Common use of Sale and Purchase of Assets Clause in Contracts

Sale and Purchase of Assets. (a) At the Closing (as defined below), Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of (i) the right, title and interest of Seller and Seller's affiliates in and to the businesses and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory").

Sale and Purchase of Assets. (a) At On the basis of the representations, --------------------------- warranties, covenants and agreements contained in this Agreement, and subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined belowin Section 1.2 hereof), Seller shall sell, transferassign, assign transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire from Seller, free and clear of all of (i) the right, title and interest of Seller and Seller's affiliates in and to the businesses and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements Liens (as defined in Section 13(t2.5(b) hereof), except for Permitted Liens (as defined in Section 2.5(b) included in Attachment Ihereof), subject to changes all of the assets (or leases for leased assets) of the Business owned or leased by Seller and used or held for use exclusively in the ordinary course Business as of businessthe Closing Date (as defined below) other than the assets listed on Schedule 1.1 (the "Excluded Assets"), including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") machinery, equipment, supplies and the permanent structures and other improvements thereon furnishings owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used or held for use in the business of Products Company Business as set forth in the schedules to Attachment XV on Schedule 2.5(A) hereto (all of the foregoing, excepting only the Excluded Assets, being hereinafter referred to as the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "ContractsPurchased Assets"), including those Material without limitation (other than to the extent that such assets are specifically listed as Excluded Assets) of the foregoing: (a) all of Seller's accounts receivable and work-in-progress arising from services rendered by the Center prior to the Closing Date (including any related claims in respect of the collection thereof and all previously written-off accounts receivable, collectively, the "Accounts Receivable"); (b) all leasehold improvements and tangible assets and properties of the Seller, including machinery and equipment, tooling, tools, furniture, office equipment, furnishings and fixtures used or held for use exclusively in the Business, as of the Closing Date; (c) all inventories, including finished products, work-in-process, materials, parts, accessories and supplies of the Seller used or held for use exclusively in the Business, as of the Closing Date; (d) all rights of Seller arising from, in and to all Contracts set forth (as defined in Attachment VII heretoSection 2.7) listed in Schedule 2.7 as Contracts to be assumed by Buyer; (e) all other assets reflected in the Financials (as defined in Section 2.3) and all assets acquired by Seller since the latest date of the Financials and which are owned or leased as of the Closing Date, to the extent used or held for use exclusively in the Business; (f) all investments in subsidiaries security deposits and other entities prepaid expenses; (g) all warranties and claims or potential claims against Seller's suppliers or lessors with respect to any assets included in the operations Purchased Assets to the extent said warranties and claims may be assignable; and (h) all names, trademarks, contractual rights, telephone numbers, Licenses (as defined in Section 2.6) to the extent assignable and other intangible assets to the extent assignable, books and records, market information, operational procedures, business and goodwill of Seller relating solely to or used exclusively in the Products Company Business and the Purchased Assets. Notwithstanding anything in this Agreement to the contrary, nothing in this Agreement shall be construed as set forth on Attachment VIII an attempt to assign or a requirement for Seller to assign any Contract, license, certification, approval, consent, Account Receivable or similar property or property right which are not assignable, directly or indirectly, by matter of law (the "SubsidiariesNon-Assignable Property Rights"), or assign any Contract which is not assignable by agreement without the assetsconsent of the other party or parties thereto, unless such consent shall be received. In this regard, Seller shall use and, if so requested by Buyer, shall continue to use after the Closing, its reasonable best efforts to obtain all such necessary consents of the applicable parties to any such Contracts otherwise to be assigned to Buyer hereunder; provided, however, that the failure to obtain any such consents and systems constituting the inability to assign any Non- Assignable Property Rights shall not constitute a breach of this Agreement or of any representation or warranty made by Seller hereunder. Seller hereby agrees that in order for Buyer to obtain the full value and benefits and obligations of any Accounts Receivable which are not otherwise assignable by law, Seller agrees that, at the request and direction of Buyer, in the name of Seller, and at Seller's credit card systems expense, Seller shall take all reasonable actions and do or cause to be done all such reasonable things as shall be necessary or proper in order that the rights (including co-branded cardsand obligations) of Seller under such Accounts Receivable shall be preserved for the benefit or account of Buyer and any other assets owned by Seller which are part to facilitate the collection of the Products Company monies due and payable and to become due and payable pursuant to such Accounts Receivable on or necessary after the Closing Date. Seller shall, on and after the Closing Date, hold such Accounts Receivable for the benefit of Buyer and shall pay Buyer any monies paid pursuant thereto promptly upon, but in any event, no more than one business day after, receipt thereof. In addition to the conduct foregoing, with respect to any Contract of its operationsSeller to be assumed by Buyer and which is not assignable without the consent of the other party or parties thereto and with respect to which such consents are not received as of the Closing Date, including normal spare parts to the extent not in violation of law, Seller agrees that in order for Buyer to obtain the full value and service station merchandise benefits of such Contracts (subject to Buyer's performance of all obligations otherwise imposed thereunder) Seller, at the request and certain tank bottoms direction of Buyer, in the name of Seller (or otherwise as Buyer may specify and linefill; as shall be permitted by law), shall take all reasonable actions and do or cause to be done all such reasonable things as shall be necessary or proper in order that the rights (iisubject to Buyer's performance of all obligations otherwise imposed thereunder) of Seller under such Contracts shall be preserved or conveyed for the Products Company inventories full benefit or account of hydrocarbonsBuyer and to facilitate the collection of monies due and payable and to become due and payable thereunder, usable catalysts and precious metals in storehousessubject to Buyer's performance of all obligations otherwise imposed thereunder, whether onsite to the extent such obligations accrue or offsite, determined as provided in Attachment IX (hereinafter, are attributable to the "Inventory")period on or after the Closing Date.

