Common use of Sale and Purchase of Assets Clause in Contracts

Sale and Purchase of Assets. At the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase from Seller, and Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller), all of Seller’s and such Affiliates’ right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of all Liens, other than Permitted Liens, and in existence as of the Closing, but excluding the Excluded Assets (collectively, the “Acquired Assets”): (a) all Acquired Intellectual Property; (b) the goodwill of Seller’s business connected with, and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Property, and all renewals, extensions and reversions thereof; (d) the following Marks owned, used or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar to any of the foregoing; (e) all rights, claims and privileges related to any of the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”); (g) the tangible embodiments of the Acquired Designs, to the extent such designs are in Seller’s or its Affiliates’ possession or control; (h) the Liz Design Library; (i) the Monet Design Library; and (j) all Acquired Documentation.

Sale and Purchase of Assets. At the Closing, upon Upon the terms and subject to the conditions of set forth in this Agreement, Purchaser shall purchase from Sellerat the Closing, and but effective as of the Effective Time, Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign assign, transfer and otherwise transfer deliver to Purchaser (or an Affiliate Buyer, and Buyer shall purchase and acquire from Seller, free and clear of Purchaser designated prior to any Encumbrance other than the Closing by Purchaser to Seller)Permitted Encumbrances, all of Seller’s legal and such Affiliates’ beneficial right, title and interest (whether statutory, common law or otherwise) in and to the following, real and personal property and assets owned by Seller and used or otherwise arising in each case free and clear of all Liens, other than Permitted Liens, and in existence as connection with the conduct of the Closing, but excluding the Excluded Assets Business (collectively, the “Acquired Purchased Assets”):), including the following, but excluding in all cases the Excluded Assets: (a) all Acquired Intellectual PropertyEquipment, including the Equipment described on Schedule 2.1(a); (b) the goodwill of Seller’s business connected with, and symbolized by, the Acquired Intellectual Propertyall Inventories; (c) all Registered Intellectual Property, and all renewals, extensions and reversions thereofAccounts Receivable; (d) all prepaid expenses, deposits, credits with, and refunds due from, vendors or suppliers to the following Marks ownedBusiness, used or held for use by Seller in to the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar extent relating to any of the foregoingAssigned Contract; (e) all rights, claims and privileges related to any of Seller’s rights under the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are set forth listed on Schedule 2.1(f2.1(e) of the Disclosure Letter (collectively, the “Assigned Contracts”); (f) all Permits of Seller exclusively relating to the Business or any of the Purchased Assets, in each case to the extent transferable to Buyer by their terms or otherwise under Applicable Law; (g) the tangible embodiments telephone and facsimile numbers of the Acquired Designs, to the extent such designs are in Seller’s or its Affiliates’ possession or controlSeller listed on Schedule 2.1(g); (h) all guarantees, warranties, warranty rights, indemnities, claims and similar rights of Seller relating to the Liz Design LibraryPurchased Assets or the Business, whether xxxxxx or inchoate, known or unknown, contingent or non-contingent, and all related claims, credits, rights of recovery and set off; (i) all Intellectual Property, including the Monet Design Library; anditems listed on Schedule 2.1(i); (j) all Acquired Documentationother intangible rights and property of Seller relating to the Business, including going concern value and goodwill; and (k) originals or copies of all data and records related to the operation of the Business or the ownership or use of the Purchased Assets, including applicable customer records, research and development reports and records, production reports and records, service and warranty records, equipment logs, operating guides and manuals, accounting records, promotional materials, correspondence and other similar documents and records and, subject to Applicable Law, copies of all personnel records for the Employees hired by Buyer pursuant to Section 5.9(a), but excluding the corporate records of Seller specified in Section 2.2(g).

Sale and Purchase of Assets. At the Closing, upon the terms Company shall sell and subject transfer to the conditions of this AgreementBuyer, Purchaser and Buyer shall purchase from Sellerthe Company, and Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller), all of Seller’s and such Affiliates’ right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of all LiensEncumbrances (except for Permitted Encumbrances), other than Permitted Liensall of the Company’s assets, properties and business as a going concern relating to the Business of every kind, nature and description, wherever located and whether real, personal or mixed, tangible or intangible, in electronic form or otherwise, and whether or not having any value for accounting purposes or carried or reflected on or specifically referred to in existence as its books or financial statements, except for the Retained Assets. The properties, business, goodwill and assets of the Closing, but excluding Company relating to the Excluded Assets Business to be sold and transferred to Buyer hereunder (collectively, the “Acquired Purchased Assets”):) shall include the following: (a) all Acquired Intellectual Propertyof the Company’s machinery, equipment, components, parts, tooling, dies, jigs, spare parts, supplies and materials relating to the Business, as set forth on Schedule 2.1(a); (b) all of the goodwill Company’s inventories of Seller’s business connected withraw materials, work-in-process, parts, subassemblies and finished goods relating to the Business, and symbolized byall other materials and supplies to be used or consumed by the Company relating to the Business in the production of finished goods, wherever located and whether or not obsolete or carried on the Acquired Intellectual PropertyCompany’s books of account, including the items set forth on Schedule 2.1(b); (c) all Registered Intellectual Propertyof the Company’s other tangible personal property relating to the Business, including office furniture, office equipment and supplies, leasehold improvements, and computers and all renewalsrelated equipment, extensions and reversions thereofas set forth on Schedule 2.1(c); (d) the following Marks owned, used or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any all of the Acquired Trademarks and/or any of foregoing (in each of Company’s advance payments, rental deposits, prepaid items, surety accounts and other similar assets, claims, deferred charges, credits and claims for refund relating to the foregoing casesBusiness, but excluding such items as are primarily associated with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar directly related to any of the foregoingRetained Liabilities; (e) all rightsnotes and billed and unbilled accounts receivable and other rights to payments from customers of the Company, claims including trade accounts receivable from goods shipped, products sold or services rendered, vendor credits, and privileges the full benefit to all security for such accounts or rights to payment, and including the items set forth on Schedule 2.1(e); (f) except as set forth in Section 2.2, all of the Company’s books, records, manuals, documents, and books of account relating to the Business, whether inscribed on tangible medium or stored in electronic or other medium, including sales and credit reports, client, customer and supplier lists, literature, brochures, advertising material, maintenance records, service and warranty records, referral sources, research and development records, production records, equipment logs, operating guides and manuals, financial and accounting records, creative materials, advertising materials, promotional materials, studies, reports, correspondence and other similar documents, all rights to receive and retain mail and other communications relating to the Business, and, subject to Legal Requirements, copies of all personnel records; (g) all of the Company’s rights under all Contracts, including those identified on Schedule 2.1(g); (h) all of the Company’s intangible rights and property relating to the Business, including goodwill and rights in and to the name “RO Associates,” any Product names, and in any other trade name, trademark, fictitious name or service xxxx, or any variant of any of them, and any applications therefor or registrations thereof, and any other forms of Intellectual Property Assets, and all research related to the Business conducted by the Company, all development facilities and inventions and work-in-process a part thereof, all rights to the Company’s software, telephone numbers, facsimile numbers, e-mail addresses, Internet sites, Internet addresses and domain names thereof and other listings, including the items identified on Schedule 2.1(h); (i) all information, data, lists and documents related to all Persons to whom or to which the Company has sold or otherwise furnished Products, directly or indirectly, at any time (“Customer” or “Customers”), including related information as to the unit and dollar volume of such sales, the type of Products so sold or furnished, the method of distribution and other relevant marketing and product information for each Customer; (j) all unfilled purchase and sale orders relating to the Business; (k) to the extent permitted by Legal Requirements, all Governmental Authorizations relating to the Business, and all pending applications for issuance or renewal thereof, including the items identified on Schedule 2.1(k); (l) all of the Company’s rights to the Business, to the extent not described above, and all other assets that are owned by the Company and which are related to the Business; and (m) all of the Company’s claims, choses in action, causes of action and judgments, all express and implied warranties, guarantees, refunds, causes of action, rights of recovery, rights of set-off and rights of recoupment of every kind and nature and all existing and inchoate claims, rights and remedies related to any of the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right foregoing relating to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”); (g) the tangible embodiments of the Acquired Designs, to the extent such designs are in Seller’s or its Affiliates’ possession or control; (h) the Liz Design Library; (i) the Monet Design Library; and (j) all Acquired DocumentationBusiness.

