizations of any state body having jurisdiction over the Seller Business, to construct, own and operate a cellular radio telephone system in the Cellular Area (the "CELLULAR AUTHORIZATIONS") and certain microwave paths used exclusively in connection with such cellular operations the operation of the Restaurants, including, without limitation, furniture, machinery, equipment, tables, chairs, cash registers, ovens, refrigerators, display cases, utensils, tools, pans, lights, uniforms, curtains, signs, shelves, menus, tablecloths, glasses, plates, dishes, silverware, pitchers, books, cabinets, racks, towels, ornaments, artifacts, décor, computers, computer software programs, computer peripherals, collectibles, bars and bar equipment; (d) All of the "MICROWAVE AUTHORIZATIONS") and (ii) construction permits, if any, that have been issued by the FCC Seller’s records directly related to Sellers with respect to construction of a cellular telecommunications system or used exclusively in the Cellular Area (the "FCC CONSTRUCTION PERMITS" and together connection with the Cellular Authorizations operation of the Restaurants or directly pertaining to the Purchased Assets; (e) To the extent transferable, and the Microwave Authorizationsonly to such extent, the "FCC AUTHORIZATIONS")Licenses required under all laws, that rules and regulations applicable to or affecting the Restaurants, all of which are listed set forth on SCHEDULE 2.01(aSchedule 2.1(e) attached hereto; (bf) All Leasehold Improvements, all rights under (i) all Contracts between each Seller and subscribers that of which are related primarily to the Seller Business, (ii) all Contracts listed on SCHEDULE 7.06(a) attached hereto, (iii) all Contracts that are not required to be listed on that identified in Schedule solely because they involve dollar amounts that are below the thresholds for inclusion on that Schedule, (iv) all Contracts entered into during the period commencing on the date hereof and ending on the Closing Date which Purchaser agrees to assume in accordance with clause (ii) of Article III, and (v) all Contracts constituting Undisclosed Contracts which Purchaser agrees to assume pursuant to Section 18.01(c) (all such Contracts that are not Excluded Contracts shall be referred to collectively as the "ASSUMED CONTRACTS"); (c) each Seller's right, title and interest in and to the towers, tower equipment, antennas, switching and cell site equipment and buildings, microwave equipment, mobile identification numbers, tools, testing equipment, motor vehicles, office equipment, furniture and fixtures, supplies and inventory, electrical power units, transmission lines, installations, appliances, improvements and other equipment, machinery and tangible personal property used primarily in the Seller Business, including such as are listed on SCHEDULE 2.01(c2.1(f) attached hereto; (dg) all interests of each Seller in all those certain lots and pieces of real property that are All Inventory owned by or leased to such Seller that are and used primarily exclusively in the Seller Business including those set forth on SCHEDULE 2.01(d), together connection with the buildings, structures, facilities and other improvements erected thereon, and together with all easements, rights-of-way and other appurtenances thereto; (e) all operation of each Seller's right, title and interest to the engineering records, files (including customer information and records), data, drawings, blueprints, books of account, schematics, maps, reports, lists (including customer and supplier lists) and plans and processes used primarily in the Seller Business, provided that each such Seller may retain copies thereof so long as Purchaser is provided with the originals thereof; (f) all of each Seller's right, title and interest in and to the accounts receivable (billed or unbilled), prepaid assets, security deposits (the "DEPOSITS"), copyrights relating to the Purchased Assets (whether registered or unregistered)Restaurants, all of which are used primarily in the operation identified on Schedule 2.1(g) attached hereto and which, as of the Seller Business; (gClosing Date, shall be identified in an update to Schedule 2.1(g) at least five days prior to the extent assignable, all licenses, certificates of occupancy, permits, franchises, registrations, certificates of public convenience and necessity, approvals and operating rights, including any applications therefor, used primarily in the operation of the Seller BusinessClosing Date; (h) all computer software owned or licensed by each Seller (including all related documentation) and All cash amounts normally used primarily in to operate the Seller BusinessRestaurants; (i) all rights or choses in action relating primarily to The Proprietary Rights of the Seller Business, including all rights under express or implied warranties relating to the Purchased Assets, except Sellers to the extent listed they directly relate to the Restaurants and not to any Excluded Assets, and only to such extent, all of which are identified on Schedule 2.02(f)2.1(i) attached hereto; and (j) subject to Article XII, all rights and claims under insurance policies The goodwill associated with respect to the Purchased AssetsAssets and the Restaurants.