Sale and Purchase of Assets. (a) At Subject to the terms and conditions of this Agreement, and in reliance on the representations and warranties contained herein, on the Closing Date (as defined in Section 3.01 below) Seller will sell, convey, assign, transfer and deliver to Buyer, and Buyer will purchase and acquire, all of the Seller's right, title and interest, as of the Closing (as defined in Section 3.01 below), Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of (i) the right, title and interest of Seller and Seller's affiliates in and to the businesses following assets: (i) all machinery, equipment, tooling, furniture and fixtures, leasehold improvements, repair parts, other plant and office equipment and supplies and other tangible personal property used by Seller in the Business and located at the facility at 0000 Xxxxxxxxxx Xxxxx, Carlsbad, California, including, but not limited to, the tangible assets with book value in excess of $5,000.00 each listed on Schedule 1.01(a)(i); (ii) non-finished goods inventories, including work in process, materials, parts, components, accessories and supplies of Seller and pertaining exclusively to the Products Company Business included on Schedule 1.01(a)(ii) less the materials consumed in production between September 7, 1998 and the Closing Date (the "76 AssetsInventories"); (iii) (the trademark registration and licenses listed in Schedule 1.01(a)(iii) attached hereto, and any other than Inventory described in clause (ii) below)proprietary and intellectual property, constituting generally the businesses rights and assets reflected interests owned by or registered in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment Iname of Seller or owned by others and licensed by Seller, subject to changes and used by Seller exclusively in the ordinary course of businessBusiness (collectively, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"); (iv) all leases, such transfer including real property leases, contracts, purchase and sale orders and other agreements and commitments of Seller involving payments to be made or from Seller in excess of $25,000 in the form aggregate over its term listed in Schedule 1.01(a)(iv) attached hereto, and other leases, contracts, purchase and sale orders and other agreements and commitments of an assignment or license as specified in Section 8(a)Seller aggregating less than $25,000 pertaining exclusively to the Business (each a "Contract" and collectively, the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"); (v) all accounting and operating data and records maintained by Seller for the Business, including those Material Contracts set forth in Attachment VII heretoall books, all investments in subsidiaries records, cost information, supplier lists, reference catalogs, payroll and personnel records, and other entities similar property and information (provided that to the extent that -------- any such items relate to any business of Seller or a subsidiary of Seller other than the Business, copies thereof will be retained by Seller or such subsidiary with all references to the Business redacted), but excluding any such items to the extent (i) they are included in or primarily related to any Retained Assets, as defined in Section 1.01(c) below or Retained Liability, as defined in Section 2.01(c) below, (ii) any transfer thereof is prohibited by law, or (iii) any transfer thereof would subject Seller or any of its affiliates to any material liability; (vi) all licenses, permits, authorizations, approvals and land use variances and waste water discharge rights of Seller listed in Schedule 1.01(a)(vi) attached hereto (collectively, the operations of the Products Company as set forth on Attachment VIII ("SubsidiariesPermits"), to the assetsextent such Permits are transferable; and (vii) any and all goodwill and going concern value of the Business. (b) The assets to be sold by Seller to Buyer pursuant to Section 1.01(a) above are hereinafter referred to collectively as the "Assets". (c) Notwithstanding anything to the contrary contained in this Agreement, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and Seller is not selling, conveying, assigning, transferring or delivering to Buyer any assets other than as are specifically described in Section 1.01(a); all other assets owned of Seller are being retained by Seller which and are part hereinafter referred to as the "Retained Assets". (d) Without limiting the generality of paragraph (c) of this Section 1.01, it is expressly understood and agreed that the Products Company or necessary following assets of Seller shall be deemed to the conduct be Retained Assets: (i) all bank accounts, cash and cash equivalents of Seller and its operations, including normal spare parts subsidiaries and service station merchandise and certain tank bottoms and linefill; and affiliates; (ii) all insurance policies and all rights therein and related thereto; (iii) all assets that are used by Seller and its subsidiaries and affiliates in providing general corporate, insurance, administrative and research and development services to divisions, subsidiaries or operating units of Seller or any of its subsidiaries or affiliates (other than the Products Company inventories Business), including without limitation assets relating to the provision of hydrocarbonsfinancial, usable catalysts human resources, customer service, transportation, distribution, legal, risk management, purchasing, research and precious metals development, management information systems and product compliance services; (iv) all of Seller's facilities other than those located at 0000 Xxxxxxxxxx Xxxxx, Carlsbad, California 92008; (v) other than to the extent provided for in storehousesSection 6.08, whether onsite or offsite, determined as provided all rights in Attachment IX (hereinafter, and use of the "InventoryCobra" brand name and all corporate symbols and logos related thereto and all names, trademarks, trade names and service marks which include the "Cobra" brand name or any derivative thereof, and any and all goodwill represented thereby and pertaining thereto; (vi) all machinery, equipment, tooling, fixtures, supplies or other tangible property used by Seller for machine shop operations or for painting and other finishing processes of golf club heads, including but not limited to that listed on Schedule 1.01(d)(vi) attached hereto; and (vii) all rights, causes of action, claims, sums and fees arising out of (i) any asset described in this definition of Retained Assets or (ii) any Retained Liabilities (as defined in Section 2.01(c) below). (e) Notwithstanding anything to the contrary contained herein, this Agreement shall not constitute an agreement to assign or transfer any lease, contract or other agreement or understanding or Permit if an assignment, transfer or attempted assignment or transfer of the same without the consent, waiver or approval of the other or issuing party or parties thereto would constitute a breach or violation thereof or in any way impair the rights of Seller or Buyer thereunder and such consent, waiver or approval is not obtained prior to the Closing Date. Seller shall use reasonable efforts, and Buyer and Coyote will cooperate in all reasonable respects with Seller, to obtain all consents, waivers and approvals and to resolve all impracticalities of assignments or transfers necessary to assign and transfer to Buyer any such lease, contract or other agreement or understanding or Permit. If such consent, waiver or approval is not obtained or if an attempted assignment or transfer would be ineffective or would impair Seller's or Buyer's rights under any such lease, contract or other agreement or understanding or Permit so that Buyer would not receive all such rights, Seller shall use reasonable efforts to provide or cause to be provided to Buyer the benefits of any such lease, contract or other agreement or understanding or Permit and Seller shall pay or cause to be paid to Buyer when received all monies received by Seller with respect to any such lease, contract or other agreement or understanding or Permit, if applicable. In consideration of Seller providing or causing to be provided to the Buyer the benefits thereof, Buyer shall perform and discharge when due on behalf of Seller all of Seller's liabilities, obligations or commitments thereunder in accordance with the provisions thereof.

Sale and Purchase of Assets. (a) At the Closing (as defined below)Closing, Seller Sellers shall sell, transfer, assign sell and deliver transfer to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire from SellerSellers, all of Sellers' properties and business as a going concern and goodwill and assets of every kind, nature and description existing on the Closing Date, wherever such assets are located and whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and whether or not any of such assets have any value for accounting purposes or are carried or reflected on or specifically referred to in Sellers' books or financial statements, except those assets specifically excluded pursuant to SECTION 2.2, free and clear of all Encumbrances other than Permitted Encumbrances. The properties, business, goodwill and assets of Sellers to be transferred hereunder (collectively, the "Purchased Assets") shall include, but not be limited to, the following: (i) All those certain lots and pieces of ground, together with the rightbuildings, title structures and interest other improvements erected thereon, and together with all easements, rights and privileges appurtenant thereto, of Seller all Real Property owned by Sellers, which Real Property is more particularly described in SCHEDULE 3.15; (ii) All of Sellers' machinery, equipment, tooling, dies, jigs, spare parts and supplies, including the items identified on SCHEDULE 2.1(ii); (iii) All of Sellers' inventories of raw materials, work-in-process, parts, subassemblies and finished goods, wherever located and whether or not obsolete or carried on Sellers' books of account, including the items identified on SCHEDULE 2.1(iii); (iv) All of Sellers' other tangible assets, including office furniture, office equipment and supplies, computer hardware and software (except for Seller's affiliates Macola accounting software and other generally available off the shelf software packages which are not assignable), leasehold improvements and vehicles, including the items identified on SCHEDULE 2.1(ii); (v) All of Sellers' trade and other notes and accounts receivable, deposits, advance payments, prepaid items and expenses, deferred charges, rights of offset and credits and claims for refunds relating to the Business; (vi) All of Sellers' books, records, manuals, documents, books of account, work records, correspondence, sales and credit reports, customer lists, literature, brochures, advertising material and the like relating to the Business; (vii) All of Sellers' rights under leases for real or personal property set forth on SCHEDULES 2.1(vii) OR 3.15, and all of Sellers' rights under all other leases, service or maintenance contracts, contracts to perform work or provide services and all other agreements and purchase and sale orders; (viii) All of Sellers' claims, choses in action, causes of action and judgments; (ix) All of Sellers' goodwill and rights in and to the businesses name "Hydrocarbon Technologies, Inc." and assets in any other tradename, trademark, fictitious name or service xxxx, or any variant of any of them, and any applications therefor or registrations thereof, patents, invention reports, industrial property rights and know how and any other forms of Intellectual Property; (x) All of Sellers' rights to the Business; (xi) All of the Products Company (outstanding capital stock of HTI Vehicle Acquisition Corp., which shall own the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses vehicles and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as trailers set forth on Attachment VIII SCHEDULE 2.1(xi); and ("Subsidiaries")xii) To the extent not described above, the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part all of the Products Company or necessary assets to be reflected on the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory")Final Closing Balance Sheet.