Sale and Purchase of Assets. At the Closing, upon Subject to the terms and subject to the conditions of this AgreementAgreement (including Section 2.02 ), Purchaser at Closing Seller shall purchase sell, assign, transfer, convey and deliver to Buyer, and Buyer shall purchase, acquire, pay for and accept from Seller, and Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller), all of Seller’s and such Affiliates’ right, title and interest of Seller and its Affiliates in the Territory in, to and under the following assets, properties, privileges, claims and rights (whether statutorycollectively, common law or otherwise) in and to the following“Assets”), in each case free and clear of all LiensEncumbrances: (a) The Patents, other than Permitted LiensMarks, Trademark Registrations and Copyrights described in Schedule 2.01(a) , and all other Intellectual Property (including Trade Secrets) relating primarily to the Product (all such Assets described in existence the foregoing clauses, the “Assigned Intellectual Property”); (b) All Know-How that is (i) primarily related to the Product or the Business, (ii) contained within or comprising the Books and Records or (iii) used, useful or necessary in connection with the manufacture, packaging, labeling or testing of the Product as conducted by Seller or its Affiliates as of the Closingdate hereof, but excluding or in connection with the Excluded use, maintenance or operation of the Manufacturing Equipment by or on behalf of Seller or its Affiliates as of the date hereof, in each case solely for the Territory (except in connection with the exercise of Buyer’s rights in Section 2.01(g) to make or have made the Product outside the Territory) (all such Know-How described in clauses (i), (ii) and (iii), the “ Transferred Know-How ”); (c) All registrations, applications, approvals, licenses and permits relating to the Assets (including the Product) from the FDA and any other Governmental Authority in the Territory held in the name of Seller or any of Seller’s Affiliates (collectively, the “Acquired AssetsProduct Registrations”): (a), including those set forth on Schedule 2.01(c) all Acquired Intellectual Property; (b) the goodwill of Seller’s business connected with, and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Property, and all renewalssupplements thereto, extensions whether issued, pending, or in draft form, and reversions thereofall records, reports, data and other information primarily related to the Assets (including the Product) required to be kept under applicable Laws in the Territory and all correspondence to or from all Governmental Authorities in the Territory which relates primarily to the Assets (including the Product); (d) All current and archived books, computer data, records, files, documents, information, correspondence and data (audio, visual or print) in Seller’s possession or control to the following Marks ownedextent relating primarily to the Assets (including the Product) for the Territory, used or held including in each case as and to the extent relating primarily to the Assets for use by Seller the Territory, as applicable: research and development reports, studies, pre-clinical and clinical data, research and development data, lists of customers and suppliers of the Product in the Territory in any form or style: (i) any Xxxx that comprisesTerritory, consists miscellaneous records with respect to customers and supply sources, credit and collection records, adverse experience reports and files and data related thereto and all periodic adverse experience reports, files and data, and all other files, data and records related to pharmacovigilence matters, business development plans, advertising matter, catalogs, correspondence, mailing lists, photographs, sales and distribution materials and records, purchasing materials and records, manufacturing and quality control records and procedures, market materials, marketing and promotional materials, product literature, training materials, sale aids, research data, copies of or includes any Acquired Trademark; (ii) any combination all files relating to the filing, prosecution, issuance, maintenance, enforcement and/or defense of any Assigned Intellectual Property, master batch records, including change of control history, executed records for all lots, including those expired, product batch records, analytical methods and validation reports with respect to process, equipment and methods, product complaints, stability data and the Acquired Trademarks and/or any of foregoing history thereof, annual reports, annual product reports, FDA and internal audit reports, whether on paper or in electronic format (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element“Books and Records”); and (iii) any Xxxx confusingly similar to any of the foregoing; (e) all rights, claims The manufacturing equipment and privileges related to any of assets listed on Schedule 2.01(e) (the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for“Manufacturing Equipment”), and the right any warranty rights applicable to such Manufacturing Equipment (to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of extent the Acquired Intellectual Property in the Territory after the Closingsame are transferable); (f) all Contracts that grant the right to use or otherwise relate All customer and supplier relationships and goodwill primarily related to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”)Product; (g) All rights to market or have marketed, sell or have sold, promote or have promoted, distribute or have distributed the tangible embodiments Product in the Territory, and make or have made the Product in or outside of the Acquired DesignsTerritory, including, to the extent such designs are in Sellertransferable, all rights to reference Drug Master Files and other data for the Product’s or its Affiliates’ possession or controlactive pharmaceutical ingredients; (h) All claims, counterclaims, credits, causes of action, rights of recovery and rights of setoff and third party warranties, guaranties and similar contractual rights as to the Liz Design Library;third parties held by Seller or any Affiliate of Seller to the extent related primarily to the Assets; and (i) All other assets, properties, privileges, claims and rights of Seller and its Affiliates relating primarily to the Monet Design Library; and Product or the Business in the Territory (j) all Acquired Documentationexcept for Intellectual Property or Know-How, each of which is being sold, assigned, transferred, conveyed and delivered by Seller to Buyer pursuant to the other subparagraphs of this Section 2.01 ).

Sale and Purchase of Assets. At the Closing, upon the terms Seller shall sell, transfer and subject deliver to the conditions of this AgreementPurchaser, or cause to be sold, transferred and delivered to Purchaser, and Purchaser shall purchase from Seller, and Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller), all of Seller’s and such Affiliates’ right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of all Liens, Liens (other than Permitted Liens, and in existence as of the Closing, but excluding the Excluded Assets (collectively), the following assets used in the Business (the “Acquired Purchased Assets”): (a) all Acquired Intellectual All machinery, equipment, computers, hardware, fixtures, leasehold improvements, furniture, supplies, vehicles, tools, signage and other tangible personal property that (1) constitute the Facility and (2) are used in or necessary for, the operation of the Business as presently conducted or designed and configured, excluding only the tangible personal property set forth on Schedule 2.4 (collectively, the “Tangible Personal Property”); (b) the goodwill All rights of Seller’s business connected with, Seller to and symbolized by, the Acquired Intellectual Property; (c) under all Registered Intellectual Property, contracts and all renewals, extensions and reversions thereof; (d) the following Marks owned, used or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar to any of the foregoing; (e) all rights, claims and privileges related to any of the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are agreements set forth on Schedule 2.1(f1.1(b) of the Disclosure Letter (collectively, the “Assigned Contracts”); (gc) Intentionally Deleted; (d) The Permits set forth on Schedule 1.1(d) (the “Assigned Permits”); (e) All rights of Seller under (i) that certain Ground Lease Agreement, dated September 17, 2021, between Seller and Rose Acre Farms, Inc., as amended by that certain Amendment to Ground Lease, dated August 24, 2023, between Seller and Rose Acre Farms, Inc. (the “Facility Lease”) and (ii) the tangible embodiments other Leased Real Property; (f) All books, records and other documents used or useful in the conduct of the Acquired DesignsBusiness or related to the ownership or operation of the Facility, including fixed asset records, books of account and records, information data bases, surveys, capital expense reports, ledgers, files, correspondence, architectural plans, appraisals, drawings and specifications, but in each case only to the extent such designs are in Seller’s or its Affiliates’ possession or controlbooks, records and other documents relate primarily to the Business and/or the Tangible Personal Property, Assigned Contracts, Assigned Permits, Leased Real Property and/or Soybean Inventory (the “Books and Records”); (g) The soybeans, hulls, soybean meal and soybean oil located at the Facility and set forth on Exhibit A attached hereto, which will be based on the jointly conducted physical count performed prior to Closing (the “Soybean Inventory”); (h) All prepaid expenses and deposits for the Liz Design LibraryFacility included in the Final Working Capital as determined pursuant to Section 1.7; (i) The telephone and facsimile numbers for the Monet Design LibraryFacility; (j) All third party warranties, claims, deposits, refunds, causes of action, choses in action, rights of recovery, rights of set off, counterclaims and rights of recoupment (including for past, present or future damages) for the infringement or misappropriation of, or related to, the Tangible Personal Property, Assigned Contracts, Assigned Permits, Leased Real Property and/or Soybean Inventory; and (jk) Interests in the leasehold related to the Facility and all Acquired Documentationimprovements, fixtures, and fittings thereon, and easements, rights-of-way, and other appurtenants thereto (such as appurtenant rights in and to public streets).