Sale and Purchase of Assets. (a) At On the terms and subject to the conditions contained in this Agreement, at the Closing (as defined below), Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser in Section 1.6) Buyer shall purchase and acquire from SellerSeller and Seller shall sell, convey, assign, transfer and deliver to Buyer all of the right, title, and interest of Seller in and to the following assets associated with the Branches, free and clear of all liens, security interests, pledges, encumbrances, adverse claims and demands of every kind, character and description whatsoever (i) other than “Permitted Liens” as such term is defined in Section 2.6), except as otherwise provided in this Agreement (all of which are collectively referred to herein as the “Assets”): A. All of Seller’s right, title and interest interest, including any participation interest, in the loans, including overdrafts (not to exceed $1,000 in any one account and being less than three (3) Business Days outstanding) associated with deposit accounts being assumed pursuant to Section 1.3, and other extensions of credit listed on Schedule 1.1(A) (as such Schedule may be updated in accordance with Section 1.7), as of the Effective Time (each, a “Loan” and collectively, the “Loans”); B. All rights of Seller under safe deposit contracts and Seller's affiliates leases set forth on Schedule 1.1(B) (as such Schedule may be updated in accordance with Section 1.7), for the safe deposit boxes located at the Branches as of the Effective Time (the “Safe Deposit Contracts”); C. All books, records (including computer records and core system information), files and documentation relating to the businesses Assets and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements Liabilities (as defined in Section 13(t1.3)) included in Attachment I, subject to changes in the ordinary course form and manner kept by Seller, whether or not in electronic format (collectively, the “Records”), including, but not limited to: (i) Signature cards, orders and contracts between Seller and its depositors, and records of businesssimilar character with respect to the Deposits; (ii) Loan files, collateral records, and credit files relating to the Loans, including but not limited to all promissory notes, loan agreements, guaranty agreements, security and pledge agreements, and other contracts, agreements, records and documents evidencing or otherwise pertaining to the Loans (the “Loan Documents”); and (iii) The Safe Deposit Contracts. D. All cash on hand at the Branches as of the close of business on the Closing Date, including vault cash, pxxxx cash, tellers’ cash, cash in automated teller machines, and cash items in the process of collection (collectively, the “Cash on Hand”); E. The real property described on Schedule 1.1(E) upon which the Lxxxxx Xxxxxx is located, including any easement, license, or real property right associated therewith, and all improvements to such property purchased, installed, or constructed by or on behalf of Seller and used in connection with the operation or maintenance of such Branch, including, without limitation, buildings, structures, parking facilities, and drive-in teller facilities (collectively the real property set forth in Attachment II hereto (the "“Real Property") and the permanent structures ”); F. All furniture, fixtures, equipment, and other improvements thereon tangible personal property owned or leased by Seller (relating to the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as Branches set forth on Attachment VIII Schedule 1.1(F) ("Subsidiaries"collectively, the “Branch Personal Property”), together with all assignable warranties and maintenance and service agreements pertaining to the assetsBranch Personal Property but excluding signage bearing Seller’s name, Contracts logo, or service mxxx; G. All rights of Seller as lessee under the lease (the “Branch Lease”) associated with the Mxxxxxxx Branch and systems constituting all leasehold improvements thereto (the “Leasehold Improvements”); H. All rights of Seller under agreements for merchant services and all merchant relationships associated with the Branches; and I. With regard to each Deposit account, generally known as IRAs, Keoghs, or SEPs, maintained by a customer for the stated purpose of the accumulation of funds to be drawn upon at retirement (IRAs, Keoghs, and SEPs are hereinafter referred to as “Custodial/Fiduciary Accounts”), all of Seller's credit card systems (including co-branded cards) ’s right, title and any other interest in and to the related plan or trustee/custodian arrangements, and in and to all assets owned held by Seller which are part pursuant thereto; provided, however, that such assignment is subject to the consent of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined interest holder as provided in Attachment IX (hereinafterSection 9.18 of this Agreement. Buyer shall succeed to all rights, title, benefits and interests of Seller in and to the "Inventory")Assets as of the Effective Time, and shall be entitled to receive all benefits therefrom as if Buyer had itself acquired such assets. To the extent that any Safe Deposit Contract may not be assigned without the consent of any person which has not been obtained as of Closing, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a default thereof. If any required consent applicable to a Safe Deposit Contract is not obtained prior to the Closing, or if any attempted assignment would be ineffective so that Buyer would not in effect acquire the benefit of such rights, then Buyer and Seller shall enter into a commercially reasonable arrangement for Seller to act after the Closing as Buyer’s agent in order to preserve and obtain for Buyer the benefits thereunder, and such commercially reasonable arrangement shall be designed to transfer the economic costs of such benefits to Buyer.

Sale and Purchase of Assets. (a) At the Closing (as defined below)Closing, the Seller shall will sell, transfer, assign assign, convey, set over and deliver to the Purchaser, and the Purchaser shall purchase will purchase, acquire and acquire accept from Seller, the Seller all of (i) the right, title and interest of the Seller and Seller's affiliates in and to the businesses and assets all of the Products Company assets, rights and properties of XxXxxxxxx Xxxxx, other than the Excluded Assets, that are owned or leased by the Seller primarily in connection with the conduct of the Business (collectively, the "76 AssetsPURCHASED ASSETS") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") following assets, rights and the permanent structures and other improvements thereon properties owned or leased by the Seller as of the Closing Date and primarily associated with the Business: (a) all machinery, equipment, motor vehicles, tools, dies, spare parts, furniture and fixtures, leasehold improvements, automobiles, trucks, non-inventoried supplies and other miscellaneous tangible personal property related to, used or held for use in connection with the Business as of the Closing Date including those assets listed on Schedule 2.1(a) that are not located at the Facility (collectively the "EQUIPMENT"); (b) all inventories of raw materials, work in process, finished products, goods, spare parts, replacement and component parts, and office, packaging and other supplies located at the Facility (collectively, the "INVENTORIES"); (c) all accounts and notes receivable and other current assets (other than the Inventories) of the Business, including without limitation all trade and other debts owed to the Seller in connection with the operation of the Business prior to the Closing Date; (d) the benefit of (but subject to the burden of) all contracts, agreements, leases, commitments, instruments, guaranties, bids, orders and proposals to which the Seller is a party primarily in connection with the Business as of the Closing Date, including the Assumed Contracts, but excluding all corporate-wide purchasing arrangements which relate generally to the Business and other divisions or business units of the Seller or any of its Affiliates and any other arrangements with other divisions or business units of the Seller or any of its Affiliates. Schedule 2.1(d) to this Agreement contains a complete list of all such contracts and other agreements to be transferred to the Purchaser hereunder (collectively, the "CONTRACTS"); (e) to the extent legally assignable, all Permits held by the Seller in connection with the Business as of the Closing Date; (f) all books, records (other than personnel records unless consented to by the relevant Employees), ledgers, files, documents, correspondence, lists, plats, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller primarily in connection with the Business which are material to continuing the operation of the Business as a going concern; (g) the real property owned by the Seller described on Schedule 4.8 of the Disclosure Schedules, together with all buildings, structures, improvements and fixtures and fittings located on or attached to such real property, and all rights appurtenant thereto (the "ImprovementsOWNED REAL PROPERTY"); (h) Intellectual Property used by the Seller and relating primarily to the Business, including the pipelines described in Attachment III hereto Seller's right to use the name "XxXxxxxxx Xxxxx" and the patents identified on Schedule 4.10; (i) all prepaid items, deposits and other similar rights to future services or goods of the Seller relating to the Business (the prepaid items, deposits and other similar items to be conveyed to the Purchaser pursuant hereto are hereinafter collectively referred to as the "PipelinesPREPAID ITEMS"); (j) all rights of the Seller relating to the Business under express or implied warranties from suppliers with respect to the Purchased Assets to the extent the same are assignable; and (k) all other assets, whether tangible or intangible real or personal which exist on the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates Closing Date and which are primarily used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory")Business.

Sale and Purchase of Assets. (a) At the Closing (as defined below), -------------------------------- Seller shall sell, transfer, assign and deliver to Purchaser, and Purchaser shall purchase and acquire from Seller, all of (i) the right, title and interest of Seller and Seller's affiliates in and to the businesses and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory"). (b) Seller shall convey to Purchaser marketable fee simple title or its leasehold or other interests in and to the Real Property and the Improvements, subject only to the encumbrances and other exceptions set forth in Attachment X hereto and other encumbrances and liens, which together do not significantly adversely affect the use of the Real Property and Improvements as presently used by Seller, or otherwise as provided in Section 17 (the "Permitted Exceptions"). Purchaser shall have the right to obtain title insurance as provided in Section 17(d). Seller will use reasonable efforts, both pre-Closing and post-Closing, to resolve any curable defects in title appearing of record, and Purchaser shall cooperate in such efforts. (c) The Equipment and the Inventory shall be free and clear of any defect in title, and of any claim, charge, option, lien, chattel mortgage, security interest, encumbrance, reservation or restriction. (d) Seller shall assign to Purchaser the Contracts which are assignable, or otherwise make available the benefits thereof as provided in Section 9 hereof, and Purchaser agrees to assume, pay, perform and discharge when due Seller's obligations under the Contracts to the extent provided in Sections 7(a) and 7(b). (e) The assets conveyed to Purchaser by Seller hereunder shall include, without limitation, all of Seller's warranties, books, records, files and data relating to the 76 Assets. (f) Seller shall, after collection of its accounts receivable from the affected dealers and customers, transfer to Purchaser an amount of cash equal to the aggregate amount of dealer and customer deposits with respect to the obligations assumed by Purchaser pursuant to Section 7(a)(iii). (g) Seller shall transfer to Purchaser all notes receivable from distributors and dealers ("Self-Amortizing Notes").

Sale and Purchase of Assets. (a) At Subject to the terms and conditions --------------------------- set forth in this Agreement, on the Closing Date (as defined belowhereinafter defined), Seller shall hereby agrees to sell, convey, transfer, assign and deliver to PurchaserBuyer, and Purchaser shall Buyer hereby agrees to purchase and acquire from Seller, all of the following: (i) the right, title and interest all of Seller and Seller's affiliates in rights under orders pending at the close of business on the day before the Closing Date or arising thereafter ("Orders") including, but not (a) hereto (which exhibit shall be -------------- updated through the Closing Date to reflect new orders that have been shipped and to a revised Exhibit 1.1(a) shall be delivered by Seller at the businesses and assets Closing which -------------- shall show all Orders pending at the time of the Products Company Closing (the "76 AssetsClosing Date Orders Schedule") (other than Inventory described in clause )); (ii) below)all of Seller's furniture, constituting generally fixtures, equipment, computers and other personal property used in connection with the businesses and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course business of business, Seller including, without limitationbut not limited to, the real property those set forth in Attachment II hereto (on Exhibit 1.1(b)-1 hereto, ---------------- except with respect to leasehold improvements to the "Real Property") extent limited by the provisions of the Xxxxxx City Lease and the permanent structures and other improvements thereon owned or leased by Seller Hong Kong Lease, each as hereinafter defined (the "ImprovementsFFE"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, but excluding FFE set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned on Exhibit 1.1(b)-2 which shall be ---------------- retained by Seller or its affiliates and used in following the business Closing; (iii) any inventory for Orders that is on hand at time of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels Closing as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts")Exhibit 1.1(c) hereto, including those Material Contracts set forth work in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII process ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory")., -------------- which schedule shall be delivered by Seller to Buyer no later than three (3) business days immediately preceding the Closing Date; (iv) all of Seller's rights under the Vendor Orders (as hereinafter defined); (v) the security deposit (the "Xxxxxx City Security Deposit") held under the lease attached as Exhibit 1.1 (d) 1 hereto (the "Xxxxxx City Lease") ---------------- in the amount of U.S.$9,699.50, and subject to Section 5.5 below, the security deposit (the "Hong Kong Security Deposit" and together with the Xxxxxx City Security Deposit, the "Security Deposits") held under the lease attached as Exhibit 1.1

Sale and Purchase of Assets. (a) At On the basis of the representations, --------------------------- warranties, covenants and agreements contained in this Agreement and subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined belowin Section 1.2 hereof), the Seller shall sell, transferassign, assign transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire from the Seller, free and clear of all of (i) the right, title and interest of Seller and Seller's affiliates in and to the businesses and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements Liens (as defined in Section 13(t2.6(b) hereof) except as otherwise contemplated by Section 2.6 hereof, all of the assets of the Business associated with the Center, other than the assets listed on Schedule 1.1 (the "Excluded Assets")) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements")------------ --------------- all machinery, the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller supplies and furnishings used or its affiliates and used held for use in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property")Business, such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII Schedule 2.6(A) hereto (all of the foregoing, --------------- excepting only the Excluded Assets, being hereinafter referred to as the "SubsidiariesPurchased Assets"). As used herein, the assetsterm "Purchased Assets" shall also ----------------- include, Contracts and systems constituting without limitation of the foregoing: (a) all of the Seller's credit card systems accounts receivable, including past due Medicare receivables recorded as of the close of business on the date immediately preceding the Closing Date (as hereinafter defined) (it being understood that the obligation to collect the Medicare Receivables shall rest solely with Buyer) (including co-branded cards) and any other assets owned by Seller which are part related claims in respect of the Products Company or necessary to the conduct of its operationscollection thereof, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinaftercollectively, the "InventoryAccounts Receivable").; ------------------- (b) all leasehold improvements and tangible assets and properties of the Seller, including machinery and equipment, tooling, tools, furniture, office equipment, furnishings and fixtures; (c) all inventories, including finished products, work-in-process, materials, parts, accessories and supplies of the Seller; (d) all rights of the Seller arising from, in and to all Contracts (as defined in Section 2.8) listed in Schedule

Sale and Purchase of Assets. (a) At the Closing (as defined below)Closing, the Seller shall will sell, transfer, assign assign, convey, set over and deliver to the Purchaser, and the Purchaser shall purchase will purchase, acquire and acquire accept from Seller, the Seller all of (i) the right, title and interest of the Seller and Seller's affiliates in and to the businesses and assets all of the Products Company assets, rights and properties of Fluid Systems used in substantial part or with a principal purpose of use or disposition in connection with the Business, other than the Excluded Assets (collectively, the "76 AssetsPURCHASED ASSETS") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the following assets, rights and properties: (a) all machinery, equipment, and motor vehicles set forth on Schedule 2.1(a) of the Disclosure Schedules and all tools, dies, spare parts, furniture, fixtures and leasehold improvements, used or held for use solely in connection with the Business as of the Closing Date; (b) all of the issued and outstanding capital stock of Stromsholmen AB as set forth on Schedule 2.1(b)(i) of the Disclosure Schedules (collectively, the "SHARES") to be purchased by Xxxxxx Sweden; (c) the real property set forth in Attachment II hereto owned by the Seller identified on Schedule 2.1(c)(i) of the Disclosure Schedules (the "Real PropertyOWNED REAL PROPERTY") and the permanent structures and other improvements thereon owned or Seller's interest in the real property leased by the Seller described on Schedule 2.1(c)(ii) of the Disclosure Schedules (the "ImprovementsLEASED REAL PROPERTY"); (d) all accounts receivable of the Seller arising from the operation of the Business; (e) all inventories of raw materials, work in process, finished products, goods, goods and products held by third parties under consignment, spare parts, replacement and component parts, and office, packaging and other supplies (the "INVENTORIES"); (f) those contracts, agreements, leases, commitments, instruments, distribution and representative agreements, software licensing agreements, hardware and software support agreements, PC support agreements, system support agreements, communication and other services agreements, consulting and employment agreements, guaranties received, bids, orders and proposals set forth on Schedule 2.3(a)(ii) of the Disclosure Schedules to the extent in effect in connection with the Business as of the Closing Date (the "CONTRACTS"), excluding all corporate-wide purchasing arrangements which relate generally to the pipelines described in Attachment III hereto (Business and other divisions or business units of the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or any of its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) Affiliates and any other assets owned by Seller which are part arrangements with other divisions or business units of the Products Company Seller or necessary any of its Affiliates; (g) to the conduct extent legally assignable, all Permits held by the Seller in connection with the Business as of its operationsthe Closing Date; (h) all books, records (including personnel records provided that such personnel records are used by the Purchaser in compliance with Law), customer lists, ledgers, files, documents, correspondence, lists, plans, drawings, creative materials, advertising and promotional materials, studies, reports and other printed or written materials used or held for use by the Seller primarily in connection with the Business and are material to continuing the operation of the Business as a going concern; and (i) all of the Seller's rights to the Intellectual Property used by Fluid Systems and relating primarily to the Business, including normal spare parts (i) the Seller's right to use the names "Xxxxx," and service station merchandise and certain tank bottoms and linefill; "Xxxxxx," and (ii) the Products Company inventories of hydrocarbonspatents, usable catalysts patent applications and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory")trademarks identified on Schedule 4.11.