Sale and Purchase of Assets. At the Closing, upon Upon the terms and subject to the conditions of set forth in this Agreement, Purchaser shall purchase from Sellerat the Closing on the Closing Date, and but effective as of the Effective Time, the applicable Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign assign, transfer and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior deliver to the Closing by Purchaser to applicable Buyer, and the applicable Buyer shall purchase, receive and accept from the applicable Seller, as set forth on Schedule 1.1(e), all free and clear of any Encumbrances, such Seller’s and such Affiliates’ right, title and interest (whether statutory, common law or otherwise) in and to those assets of such Seller, real, personal or mixed, tangible and intangible, used in or for the following, in each case free and clear of all Liens, other than Permitted Liens, and in existence as benefit of the ClosingBusiness, whether tangible, intangible, real, personal or mixed, described below (but excluding the Excluded Assets Assets) (collectively, the “Acquired Purchased Assets”): (a) the tangible personal property owned by MedCare with respect to the operation of MedCare’s Business at the Leased Real Property, including all Acquired Intellectual equipment, furniture, fixtures, machinery, office furnishings, freezers, coolers, computer hardware, and leasehold improvements located at the Leased Real Property (collectively, the “Personal Property”); (b) all of MedCare’s rights, to the goodwill extent assignable or transferable in the context of Sellerthe transaction contemplated hereby, to the pharmacy licenses, permits, approvals, franchises, accreditations and registrations and other governmental licenses, permits or approvals issued to MedCare with respect to the operation of MedCare’s business connected with, Business at the Leased Real Property and symbolized bylisted at Schedule 2.1(b) (collectively, the Acquired Intellectual Property“Licenses and Permits”); (c) all Registered Intellectual Propertyof MedCare’s interest in and to those commitments, contracts, leases and all renewalsagreements with respect to the operation of MedCare’s Business listed at Schedule 2.1(c) including the lease for the Leased Real Property (collectively, extensions the “Assumed Contracts and reversions thereofLeases”); (d) to the following Marks ownedextent transferable, used or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any all telephone and facsimile numbers and lines of the Acquired Trademarks and/or any Business, including, without limitation, all toll-free numbers and lines, local numbers and lines and doctor lines, all of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other elementwhich are set forth on Schedule 2.1(d); and (iii) any Xxxx confusingly similar to any of the foregoing; (e) all rightspatient files, claims medical documentation, insurance verification, patient records, prescription records and privileges related to any documentation of Sellers’ Businesses for patients receiving services as of the Acquired Intellectual Property in the Territory after the ClosingClosing Date and going back no less than seven (7) years (or such shorter period if Sellers have not operated for seven (7) years), including all hard copies and electronic data related thereto in any form or format maintained by Sellers (the right “Patient Files”), provided however, that Sellers may retain copies of any such materials that are necessary for purposes of resolving unbilled or outstanding Accounts Receivable and subject to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closingapplicable confidentiality obligations; (f) all Contracts that grant goodwill associated with the right Purchased Assets relating to use or otherwise relate to MedCare’s Business at the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”);Leased Real Property; and (g) any and all other assets of MedCare used exclusively for MedCare’s Business at the tangible embodiments of the Acquired DesignsLeased Real Property, to the extent such designs are i.e., not otherwise used by MedCare in Seller’s its infusion or other business and not otherwise used by MedCare in its Affiliates’ possession or control; (h) the Liz Design Library; (i) the Monet Design Library; and (j) all Acquired DocumentationHurricane, West Virginia branch.