Sale and Purchase of Assets. (a) At Upon the Closing terms and subject to the conditions of this Agreement, Seller hereby sells, transfers and delivers to Buyer the Assets (as defined below)) and Buyer hereby purchases the Assets from Seller for the consideration set forth in Section 2 hereof. As used herein the term "Assets" shall mean the following assets of the Business: All accounts receivable of the Business as of the Effective Date or earned thereafter in the ordinary course, Seller shall sellincluding all receivables identified on Schedule 3.7; All supplies, transfermachinery, assign furniture, furnishings, motor vehicles, equipment and deliver to Purchaser, other personal property and Purchaser shall purchase and acquire from Sellertangible assets located at the Business or used exclusively by the Business regardless of location; To the extent assignable, all of (i) the right, title and interest in, to and under all purchase orders, sales agreements, equipment leases, distribution agreements, licensing agreements and other contracts, agreements and commitments ("Contracts") of Seller the Business, including those set forth on Schedule 1.1(c); Prepaid expenses; Copies of all books and Seller's affiliates in and records exclusively relating to the businesses Business or the Assets (including such books and records as are contained in computerized storage media), including all inventory, purchasing, accounting, sales, export, import, manufacturing, marketing, banking and shipping records and all files, contractor, consultant, customer/client and supplier lists, records, literature and correspondence, and marketing materials excluding tax returns; The lease (the "Connecticut Lease") related to the facility at 0000 Xxxxxxxxxxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxxxxx 00000; The three leases (the "New Jersey Leases") related to the facilities at 000 Xxxxxxxxx Xxxxx, Xxxxxx 0, 0 and 8, Xxxxxxxxxx, Xxx Xxxxxx 00000; The lease (the "Florida Lease") related to the facility at Xxxxxx Xx. 000, 000 Xxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxx 00000; Any other assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets Business which are of a nature not customarily reflected in the Audited Financial Statements books and records of a business, such as assets which have been written off for accounting purposes but which are still used by or of value to the Business; To the extent assignable, all permits, licenses and authorizations (as "Authorizations") associated with the Business and its operations which are identified on Schedule 1.1(j); All intangible assets and goodwill exclusively related to the Business and its operations; All deposits in the hands of third parties; and All other assets of the Business exclusively related to the Business and its operations other than "Excluded Assets" defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory")1.2.

Sale and Purchase of Assets. (a) At On the Closing Date (as defined belowhereinafter ---------------------------- defined), Seller shall agrees to sell, transfer, assign and deliver to PurchaserBuyer, free and clear of all liens and encumbrances, and Purchaser shall purchase Buyer agrees to purchase, assume and acquire accept from Seller, all of (i) the right, title and interest of Seller and Seller's affiliates in and to all of the businesses and assets of the Products Company Seller of every nature and description, both tangible and intangible, except as explicitly excluded in Paragraph 2 of this Agreement (the "76 Assets"), including without limitation the following: (a) The leasehold interests described on Schedule 6(f) (the "Leases") and all leasehold improvements relating thereto. (b) All operating assets and properties of every nature, kind and description owned by Seller including, without limitation: (i) all computer, telecommunications and other, equipment, furniture, fixtures, supplies and other than Inventory described in clause tangible personal property; (ii) below)all customer and supplier lists, constituting generally price lists, files, books and records, ledgers, sales orders and acknowledgments, customer files and account histories, sales literature and promotional materials, and any other data relating to the businesses operation of the Business. Seller can retain copies as necessary for its records and Buyer will make originals available if requested by Seller; (iii) all operating data including, without limitation, software manuals and other technical papers; and (iv) all deposits and prepaid assets reflected in and expenses relating to the Audited Financial Statements Assets. (as defined in Section 13(t)c) included in Attachment IAll intangible assets of every nature, subject to changes in the ordinary course of businesskind and description, including, without limitation, the real property set forth in Attachment II hereto : (the "Real Property"i) and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business all of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary rights to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and name "Pro Tel Marketing Inc."; (ii) all trademarks, service marks, logos, trade or brand names, fictitious names, copyrights and any applications therefor; (iii) all patents, patent applications, trade secrets and processes, software inventions, discoveries, designs, improvements, technology, and all other technical data, and all written, printed and other tangible materials embodying or containing any of the Products Company inventories foregoing; (iv) all rights to operate the Business as a going concern, to hire any present employees, and to do business with all present customers and suppliers; (v) all right and interest to and in any goodwill; (vi) all telephone numbers and telephone advertising listings and related agreements; (vii) all licenses, permits and approvals that are transferable or assignable; and (viii) all of hydrocarbonsSeller's rights, usable catalysts powers, privileges and precious metals in storehouses, whether onsite claims under all Seller Agreements (as hereinafter defined) excluding life and disability insurance policies on or offsite, determined as provided in Attachment IX (hereinafter, for the "Inventory")benefit of the Principals.

Sale and Purchase of Assets. (a) At On the basis of the --------------------------- representations, warranties, covenants and agreements contained in this Agreement and subject to the terms and conditions set forth in this Agreement, on the Closing Date (as defined belowin Section 1.2 hereof), Seller Sellers shall sell, transferassign, assign transfer and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire from SellerSellers, free and clear of all of (i) the right, title and interest of Seller and Seller's affiliates in and to the businesses and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements Liens (as defined in Section 13(t2.5(b) hereof) except as otherwise contemplated by Section 2.5(b) hereof, all of the assets of the Business associated with the Centers, other than the assets listed on Schedule 1.1 (the "Excluded Assets")) included in Attachment I, subject to changes in the ordinary course of business), including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") ------------ --------------- all machinery, equipment and the permanent structures and other improvements thereon owned furnishings used or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller held for use exclusively or its affiliates and used primarily in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property")Business, such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII Schedule 2.5(A) hereto (the Business --------------- and all of the foregoing, excepting only the Excluded Assets, being hereinafter referred to as the "SubsidiariesPurchased Assets"). As used herein, the assetsterm "Purchased ---------------- Assets" shall also include, Contracts without limitation of the foregoing: (a) all warranties and systems constituting Seller's credit card systems claims or potential claims against Sellers' suppliers or lessors with respect to any assets included in the Purchased Assets to the extent said warranties and claims may be assignable; and (b) all names, trademarks, contractual rights, telephone numbers, assignable Licenses (as defined in Section 2.6), books and records, business and good will of Sellers relating to the Business and the Purchased Assets; and (c) all of Sellers' accounts receivable arising out of services performed by Sellers on or prior to the business day immediately preceding the Closing Date at the Centers (including co-branded cardsany related claims in respect of the collection thereof) (the "Accounts Receivable"); and ------------------- (d) the rights to any other assets owned and all Contracts (as defined in Section 2.7) listed in Schedule 1.4 as Contracts to be assumed by Seller which are Buyer (the "Assumed ------------ ------- Contracts"); and --------- (e) in addition, as an integral part of the Products Company or necessary to the conduct of its operations, including normal spare parts Purchased Assets and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals which Buyer is relying on in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafterentering into this Agreement, the "Inventory")restrictive agreements that the Sellers, the Stockholder and Executive shall herein agree to in Article 8.

Sale and Purchase of Assets. A. Sale and Transfer of Assets. Upon the terms and subject to the --------------------------- conditions set forth in this Agreement, at the closing provided for in Article V hereof (a) At the Closing (as defined below"Closing"), Seller Xxxxxxxx shall sell, assign, transfer, assign convey and deliver to PurchaserPurchasers, and Purchaser Purchasers shall purchase purchase, acquire and acquire accept from Seller, Xxxxxxxx all of (i) the Xxxxxxxx'x right, title and interest of Seller and Seller's affiliates in and to the businesses following assets (hereinafter collectively referred to as the "Assets"): (1) All of the trademarks, trade names and service marks, including registrations and applications, listed on Schedule I attached hereto ---------- and made a part hereof (hereinafter collectively referred to as the "Trademarks"), together with the goodwill associated therewith; (2) All formulae, manufacturing instructions, batch formulations, technologies, analytical methods, trade secrets, know-how, active raw material specifications for Xxxxxxxx sourced ingredients, and product specifications pertaining to the Products (hereinafter collectively referred to as the "Technical Information") and all notebooks, records, reports, databases (regarding stability results, release results and assay results) and other written documentation which contain or embody the Technical Information; (3) The manufacturing equipment and packaging assets owned by Xxxxxxxx that are used in the manufacture of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, without limitation, the real property set forth in Attachment on Schedule II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements")collectively, the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), located at the intellectual property owned by Seller contract ----------- manufacturing facilities identified on such Schedule, and any associated warranty rights applicable to such manufacturing equipment, to the extent that Xxxxxxxx is permitted to transfer such rights; (4) All items of inventory as of the Closing relating to the Business or its affiliates the Products, including work in progress, finished product or raw materials, and packaging supplies, promotional display racks and other sales aids, wherever located (the "Inventory"), and all of Xxxxxxxx'x artwork, advertising copy and promotional materials used in the business Business or the sale of the Products; (5) All customer and vendor lists relating to the Business or the Products; (6) All of Xxxxxxxx'x files, documents, books, records and other data (including, without limitation, marketing information and market research studies) relating to the Business or the Products Company as set forth and any extensions thereof or to any discontinued versions of the Products; (7) All rights of Xxxxxxxx under or pursuant to all warranties, representations and guarantees or otherwise from or against manufacturers to the extent relating to the Business or the Products or affecting the Assets; and (8) The agreements and purchase orders listed on Schedule III ------------ hereto and all additional purchase orders from Xxxxxxxx to third-party manufacturers relating to the Products entered into in the schedules ordinary course of business after the date hereof and prior to Attachment XV hereto the Closing (the "Intellectual Property")collectively, such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"). Notwithstanding the foregoing, including those Material Contracts set forth the Assets referred to in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII clauses ("Subsidiaries"2), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards4) and (6) above shall not include any Technical Information, artwork or other assets owned by Seller which are part of the Products Company information or necessary documentation relating exclusively to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite bar or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory")other food products.

Sale and Purchase of Assets. (a) At On the Closing Date (as defined below)hereinafter defined) and subject to the terms and conditions contained in this Agreement, Seller shall sell, transfer, assign and deliver to PurchaserBuyers, and Purchaser Buyers shall purchase purchase, assume and acquire accept from Seller, free and clear of all of (i) the liens and encumbrances, all right, title and interest of Seller and Seller's affiliates in and to all of the businesses assets owned by Seller (the "Assets"), including, but not limited to the following: (a) Seller's interest in the forty-six (46) existing leases for Seller's kiosk stores listed in Schedule 1(a) attached hereto, and any other locations obtained, including Palisades and Brass Mill (with PPI's consent) prior to the Closing Date (the "Stores"). (b) Any and all leasehold improvements, fixtures, benches, point-of-sale registers, stools, safes, security panels and existing security systems at the Stores. (c) All Seller's inventory, including items in lay-away, which is in good salable condition normally sold in the Stores, excluding broken or damaged goods (collectively, the "Inventory") and the supplies of Seller, including all Inventory of the Business delivered up to the Closing Date. (d) All trademarks, service marks, trade names including without limitation the trade name Silver & Gold Connection, logos and other intellectual property of Seller, customer records relating solely to the Assets (except for corporate records), but including 2 without limitation, inventory reports, sales records and operating reports of Seller for the last two (2) years to the extent reasonably available, manuals, price lists, customer lists, supplies and other related assets of the Products Company Business as a going concern (including the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses SWP Boxes and assets reflected in the Audited Financial Statements Bags (as defined in Section 13(t)3 below) included to be drop shipped to one site in Attachment Iaccordance with PPI's instructions. (e) All Store and home office computers, subject to changes in the ordinary course of businesssystems, including, without limitation, the real property set forth in Attachment II hereto (the "Real Property") and the permanent structures software equipment and other improvements thereon owned or leased by Seller (the "Improvements")home office furniture, the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries supplies and other entities included in the operations of the Products Company as set forth on Attachment VIII assets ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory"extent not excluded pursuant to Section 2).

Sale and Purchase of Assets. (a) At Upon the Closing (as defined below)terms and subject to the conditions of this Agreement, at Closing, Seller shall sell, transfer, and assign and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase and acquire from Seller, free and clear of all claims, liabilities, encumbrances, liens and security interests of any kind whatsoever, the Business as a going concern, and all of (i) the rightSeller's rights, title title, and interest of Seller and Seller's affiliates in and to the businesses and following assets of the Products Company (the "76 Assets"): 1.1 All franchise agreements and license agreements for open units, along with any sublease, collateral assignment of lease, security interest or personal guaranty granted in connection with the foregoing (the "Franchise Agreements") and selected Area Developer Agreements along with any personal guaranty granted in connection with the foregoing (other than Inventory described in clause (ii) belowthe "Developer Agreements"), constituting generally the businesses including but not limited to those set forth on Schedule 1.1; 1.2 All non-compete agreements entered into between Seller, and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment I, subject to changes in the ordinary course of business, including, including without limitation, any franchisee, licensee, area developer, and certain management employees or otherwise for the real property benefit of Seller, including those set forth in Attachment II hereto on Schedule 1.2; 1.3 All management agreements, or other contracts pursuant to which Seller manages the business of any franchisee, licensee or area developer (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "ImprovementsManagement Agreements"), including those set forth on Schedule 1.3; 1.4 All accounts receivable, notes receivable, and any other amounts due to Seller at Closing and amounts earned but not yet billed for goods sold and delivered before Closing along with any security interest or personal guaranty granted in connection with the pipelines described foregoing; 1.5 All inventory wherever located, including but not limited to inventory located in Attachment III hereto Seller's distribution warehouse and in company-owned stores; 1.6 All equipment, machinery, furniture, fixtures, leasehold improvements and any other fixed assets including, but not limited to, all such assets owned or used by Seller in the Business and identified on Schedule 1.6 and reflected on Seller's Balance Sheet dated June 30, 2002, or which hereafter have been acquired prior to Closing, including any such assets used in connection with Seller's operation of the Dayton Mall store location, except the real estate lease; 1.7 All intellectual property owned, licensed or used by Seller including, but not limited to, all patents, patent applications, inventions, trade names, trademarks, service marks, copyrights, logos, trade secrets (the "Pipelines"including all print and electronic copies of training and operations manuals, system or franchise recruitment advertising and similar items), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the marketing plans and any other intangible or intellectual property owned by Seller related to or its affiliates and used in the business of Products Company as Business, including those items set forth in the schedules to Attachment XV hereto on Schedule 1.7 (the "Intellectual Property"); 1.8 Seller's web site and internet domain, such transfer name extranet, or intranet system and current hosting agreements and/or maintenance agreements, including but not limited to be made in those set forth on Schedule 1.8; 1.9 Seller's telephone and facsimile numbers for the Business and any other form of an assignment communication through which franchisees and customers reach Seller, including those set forth on Schedule 1.9; 1.10 All customer contracts, agreements, purchase orders, warranties, files, lists, invoices, sales journals and records of the customers of the Business, including ClubMoto materials and lists, all customer or license as specified in Section 8(a)prospecting lists, the three oceangoing vessels as described lists of franchisee lead inquiries, lists of potential franchisee prospects and lists of suppliers, including those set forth on Attachment VI Schedule 1.10; 1.11 Seller's supply contract with (A) Kodak dated September 17, 2001 (the "VesselsKodak Supply Agreement"); (B) Agfa dated June 1, 2002 (the "Agfa Supply Agreement"); and (C) verbal agreement with Trebla (the "Trebla Supply Agreement"), the contracts copies of which are attached as Schedule 1.11, and franchises of the Products Company (the "Contracts")all franchisee executed supply agreements for Kodak, Agfa and Trebla products and all agreements requiring any franchisee to purchase products or supplies from Seller; and 1.12 All books and records in paper and electronic form, including those Material Contracts set forth in Attachment VII heretoaccounts receivable ledgers, all investments in subsidiaries employment records, and other entities included in property, files, agreements, contracts, intellectual property, and other information or assets which could reasonably be required for the operations continued operation of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory").Business;