Sale and Purchase of Assets. At the Closing, upon Subject to the terms and subject to the conditions of this Agreement, Purchaser and to the continued accuracy of the representations and warranties contained herein on the Closing Date (as hereinafter defined), Sellers shall purchase from Seller, and Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign assign, transfer and otherwise transfer deliver to Purchaser (or an Affiliate of and Purchaser designated prior to shall purchase, receive and accept delivery from Sellers, at the Closing by Purchaser to Seller)provided for in Article 5, all of Seller’s and such Affiliates’ Sellers right, title and interest in then existing properties, assets and business as a going concern (except for the assets described on Schedule 1.0 hereto (the "Excluded Assets")) of every kind and nature, real, personal or mixed, tangible or intangible, wherever located, and whether statutoryon or off the books of Seller relating to the business of Sellers (collectively, common law the "Purchased Assets"), including, without limitation, the following: 1.1 The business of staging and promoting motorsports events as well as operating the motorsports complex known as the "Phoenix International Raceway" (the "Complex") including without limitation, with respect to such business, the following: (a) Sellers' rights to the trademark "Phoenix International Raceway" and all other trademarks, service marks, trademark and service mark reservations whicx xxe owned by or otherwiselicensed to Sellers and all goodwill associated with Sellers' business including all goodwill with motorsports sanctioning bodies and sponsors; and (b) all lists of ticket purchasers, correspondence and records and all copies thereof, advertising and promotional materials, forms and other property, tangible or intangible, owned and/or used by Sellers in connection with the operation of Sellers' business whether or not reflected on Sellers' books of account. All trademarks, service marks, trade names and copyrights belonging to Sellers and being transferred to Purchaser hereunder are identified on Schedule 1.1 hereto (the "Proprietary Rights"); 1.2 All of Sellers' furniture, equipment, improvements, machinery, furnishings, motor vehicles, office equipment, art work, trophies, promotional material, programs, videos, films, office memorabilia, trade premiums, tools and other articles of personal property, whether on or off the books of Sellers, used or usable in connection with the business of Sellers (the "Furniture and Equipment"), the material items of which are described on Schedule 1.2 hereto; 1.3 Sellers' fee simple interest in and to the followingreal property on which the Complex is situated and which is more fully described on Schedule 1.3 hereto and all right, title and interest of Sellers in each case free and clear of to all Lienseasements, other than Permitted Liensrights-of-way, privileges and in existence appurtenances related to such real property (the "Appurtenances") (such real property and all improvements and fixtures thereon and the Appurtenances are referred to as the "Real Property"). 1.4 All of the Closingwater rights, but excluding whether for ground water (the Excluded Assets "Ground Water Rights") or surface water ("Surface Water Rights"), appurtenant or non- appurtenant, owned by Sellers and used in connection with the operation of the Complex, such rights being more fully described on Schedule 1.4 hereto (collectively, the “Acquired Assets”): (a) all Acquired Intellectual Property"Water Rights"); (b) 1.5 All contracts, permits, rights-of-entry, and/or leases relating to parking facilities for the goodwill Complex or by the terms of Seller’s business connected with, and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Property, and all renewals, extensions and reversions thereof; (d) the following Marks owned, used which Sellers lease or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar to any of the foregoing; (e) all rights, claims and privileges related to any of the Acquired Intellectual Property in the Territory after the Closing, including have the right to prosecute applications for issuance use any other real property, which contracts, permits, rights-of-entry, and/or leases are described and are identified on Schedule 1.5 hereto (the "Real Property Leases"). 1.6 All of Sellers' right, title and interest, as lessee(s), in any personal property used in connection with the business of Sellers, which leases are described and are identified on Schedule 1.6 hereto (the "Equipment Leases"); 1.7 All product designs, licenses, franchises, memberships, permits, trade secrets, common law rights, privileges and general intangibles, if any, owned or registration for any Acquired Intellectual Property used by Sellers in connection with their business (the Territory after the Closing"Intangible Rights"); 1.8 All accounts receivable, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover forcontract signing bonuses, if any, and the right to the profits or damages due or accrued prepaid expenses (including, without limitation, deposits, advertising materials, and brochures) arising out of or relating to events, transactions, or services occurring or scheduled to occur at the Complex on or after the Closing Date, subject to any appropriate prorations in connection withaccordance with the terms of paragraph 5.5 below (the "Accounts Receivable"); 1.9 All supplies and sundry items (the "Supplies"), including, without limitation, telephone numbers, keys and lock combinations, computer software programs and systems, customer records, and books and records of, or relating to and material to the operation of, the business of Sellers, the Purchased Assets and the obligations and liabilities of Sellers assumed by Purchaser hereunder (including, but not limited to, all customer files, supplier records, records relating to accounts payable and copies of all tax and accounting records for each of the Sellers for the period commencing with the start of the last full fiscal year of the Seller preceding the Closing Date and ending on the Closing Date) but excluding (i) records relating solely to executory contracts not assumed by Purchaser, if any, and (ii) records related to the Excluded Assets; 1.10 Copies of all personnel records and payroll records for the then current and three preceding fiscal years of each of the Sellers for all persons who have worked for the business of Sellers at any time during such period (the "Personnel Records"); 1.11 All right, title and all infringements interest of Sellers in any merchandising, concession, sponsorship, sanction agreements or passing off or dilution of or damageother agreements, degradation or injury contracts and licenses to which any of the Acquired Intellectual Property Sellers is a party (the "Contracts"), all the Contracts involving aggregate amounts in the Territory after the Closingexcess of $5,000 or which cannot be fully terminated by Sellers upon not more than 30 days notice being listed on Schedule 1.11; (f) 1.12 The benefit of all Contracts expenditures paid by Sellers prior to the Closing Date that grant the right to use or otherwise directly relate to events which are scheduled to occur at the Acquired AssetsComplex on or subsequent to the Closing Date, including, but not necessarily limited to, advertising or promotional expenses, which expenses are set forth described and are identified on Schedule 2.1(f8.8(c) of hereto (the Disclosure Letter (collectively, the “Assigned Contracts”"Prepaid Event Expenses"); (g) the tangible embodiments 1.13 All rights of Sellers arising under barter transaction arrangements. All barter transaction arrangements entered into by any of the Acquired Designs, Sellers during the twelve month period prior to the extent such designs Closing involving bartered goods or services having a fair market value in excess of $5,000 are described on Schedule 1.13; 1.14 Copies of all surveys, maps, site inspections, plans and specifications and "as built" drawings relating to the Complex in Seller’s or its Affiliates’ the possession or control; (h) control of the Liz Design Library; (i) the Monet Design LibrarySellers; and 1.15 All other assets of Sellers of whatever nature or description, whether tangible or intangible, not otherwise detailed above, including, without limitation, all claims and causes of action against third parties (j) excluding only that certain claim by Sellers against Evening Star, CV No. 95- 05659), warranties, refunds and all Acquired Documentationlicenses, franchises, permits and other governmental authorizations and permits affecting or relating to the business of Sellers, so that Purchaser may carry on the business of Sellers as presently conducted after the Closing Date ("Miscellaneous Assets").

Sale and Purchase of Assets. At the Closing, upon On the terms and subject to the conditions of this Agreement, Purchaser at the Closing (as hereinafter defined) Seller shall sell, assign, transfer, convey and deliver to Buyer, free and clear of all liens, encumbrances, pledges, charges or adverse claims of any kind or character, other than Permitted Encumbrances (collectively, “Encumbrances”), and Buyer shall purchase from Seller, and Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller), all of Seller’s the personal property and such Affiliates’ right, title and interest (whether statutory, common law trade fixtures located upon or otherwise) used in and to the following, in each case free and clear of all Liens, other than Permitted Liens, and in existence as operation of the ClosingBusiness, but excluding including without limitation the Excluded Assets personal property and fixtures hereinafter described (collectively, the “Acquired Purchased Assets”): (a) all Acquired Intellectual Propertyof the items of furniture, trade fixtures, removable leasehold improvements and equipment used in connection with the Business; (b) the goodwill all of Seller’s business connected withinventory of accessories associated with Cricket Communications, and symbolized byInc. (“Cricket”), existing at the Acquired Intellectual PropertyPremises on the Closing Date (other than the Phone Inventory, as defined below); (c) all Registered Intellectual Property, and all renewals, extensions and reversions thereofof the Seller’s signs used in connection with the Business; (d) the following Marks ownedcash registers/computers used in connection with the Business located at the Premises, and all software relating to the operation of the Business, including without limitation software relating or pertaining to the accounting system used or held for use by Seller in the Territory in any form or style: Business located at the Premises (i) any Xxxx that comprisesother than the TeleTracker POS system, consists of or includes any Acquired Trademark; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other elementas described below); and (iii) any Xxxx confusingly similar to any of the foregoing; (e) all rights, claims and privileges related of Seller’s rights against its suppliers with respect to express or implied warranties made in the sale to Seller of assets comprising any part of the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the ClosingPurchased Assets; (f) all Contracts that grant the right to use or otherwise relate of Seller’s books, records, files and papers relating to the Acquired Assetsconduct of the Business located at the Premises at any time prior to the Closing, which other than Seller’s corporate minute book and related corporate records; (g) to the extent transferable, all permits, authorizations and licenses used by Seller in the conduct of the Business; (h) all contracts and agreements, whether oral or written, used by Seller in the conduct of the Business that are set forth on Assumed Contracts Schedule, attached hereto as Schedule 2.1(f1.1(h) (all of the Disclosure Letter (collectivelysuch contracts and agreements, being hereinafter collectively referred to as the “Assigned Assumed Contracts”); (g) the tangible embodiments of the Acquired Designs, to the extent such designs are in Seller’s or its Affiliates’ possession or control; (h) the Liz Design Library; (i) any and all goodwill associated with the Monet Design LibraryBusiness and the Purchased Assets; and (j) any and all Acquired Documentationother properties, assets and rights of Seller which are used in the Business at the Premises and not expressly listed or referred to in Section 1.2.