Sale and Purchase of Assets. (a) At On the Closing (as defined below)terms and subject to the satisfaction or waiver of the conditions of this Agreement, at the Closing, the Seller shall sell, convey, transfer, assign and deliver to PurchaserAVTEAM Sub, and Purchaser AVTEAM, through AVTEAM Sub, shall purchase purchase, acquire and acquire from Selleraccept delivery of, all of (i) the Seller's right, title and interest of Seller and Seller's affiliates in and to the businesses and assets all of the Products Company assets, properties, improvements and other rights which are owned, leased, licensed or otherwise Used by the Seller in connection with the operation of the Business as of the Closing Date, including without limiting the generality of the foregoing: (a) all cash, cash equivalents, certificates of deposit and securities (including all pettx xxxh, deposit and demand accounts in financial institutions and money market investments). A more detailed list of items included under this Section 2.1(a) shall be set forth on Schedule 2.1(a) hereto; (b) all trade accounts receivable arising from the "76 Assets"provision of services, sale of inventory, notes receivable and insurance proceeds receivable (including without limitation, any claims, remedies and other rights related thereto) evidencing rights to payment through the Closing Date (other than Inventory described the Excluded Assets referred to in clause Section 2.7 hereof). A more detailed list of items included under this Section 2.1(b) shall be set forth on Schedule 2.1(b) hereto (iicollectively, the "Receivables"); (c) belowall inventories of raw materials, work-in-process, finished goods, purchased parts, component parts, spare parts, gas turbine engines held for spare parts, inventory related paperwork and repair tags (including those traceable to the original aircraft engine from which parts, components or modules were removed) and related inventory items. A more detailed list of items included under this Section 2.1(c) shall be set forth on Schedule 2.1(c) hereto (collectively, the "Inventories"); (d) all assumable prepaid items for which the Purchaser would receive an economic benefit following the Closing Date, including all security and leasehold deposits reflected on Schedule 2.1(d) hereto (collectively, the "Deposits"); (e) all machinery, equipment, owned gas turbine engines (including gas turbine engines held for lease, if any), constituting generally the businesses molds, tooling, jigs, dies, measuring and assets reflected in the Audited Financial Statements (as defined in Section 13(t)) included in Attachment Icalibrating devices, subject to changes in the ordinary course test cell equipment, automobiles and other vehicles, files, systems, furniture, fixtures, shelving and racking, office equipment, computers, computer equipment, computer software and computer systems, library of businessengine manuals and repair books and catalogs, includingrecords and engine repair procedures and leasehold improvements, including without limitation, the real property set forth in Attachment II those items listed on Schedule 2.1(e) hereto (collectively, the "Real PropertyFixed Assets"); (f) all patents, patent applications, trademarks, copyrights, trade names, all variants thereof and the permanent structures goodwill associated therewith, trade secrets, engineering drawings, blue prints, know-how, trade secrets, technical information and other improvements thereon owned or leased by Seller (the "Improvements")related assets, the pipelines described in Attachment III including without limitation, those items listed on Schedule 2.1(f) hereto (the "Pipelines")collectively, the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"); (g) all customer lists, such transfer vendor lists, referral lists, domestic and foreign certificates and certifications, including without limitation (but only to be made in the form of an assignment or license as specified in Section 8(aextent transferable), Federal Aviation Administration ("FAA") and Joint Aviation Authorities ("JAA") certificates or authorizations, whether or not listed on Schedules to this Agreement, franchises, Permits, licenses, telephone numbers, brochures, advertising materials and data, restrictive covenants, chooses in action and similar obligations owing to the three oceangoing vessels as described on Attachment VI (the "Vessels")Seller from present and former shareholders, the contracts officers, employees and franchises of the Products Company (the "Contracts")agents, including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the proprietary intangible assets, Contracts whether or not confidential, and systems constituting Seller's credit card systems all books, records, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence and memoranda (including co-branded cards) all personnel and any other assets owned by Seller which are part payroll records of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory").all

Sale and Purchase of Assets. (a) At In exchange for the Closing (as defined below)consideration specified herein, and on the terms and subject to the conditions and based upon the representations, warranties and agreements of the parties hereinafter set forth, Purchaser hereby agrees to purchase from Seller, and Seller shall hereby agrees to grant, sell, transferconvey, assign and deliver to Purchaser, all of the property and Purchaser shall purchase and acquire from assets (the "Assets") of Seller, all of other than the Excluded Assets. The Assets shall include, without limitation, the following: (i) all radio paging licenses issued by the rightFCC ("FCC Licenses"), title and interest of Seller and Seller's affiliates in and all files relating to the businesses FCC Licenses and assets of correspondence with the Products Company (the "76 Assets") (other than Inventory described in clause FCC, as set forth on Schedule 2(a)(i); (ii) belowall machinery, including but not limited to the machinery listed on Schedule 2(a)(ii); (iii) all paging transmission equipment (the"Equipment"), constituting generally spare parts and maintenance manuals for the businesses Equipment ("Spare Parts"), any and assets reflected in all rights of Seller under warranties covering such Equipment and parts, and all contracts for maintenance or servicing of the Audited Financial Statements Equipment; (as defined in Section 13(t)iv) included in Attachment Ifurniture, subject to changes in the ordinary course of businessfixtures, computer and other office equipment and supplies located on any Premises, including, without limitation, the real property computer hardware listed on Schedule 2(a)(iv); (v) the Telephone Number Inventory and office telephone and other utility services of the Business; (vi) all Accounts Receivable; (vii) the customer lists listed on Schedule 2(a)(vii) ("Customer List"), which Seller represents and warrants are the only customer lists relating to the Business, and all other books and records relating to the Business, other than the Excluded Assets (to the extent they so relate); (viii) all the Leases and Personal Property Leases; (ix) the Inventory; (x) all trade names, trademarks, service marks or other identifying names used by Seller or the Predecessor Entity in the Business, and all goodwill related thereto (collectively, the "Trade Names"); (xi) the Billing Software; (xii) goodwill of Seller; (xiii) all other assets, properties and rights of Seller used in or pertaining to the Business, other than the Excluded Assets. All of the Assets will be acquired by Purchaser free and clear of all security interests, mortgages, pledges, liens, claims, encumbrances and any other third party rights (collectively,"Liens") except as otherwise set forth in Attachment II hereto (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"), the pipelines described in Attachment III hereto (the "Pipelines"), the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer to be made in the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller which are part of the Products Company or necessary to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and (ii) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory")this Agreement.