Sale and Purchase of Assets. At the Closing, upon the terms Seller will sell and subject transfer or cause to the conditions of this Agreement, Purchaser shall purchase from Sellerbe sold and transfer to Buyer, and Seller shall and shall cause its applicable Affiliates (if any) to sellBuyer will purchase, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller), all of Seller’s and such Affiliates’ right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of any and all Liensliabilities, security interests, liens, pledges, encumbrances, liabilities, claims, equities and conditions of any nature and kind whatsoever (other than Permitted Liens, and the liabilities explicitly assumed by Buyer as provided in existence as Section 2 of the Closing, but excluding the Excluded Assets (collectivelythis Agreement), the “Acquired following assets relating to the Business (the "Assets”"): (a) all Acquired Intellectual PropertyAll Good Accounts Receivable (hereinafter defined) outstanding at the time of Closing (hereinafter defined) as described in Exhibit "B"; (b) the goodwill of Seller’s business connected with, and symbolized by, the Acquired Intellectual Propertyall Good Inventory (hereinafter defined) as described in schedule "B"; (c) all Registered Intellectual PropertyAll rights, title and interest of Seller in any contracts, purchase orders, and all renewals, extensions and reversions thereofagreements described on Exhibit A which are being assigned to Buyer (the "Contracts"); (d) the following Marks owned, used or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any all of the Acquired Trademarks and/or any miscellaneous equipment, fixtures, computers, software and furniture described on the schedule of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar to any of the foregoingassets attached as Exhibit B hereto; (e) all rightscustomer, claims and privileges related to any of the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover forsales, and the right credit records relating to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the ClosingBusiness; (f) all Contracts that grant the right to use or otherwise relate Non-Competition Agreement of Seller relating to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”)Business; (g) the tangible embodiments of the Acquired Designs, common law rights to the extent such designs are in Seller’s trade names "Power Parts Sign Company" and any trademarks or its Affiliates’ possession or controlintellectual property rights relating to the Business; (h) all prepaid expenses and deposits relating to the Liz Design Library; business by Seller with others. Notwithstanding the foregoing enumeration of assets, it is the purpose and intent of Buyer and Seller that Buyer is acquiring and the Seller is selling (iand that the term "Assets" includes) any and all other assets, property, rights and interests of Seller relating to the Monet Design Library; and (j) all Acquired Documentationbusiness whether or not above enumerated, described or alluded to, that are used or usable by Seller in the conduct of business, except cash, bank accounts, certificates of deposit, securities and other intangible assets which do not have a direct bearing upon the operation of the Business.

Sale and Purchase of Assets. (a) At the Closing, upon the terms and subject to the conditions of this AgreementSellers shall convey, Purchaser shall purchase from Seller, and Seller shall and shall cause its applicable Affiliates (if any) to sell, conveytransfer, assign and otherwise transfer to deliver unto Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller)and its successors and assigns forever, all of Seller’s and such Affiliates’ the right, title and interest (whether statutory, common law or otherwise) of Sellers in and to the following, in each case free and clear of all Liens, other than Permitted Liens, and in existence as of the Closing, but excluding the Excluded Assets (collectively, the “Acquired Assets”): (a) all Acquired Intellectual Property; (b) the goodwill of Seller’s business connected with, and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Property, and all renewals, extensions and reversions thereof; (d) the following Marks properties and assets owned, used or held for use by Seller Sellers in connection with the Territory in Acquired Business or, to the extent relating to the Acquired Business, by any form or style: affiliates of Sellers (hereinafter sometimes collectively referred to as the "Purchased Assets"): (i) all tangible personal property used or held for use exclusively in connection with the Acquired Business, including without limitation all machinery, equipment, parts, tooling, vehicles, furniture, leasehold improvements, fixtures, office equipment, supplies and other items of tangible Personal property owned by Sellers and used or held for use exclusively in connection with the Acquired Business, including without limitation all such personal property located in, at or on the Purchaser's facilities located in Roseland, New Jersey, and all of the Sellers' rights and benefits under any Xxxx that comprisesleases and with respect to any of the foregoing items, consists all of or includes any Acquired Trademark; the material foregoing items having been described on Schedule 1.1(a)(i) hereto (collectively, the "Equipment"); (ii) all intangible assets, including without limitation the brand names, trademarks, copyrights and registrations and applications for registrations thereof listed on Schedule 1.1 (a) (ii) and all associated goodwill (the "Principal Trademarks") and any combination and all patents, copyrights, trade names, trade secrets, service marks, customer lists, relationships and arrangements with suppliers (including without limitation suppliers of any of raw materials), customers, authors and designers, sales literature, inventions, formulae, technology, UPC codes, processes and computer software, used or held for use exclusively in connection with the Acquired Trademarks and/or any of foregoing (in each of the foregoing casesBusiness and all licenses, agreements, applications and registrations with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar respect to any of the foregoing, together with any goodwill associated therewith (collectively with the Principal Trademarks, the "Intellectual Property"); (eiii) all rightsrights and benefits of Sellers under all contracts, claims leases, agreements, licenses, commitments (collectively, "Contracts") (i) described on Schedule 3.1(j) hereto or (ii) that (A) relate exclusively to the Acquired Business, (B) under the terms of this Agreement are not required to be disclosed pursuant to Section 3.1(j), and privileges related to any (C) have been entered into in the ordinary course of the Acquired Intellectual Property Business and are consistent in nature and scope with past practices of the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the ClosingBusiness (collectively, the right "Assumed Contracts"), provided, however, that the Assumed Contracts shall not include the Contracts identified on Schedule 1.1(a)(iii) hereto (the "Seller Contracts"); (iv) except as provided in Section 7.11, all inventory held for resale and all raw materials, work in process, finished products, shipments in transit, wrapping, supply and packaging items related exclusively to maintain the Acquired Business (collectively, the "Inventory"); (v) all licenses, authorizations, permits and other approvals issued by any issuances governmental agency, public or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover forself-regulatory authority, and all applications therefor pending, used or held for use exclusively in connection with the right to the profits Acquired Business; (vi) all blueprints, designs, drawings, patterns, specifications, work plans and scheduling procedures, exclusively related to, or damages due exclusively required or accrued arising out of or used in connection with, the production of products and products in development of the Acquired Business; (vii) all books, records, files and correspondence (whether in original or photostatic form) to the extent used or held for use in connection with, or relating to the Acquired Business, including lists of past customers and suppliers; (viii) all goodwill associated with or attributable to the Acquired Business; and (ix) any other tangible asset owned by Sellers and all infringements used or passing off held for use exclusively in connection with the Acquired Business which is necessary to operate the Acquired Business as presently conducted (other than the Excluded Assets, as hereafter defined). (b) To the extent any asset of the type set forth in Section 1.1(a), other than any Excluded Assets, related exclusively to the Acquired Business is owned, used or dilution held for use by any affiliate of Seller, such asset is included with the term "Purchased Assets" and Sellers shall cause such affiliate to convey such assets to Purchaser on the Closing Date in accordance with the provisions of this Agreement. (c) Notwithstanding the provisions of Section 1.1(a), the Purchased Assets shall not include any right, title or damageinterest of Sellers or their affiliates in, degradation to or injury to under any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use following properties, assets or otherwise relate to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter items (collectively, the “Assigned Contracts”"Excluded Assets"): (i) cash, including bank balances and bank accounts, cash equivalents and similar type items on hand on the Closing Date; (ii) all accounts and notes receivable (including without limitation any claims, remedies, and other rights related thereto) entered into prior to the Closing Date and relating to the Acquired Business; (iii) the Tax returns of Seller; (iv) all refunds of Taxes to the extent that Taxes being refunded were an Excluded Liability; (v) the articles or certificate of incorporation and by-laws of Sellers and the corporate minutes, corporate seals and stock books of Sellers; (vi) all refunds, deposits, prepayments or prepaid expenses (including any prepaid insurance premiums); (gvii) the tangible embodiments all rights to insurance or indemnity, and all claims, causes of action, rights of recovery or set-off of any kind and against any person, relating to or covering the Acquired Designs, Business before the Closing or related to the extent such designs are in Seller’s or its Affiliates’ possession or control; (h) the Liz Design Library; (i) the Monet Design LibraryExcluded Assets; and (jviii) all Acquired Documentationany franchise tax or sales and use permits of Sellers.

Sale and Purchase of Assets. At the Closing, upon (a) Subject to the terms and subject to the conditions of this Agreement, Purchaser the Sellers shall sell, assign, transfer, deliver and convey to the Buyers or Buyers’ assignees or designees pursuant to Section 10.3 of this Agreement and Buyers shall purchase from SellerSellers, and Seller shall and shall cause its applicable Affiliates (if any) to sellthe Acquired Assets, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller), all of Seller’s and such Affiliates’ right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of all LiensEncumbrances of every kind, other than nature and description (except for the Permitted LiensEncumbrances referred to in Section 3.8) for the Purchase Price specified below in Section 1.4 (b) As used herein, the term “Acquired Assets“ means all of the Sellers’, the UPC Stockholders’ or any of their Affiliates’ (as defined in Section 11.1), except the Acquired Subsidiaries’, right, title, and in existence as interest in, under and to all of the Closingassets, but excluding properties and rights constituting, or primarily used or held primarily for use in, the Business as a going concern of every kind, nature and description existing on the Closing Date, wherever such assets, properties and rights are located and whether such assets, properties and rights are real, personal or mixed, tangible or intangible, and whether or not any of such assets, properties and rights have any value for accounting purposes or are carried or reflected on or specifically referred to in the Sellers’, the UPC Stockholders’ or any of their Affiliates’, except the Acquired Subsidiaries’, respective books or financial statements, except for the Excluded Assets Assets, including, without limitation, all of the assets, properties and rights of the Business enumerated below: (i) owned and leased real property, leaseholds and subleaseholds therein, together with all fixtures, fittings, buildings, structures and other improvements erected thereon, and easements, rights of way, water lines, uses, licenses, hereditaments, tenements, privileges and other appurtenances thereto (such as appurtenant rights in and to public streets), as more particularly described in Schedule 1.1(b)(i) hereto (the “Real Estate“); (ii) all machinery, equipment motor vehicles (including trucks, tractors and trailers), goods, furnishings, jigs, tools, dies, furniture, fixtures, office equipment, office supplies, production and other supplies and spare and repair parts, tools, stores, rolling stock and other tangible personal property, whether located at or on the Real Estate, in transit or otherwise, including all such property more particularly described in Schedule 1.1(b)(ii) hereto; (iii) all inventory, whether located at or on the Real Estate, in transit, at customer locations or otherwise, including finished goods and consigned goods, work-in-process, supplies, storehouse stocks, raw materials, scrap, containers, and spare parts (collectively, the “Acquired Assets”):Inventory“); (iv) accounts, notes, and other receivables; (v) all cash and cash equivalents in transit, in hand or in bank accounts and all prepaid and similar items, including without limitation, expenses, advance payments, deferred charges, deposits, rights of offset and other prepaid items; (vi) Intellectual Property, goodwill, licenses and sublicenses granted and obtained with respect thereto, and rights and remedies against infringements thereof, and rights to protection of interests therein under the laws of all jurisdictions, including all such property more particularly described on Schedule 1.1(b)(vi) hereto; (vii) subject to Sections 1.2 and 1.3 hereof, all rights under (a) contracts, agreements and instruments (written or oral) relating to the sale of any assets, services, properties, materials or products, including all Acquired Intellectual Property; customer, operating, distribution and sales representative contracts; (b) orders, contracts, supply agreements, manufacturing agreements and other agreements relating to the goodwill purpose of Seller’s business connected withany assets, services, properties, materials, or products; and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Propertyother contracts, agreements, and instruments (oral or written), including in each case all renewalsthe Material Contracts (as defined in Section 11.13 hereto) (collectively, extensions and reversions thereofthe “Contracts“); (dviii) to the following Marks ownedextent transferable, used the Permits; (ix) books, records, ledgers, files, documents (including originally executed copies of all Contracts), correspondence, Tax Returns, memoranda, forms, lists, plats, architectural plans, drawings, and specifications, new product development materials, creative materials, marketing, advertising, sales and promotional materials, studies, reports, whether in hard copy or held for use by Seller magnetic format, in each instance, to the Territory in any form extent relating to, or style: otherwise material to the conduct of, the Acquired Assets, the Business or the Transferring Employees; (ix) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any all capital stock of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar to any of the foregoingSubsidiaries; (exi) to the extent transferable, all rightsrights or choses in action whether arising out of occurrences before or after the Closing Date, claims including third party warranties and privileges related guarantees and other similar contractual rights as to third parties held by or in favor of Seller, any Stockholder or any of their Affiliates, other than the Acquired Subsidiaries, with respect to any of the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”); (g) the tangible embodiments of the Acquired Designs, to the extent such designs are in Seller’s or its Affiliates’ possession or control; (h) the Liz Design Library; (i) the Monet Design Library; and (jxii) all Acquired Documentationrights to insurance and condemnation proceeds relating to the damage, destruction or impairment of assets, properties or other rights described in this Section 1.1(b), which damage, destruction or impairment occurs on, prior to or after the Closing.

Sale and Purchase of Assets. At the Closing, upon Subject to the terms and subject to the conditions of this Agreement, Purchaser at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase from Seller, and Seller shall and shall cause its applicable Affiliates (if any) to sellfor value therefor, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior to the Closing by Purchaser to Seller)as hereinafter provided, all of the assets, properties, goodwill and rights of Seller with respect to the Business of every nature, kind and description, tangible and intangible, wheresoever located and whether or not carried or reflected on the books and records of Seller (collectively, the "PURCHASED ASSETS"), except for any Excluded Assets as set forth in SECTION 2.2, and any assets or systems of Seller not used primarily in connection with the Business, including without limitation: (a) All of Seller’s 's tangible personal property related to the Business, including without limitation machinery, equipment, supplies and such Affiliates’ inventories, work in process, vehicles, rolling stock, finished goods, furniture, furnishings, fixtures, and spare parts, including without limitation the property listed in SCHEDULE 2.1(A) hereto; (b) all of Seller's right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of all Liens, other than Permitted Liens, and in existence as of the Closing, but excluding the Excluded Assets Contracts set forth on SCHEDULE 2.1(B) (collectively, the “Acquired Assets”): (a) all Acquired Intellectual Property; (b) the goodwill of Seller’s business connected with, and symbolized by, the Acquired Intellectual Property"ASSUMED CONTRACTS"); (c) all Registered Intellectual Owned Real Property, the Sewer Easements, and all renewalsSeller's right, extensions title and reversions thereofinterest in and to the Leased Real Property; (d) the following Marks ownedall prepaid expenses, used surety bonds, surety deposits and security deposits posted by or held for use by on behalf of Seller in connection with the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any operation of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar to any of the foregoingBusiness; (e) all rightsbooks and records, claims files and privileges related to any of the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right operating data relating to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the ClosingPurchased Assets; (f) all Contracts that grant the right to use or otherwise relate of Seller's right, title and interest in and to the Acquired AssetsProprietary Rights, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”)including without limitation all rights to trade names and trade styles; (g) all of Seller's right, title and interest in and to all licenses, permits, authorizations, franchises, approvals and other governmental authorizations related to the tangible embodiments of the Acquired DesignsBusiness, to the extent such designs the same are in Seller’s or its Affiliates’ possession or controltransferable; (h) all of Seller's telephone numbers, telephone directory listings, advertisements, customer lists and employee lists related to the Liz Design LibraryBusiness; (i) the Monet Design Library; and (j) all Acquired Documentation.