Sale and Purchase of Assets. (a) At 1.1.1 Subject to the Closing terms and conditions of this Agreement and in consideration for Buyer’s covenants in this Agreement, entry into the Backhaul Services Agreement, the assumption of the Assumed Liabilities (as defined below), Seller the reimbursement by Buyer to Parent of the Subsequent Rent Amounts (as defined below in Section 4.11, below) in accordance with the terms of Section 4.11, below, and the reimbursement by Buyer to Parent of the Security Deposits Amount (as defined below in Section 3.8, below) to Parent in accordance with the terms of Section 6.1 (collectively, the “Purchase Price”) (as defined in Section 2.1, below), Parent and Company shall sell, assign, transfer, assign and deliver to Purchaserdeliver, and Purchaser convey, or cause to be sold, assigned, transferred, delivered, and conveyed, to Buyer, and Buyer shall purchase and acquire assume from Seller, all of Parent and Company: (ia) the leases or other right of entry or similar agreements listed on Schedule 3.7(a)(vi) of the Disclosure Schedules, together with all amendments and modifications thereto and the rights to any associated security deposits (collectively, the “Leases”), which constitute leases for every location that Buyer is using under the Services Agreement; (b) all rights to operate the Business at the Locations (as defined below) on and after the Closing Date; (c) the right to operate the WiFi access point equipment and associated controller software located in Parent’s data center and associated backend infrastructure at the locations identified on Schedule 3.7(a)(vi) of the Disclosure Schedules (the “Locations”) including the 2,320 WiFi access points associated with the backend infrastructure that constitutes the Hetnets Networks (all such WiFi access point equipment, backend infrastructure and the associated controller software shall be referred to collectively as the “Equipment” which shall expressly exclude the Towerstream Equipment); (d) all right, title and interest of Seller and Seller's affiliates in and to the businesses and assets of the Products Company (the "76 Assets") (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements Equipment and all manufacturer’s warranties on the Equipment; (as defined e) the Utility Services; (f) all fixed assets, equipment, furniture, fixtures, supplies and materials, which are located at or outside the Locations or used in Section 13(t)) included in Attachment I, subject to changes in connection with the ordinary course of businessBusiness, including, without limitation, all leasehold improvements and equipment, wherever located, as well as all permits and drawings for any remodels of Locations that are pending or currently contemplated; (g) deposits and prepaid amounts for the real property set forth Utility Services; and (h) all claims of Parent and Company against third parties, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, and all insurance benefits in Attachment II hereto each case related to any of the foregoing assets or related to the Assumed Liabilities (the "Real Property") and the permanent structures and other improvements thereon owned or leased by Seller (the "Improvements"as defined in Section 1.3, below), free and clear of all Encumbrances (items (a) through (h) are referred to collectively herein as the pipelines described in Attachment III hereto (the "Pipelines"“Assets”). 1.1.2 Parent and Company also shall sell, the equipmentassign, including spare partstransfer, set forth in Attachment IV hereto (the "Equipment")deliver, the intellectual property owned by Seller and convey, or its affiliates and used in the business of Products Company as set forth in the schedules to Attachment XV hereto (the "Intellectual Property"), such transfer cause to be made in sold, assigned, transferred, delivered, and conveyed, to Buyer, and Buyer shall purchase and assume from Parent and Company the form of an assignment or license as specified in Section 8(a), the three oceangoing vessels as described on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company (the "Contracts"), including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included in the operations of the Products Company as set forth on Attachment VIII ("Subsidiaries"), the assets, Contracts and systems constituting Seller's credit card systems (including co-branded cards) and any other assets owned by Seller following which are shall also be deemed to be part of the Products Company or necessary “Assets”: (i) all of Parent and Company’s contractor and business records and telephone numbers related to the conduct Business; (ii) all goodwill and other intangible assets associated with the Assets; (iii) all going concern value, if any, of its operationsthe Assets; (iv) all assignable Permits associated with the Assets or Business and all rights and incidents of interests therein; (v) copies of all of Parent’s and Company’s books, including normal spare parts records and service station merchandise files, written, electronic or otherwise relating to the Business, provided that Parent and certain tank bottoms and linefillCompany may maintain a copy of such items; and (iivi) all agreements associated with the Products Company inventories of hydrocarbonsAssets or the Business and all rights therein, usable catalysts and precious metals in storehousesall amendments, whether onsite or offsite, determined as provided in Attachment IX (hereinafter, the "Inventory")modifications and waivers with respect thereto.

Sale and Purchase of Assets. Subject to the terms and conditions --------------------------- of this Agreement, at the closing referred to in Section 3 (a) At the Closing (as defined below"Closing"), Seller shall sell, assign, transfer, assign convey and deliver to PurchaserBuyer, and Purchaser Buyer shall purchase purchase, acquire and acquire accept from Seller, all of (i) the Seller's right, title and interest of Seller and Seller's affiliates in and to the businesses and assets all of the Products Company (assets used in the "76 Assets") Business (other than Inventory described in clause (ii) below), constituting generally the businesses and assets reflected in the Audited Financial Statements (as defined Excluded Assets referred to in Section 13(t)1.2) included in Attachment Iwith such changes, subject deletions or additions thereto as may occur from the date hereof to changes the Closing in the ordinary course of businessbusiness and consistent with the terms and conditions of this Agreement (the "Assets"), including, without limitation, the following: (a) the real property set forth (including the land and buildings, improvements and structures located thereon and all appurtenances belonging thereto) leased by Seller and used in Attachment II hereto the Business all as described in Schedule 1.l(a) (the "Leased Real Property"); (b) all the furnishings, furniture, office supplies, vehicles, tools, machinery, test equipment and the permanent structures equipment and other improvements thereon assets owned or leased used by Seller in the Business including, without limitation, the Equipment listed on Schedule 1.1(b) some of which is located at the Morton Grove, Illinois plant (the "ImprovementsXxxxxx Grove Plant") of Xxxxx Xxxxxx Golf Company ("Xxxxx Xxxxxx"), the pipelines described in Attachment III hereto parent corporation of Seller (the "Pipelines")collectively, the equipment, including spare parts, set forth in Attachment IV hereto (the "Equipment"), the intellectual property owned by Seller or its affiliates and used in ; (c) all accounts receivable of the business including all accounting records of Products Company Seller, credit files, notes, guarantees and collateral relating thereto except as set forth in Section 6.22; (d) all quantities of inventory, including finished goods, raw materials and work-in-process used in the schedules to Attachment XV hereto Business (the "Intellectual PropertyInventory"); (e) all contracts, such transfer agreements, leases, arrangements and/or commitments of any kind which relate to be made in the form of an assignment or license as specified in Section 8(a)Business including, the three oceangoing vessels as described without limitation, those contracts listed on Attachment VI (the "Vessels"), the contracts and franchises of the Products Company Schedule 1.1(e) (the "Contracts"); (f) all files and documents relating to customers and vendors of the Business, including those Material Contracts set forth in Attachment VII hereto, all investments in subsidiaries and other entities included business and financial records, designs for all existing and planned products, files, books and documents relating to the Business; (g) all patents, trademarks, service marks, trade secrets, trade dress, know-how, product designs, specifications, manufacturing processes, copyrights or other proprietary information or rights, and trade names and applications therefor which are owned or used by Seller in the operations Business including, without limitation, those listed on Schedule 1.1(g), and all goodwill associated with the Business; (h) all municipal, state and federal franchises, licenses, authorizations, permits and licenses of the Products Company as set forth on Attachment VIII Business; ("Subsidiaries")i) all prepaid items, the assetsunbilled shipment costs and fees, Contracts unbilled costs and systems constituting Seller's credit card systems fees, deposits, except for tax prepayments; (j) all computer software and hardware (including co-branded cardssoftware licenses, documentation and related objects and source codes); and (k) and any other assets owned by Seller which are part of the Products Company or necessary Asset, except Excluded Assets, not referred to the conduct of its operations, including normal spare parts and service station merchandise and certain tank bottoms and linefill; and in clauses (iia) the Products Company inventories of hydrocarbons, usable catalysts and precious metals in storehouses, whether onsite or offsite, determined as provided in Attachment IX through (hereinafter, the "Inventory"j).