Sale and Purchase of Assets. At the Closing, upon the terms and subject to the conditions of this Agreement, Purchaser shall purchase from Seller, and Each Seller shall and shall cause its applicable Affiliates (if any) hereby agrees to sell, conveyassign, assign transfer and otherwise transfer convey to Purchaser, and Purchaser (or an Affiliate of Purchaser designated prior hereby agrees to the Closing by Purchaser to Seller)purchase and receive, all of Seller’s and such Affiliates’ full right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case Assets (free and clear of any and all Liensliens, other than Permitted Lienssecurity interests, encumbrances, claims, charges and restrictions on transfer), in existence as all cases subject to the terms, provisions and conditions hereof. The Assets include all of the Closingfollowing, but excluding the Excluded Assets (collectively, the “Acquired Assets”):as well as those items listed on Schedule 1.1 hereto: (a) all Acquired Intellectual Property;All machinery, equipment and appliances located at 00000 Xxxxxx Xxxxx Blvd., Suite 410, Houston, Texas 77014, which items of personal property are listed on Schedule 1.1 hereto; and (b) the goodwill All inventories (including inventories on consignment or lease) of Seller’s business connected withraw materials, work-in-process, finished products, supplies, tools, spare parts, and symbolized byshipping containers and materials, held for use in connection with the Acquired Intellectual Property;Publication; and (c) All rights of each Seller in, to and under any and all Registered Intellectual Propertycontracts, agreements, commitments, leases, licenses, franchises, and all renewalspermits (including, extensions without limitation, those pertaining to suppliers, customers, employees, equipment, and reversions thereof;motor vehicles), including those items described on Schedule 1.1 hereto under the caption "CONTRACTS", which items are referred to hereinafter as the "Contracts"; and (d) Copies of all records relating to the following Marks ownedPublication in whatever form (originals of which each Seller may retain), used or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprisesincluding accounting records, consists of or includes any Acquired Trademark; (ii) any combination of any tax records, property records, personnel records, and credit records, and all of the Acquired Trademarks and/or any of foregoing (in each of the foregoing casesPublication's subscriber lists, with or without any other Xxxxcustomer lists, wordsupplier lists, termcatalogs, phrase or other element)and brochures; and (iii) any Xxxx confusingly similar to any of the foregoing;and (e) all rights, claims and privileges related to any All of the Acquired Intellectual Property in the Territory after the Closingcopyrights, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closingbusiness names (including, without limitation, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover forregistered "Wall Street Whispers" name), registered designs, trademarks, trade names, service marks, patents, and the right to the profits or damages due or accrued arising out of or in connection withapplications and registrations thereof, and any and all infringements or passing off or dilution of or damage, degradation or injury to any other intangible rights whatsoever used in connection with the Publication and the goodwill of the Acquired Intellectual Property in the Territory after the Closing; (f) business symbolized by such copyrights, business names, registered designs, trademarks, trade names, service marks, and patents; and all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, trade secrets and confidential know-how used in connection with the “Assigned Contracts”); (g) the tangible embodiments of the Acquired Designs, to the extent such designs are in Seller’s or its Affiliates’ possession or control; (h) the Liz Design Library; (i) the Monet Design Library; and (j) all Acquired DocumentationPublication.

Sale and Purchase of Assets. At the Closing, upon Subject to the terms and subject to the conditions of this Agreement, Purchaser at the Closing described in Section 6, Seller shall sell to Buyer, and Buyer shall purchase from Seller, Seller any and Seller shall and shall cause its applicable Affiliates (if any) to sell, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior all assets related to the Closing by Purchaser to Seller)Biometrics Operations including, all of Seller’s and such Affiliates’ right, title and interest (whether statutory, common law or otherwise) in and but not limited to the following, in each case free and clear of all Liens, other than Permitted Liens, and in existence as of the Closing, but excluding the Excluded Assets following (collectively, the “Acquired Assets”): (a) all Acquired Intellectual PropertyAll of the Seller’s accounts receivable relating to its Biometric Business as set forth in Schedule 2.1(a) (the “Accounts Receivables”); (b) All of the goodwill of Seller’s business connected withrights, title and symbolized byinterest in and to any agreements related to the Intangible Assets as hereinafter defined, including but not limited to, all existing agreements, if any, with contract manufacturers, resellers and suppliers (the Acquired Intellectual Property“Agreements”); (c) all Registered Intellectual PropertyAll customer and supplier lists, copies of financial and all renewalsaccounting records, extensions credit and reversions thereofaccounts receivable (as hereinafter defined) records, correspondence and other similar documents and records used and/or useful in connection with the Assets including the customer list included on Schedule 2.1(c) (collectively, the “Records”); (d) the following Marks All of Seller’s rights, title and interest, if any, in all patent registrations and applications (including design patents registrations and applications), trademarks, trademark registrations and applications, service marks, service marx xxgistrations and applications, copyrights, copyright registrations and applications, trade dress, trade names (whether or not registered or by whatever name or designation), owned, applied for, or registered in the name of, the Seller related to the Biometric Business which includes all intellectual property including common law rights associated with the trademarks Check Print®, BioClock®, Sense®, meCard®, "Security Solutions at a Touch of a Finger"®, Explosive Sensing Protocol™ and Sense-It™; ), the tradename “Sense Technologies”; all proprietary data, processes, source code and copyright applications for such source code, technical or manufacturing know-how or information, owned by or used or held for use by (to the extent of Seller’s interest) the Seller in connection with the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired TrademarkBiometric Business; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar to any of the foregoing; (e) all rights, claims and privileges rights related to any of the Acquired Intellectual Property in Internet domain name www.xxxxxxx.xxx xxd all content included on such website including logos; the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing property and the right to xxx technology listed on Schedule 2.1(d) and recover for, and the right all goodwill relating to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter Biometric Business (collectively, the “Assigned ContractsIntangible Assets”); (g) the tangible embodiments of the Acquired Designs, to the extent such designs are in Seller’s or its Affiliates’ possession or control; (h) the Liz Design Library; (i) the Monet Design Library; and (je) all Acquired DocumentationAll proceeds, rights, claims, credits, causes of action or rights of set-off against third parties relating to the Assets, including, without limitation, unliquidated rights under manufacturers’ and vendors’ warranties (the “Claims”).

Sale and Purchase of Assets. At the Closing, upon Upon the terms and subject to the conditions of this Agreement, Purchaser at the Closing (as hereinafter defined), Seller shall sell, transfer and deliver to Buyer the Assets (as defined below) and Buyer shall purchase the Assets from SellerSeller for the consideration set forth in Section 2 hereof. As used herein the term "Assets" shall mean the following assets of the Business as of the Effective Date: All accounts receivable, including, without limitation, all receivables identified on Schedule 1.1(a); All supplies, machinery, furniture, equipment and Seller shall other personal property; All inventions, whether or not patented, know-how, domestic and shall cause its applicable Affiliates foreign letters patents, patent applications, patent licenses, software licenses and know-how licenses (if any) to sell, convey, assign and otherwise transfer to Purchaser (or an Affiliate of Purchaser designated prior including but not limited to the Closing by Purchaser to Sellernames "AOP", "AOP Solutions" and "Always Offering Profitable Solutions"), trade secrets (including but not limited to all results of Seller’s research and such Affiliates’ development), trade names, trademarks, service-marks, copyrights, trademark registrations and applications, service xxxx registrations and applications, copyright registrations and applications and rights-to-use (collectively "Intellectual Property") which were part of the "Purchased Assets" under the First Agreement; To the extent assignable, all 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 (whether statutory, common law or otherwise"Contracts") in of the Business; Copies of all books and records predominately relating to the followingBusiness and the Assets (including such books and records as are contained in computerized storage media), in each case free including all inventory, purchasing, accounting, sales, export, import, manufacturing, marketing, banking and clear of shipping records and all Liensfiles, other than Permitted Lienscontractor, consultant, customer/client and supplier lists, records, literature and correspondence, and in existence as marketing materials excluding tax returns; The lease (the "Lease") related to the facility at 000 Xxxxxxxx Xxxxxxxx, 000 Xxxx Xxxxxx, Xxxxxxx, Xxx Xxxx 00000 (the "Facility"); Any other assets of the ClosingBusiness which are of a nature not customarily reflected in the books and records of a business, such as assets which have been written off for accounting purposes but excluding which are still used by or of value to the Business; To the extent assignable, all permits, licenses and authorizations ("Authorizations") associated with the Business and its operations; All intangible assets and goodwill associated with the Business and its operations; All pre-paid expenses; All notes receivable; All deposits in the hands of third parties; and Any other assets of Seller which are located at the Facility. Excluded Assets. The Assets being sold, assigned, and transferred to Buyer hereunder do not include: Cash and cash equivalents; Any assets or rights used both for the Business and other operations of Seller, which were not part of the "Purchased Assets" under the First Agreement; or Any name or xxxx which includes "Judge"; Any rights, claims or counterclaims under this Agreement, the Transaction Documents or the First Agreement and Transaction Documents, as defined therein; or Any other assets not specifically referred to in Section 1.1 above (collectively, the “Acquired "Excluded Assets”): (a) all Acquired Intellectual Property; (b) the goodwill of Seller’s business connected with, and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Property, and all renewals, extensions and reversions thereof; (d) the following Marks owned, used or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element"); and (iii) any Xxxx confusingly similar to any of the foregoing; (e) all rights, claims and privileges related to any of the Acquired Intellectual Property in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”); (g) the tangible embodiments of the Acquired Designs, to the extent such designs are in Seller’s or its Affiliates’ possession or control; (h) the Liz Design Library; (i) the Monet Design Library; and (j) all Acquired Documentation.

Sale and Purchase of Assets. At the Closing, upon On the terms and subject to the conditions of this Agreement, Purchaser shall Seller agrees to sell and transfer to Buyer, and Buyer agrees to purchase from Seller, free and Seller shall and shall cause its applicable Affiliates (if any) to sellclear from all Encumbrances other than Permitted Encumbrances, convey, assign and otherwise transfer to Purchaser (substantially all of the assets used in or an Affiliate of Purchaser designated prior related to the Closing Business (but excluding the Excluded Assets) (the "Purchased Assets"). The Purchased Assets include each of the following: (a) All inventories of food, beverages, general merchandise, cigarettes, tobacco, tobacco products and other products owned by Purchaser Seller (the "Inventory"); (b) All warehouse displays, leasehold improvements, equipment, furniture, office equipment, computer hardware, computer software, and other tangible personal property owned by Seller, together with all express and implied warranties by the manufacturers or sellers of those items (to Sellerthe extent transferable), and all available maintenance records, and other documents relating to those items or to the installation or functioning of those items; (c) All of Seller’s 's right, title, and such Affiliates’ interest in and to all Contracts, licenses, agreements, and personal property leases used in or related to the Business and listed on Exhibit B (the "Assumed Contracts") if and to the extent they are assignable and any necessary consents are received and any security deposits and similar deposits relating to the Assumed Contracts; (d) All of Seller's right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of all Liens, other than Permitted Liens, and in existence as of real property leases listed on Exhibit C (the Closing, but excluding "Real Property Leases") for the Excluded Assets (collectively, the “Acquired Assets”): (a) all Acquired Intellectual Property; (b) the goodwill of Seller’s business connected with, and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Property, and all renewals, extensions and reversions thereof; (d) the following Marks owned, used or held for use real property leased by Seller in (the Territory in "Leased Real Property") and any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any of security deposits and similar deposits relating to the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element); and (iii) any Xxxx confusingly similar to any of the foregoingReal Property Leases; (e) all rightsAll of Seller's right, claims title and privileges related to any of the Acquired Intellectual Property interest in the Territory after the Closing, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of real property listed on Exhibit D (the Acquired Intellectual Property in the Territory after the Closing"Owned Real Property"); (f) all Contracts that grant the right to use or otherwise relate Inventory records, supplier lists, payroll, product information, equipment lists, specifications, labels, files and other records and documents specifically relating to the Acquired Assets, which are set forth on Schedule 2.1(f) Purchased Assets and the conduct of the Disclosure Letter (collectivelyBusiness, the “Assigned Contracts”)but excluding Seller's financial statements, corporate records and minute books; (g) the tangible embodiments Permits, licenses, orders, franchises, certifications and approvals and Governmental Authorizations specifically relating to or maintained as part of the Acquired DesignsBusiness at the Business Locations, but only if and to the extent such designs are in Seller’s or its Affiliates’ possession or controllegally assignable; (h) All of Seller's right, title and interest in and to the Liz Design Librarytrade name "United Wholesale Grocery Company" and any trademarks related exclusively to such trade name; (i) All notes and accounts receivable of Seller (other than receivables from affiliates of Seller) (collectively, the Monet Design Library"Accounts Receivable"); (j) Those rights relating to deposits and prepaid expenses and claims for refunds and rights to offset in respect thereof; and (jk) all Acquired DocumentationAny goodwill associated with the Business.

Sale and Purchase of Assets. At the Closing, upon Subject to the terms and subject to the conditions of set forth in this Agreement, Purchaser shall purchase from Seller, and Seller shall and shall cause its applicable Affiliates (if any) agrees to sell, convey, assign transfer, assign, grant and otherwise transfer deliver to Purchaser (or an Affiliate Buyer, and Buyer, in reliance on the representations, warranties and covenants of Purchaser designated prior Seller and the Shareholders, agrees to the Closing by Purchaser to purchase, acquire and accept from Seller), all of Seller’s and such Affiliates’ 's right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of all Liens, other than Permitted Liens, and in existence as of the Closingtangible and intangible assets, including real, personal and mixed property, owned or held by Seller, including but excluding not limited to all assets used or useful in connection with the Excluded Assets operation of the Business (collectively, the “Acquired "Assets”):") which are described on Exhibit A attached hereto. The Assets shall not include the Excluded Assets, as defined in Section 1.2 below. The Assets shall include but are not limited to: (a) all Acquired Intellectual Propertythe leasehold interest under the real property lease described on Exhibit A (the "Real Property Lease") a true and correct copy of which have been provided to the Buyer; (b) all equipment and other tangible personal property used or useful in connection with the goodwill operation of Seller’s business connected withthe Business including, all of which are set forth and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Propertydescribed on Exhibit A, and all renewalsof Seller's interest in and to all manufacturer's, extensions and reversions thereof; (d) the following Marks owned, used or held for use by Seller in the Territory in any form or style: (i) any Xxxx that comprises, consists of or includes any Acquired Trademark; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (in each of the foregoing cases, with or without any other Xxxx, word, term, phrase distributor's or other element); and (iii) any Xxxx confusingly similar warranties relating to any of the foregoing; (c) all licenses, permits, franchises, authorizations and other similar rights issued by any federal, state or local governmental authority (collectively, the "Authorizations"); (d) those contracts and other agreements to which Seller is a party and which are listed on Exhibit A (the "Assumed Contracts"), true, correct and complete copies of which have been delivered to Buyer; (e) all rightspatents, claims trade names, trade marks, service marks, copyrights, computer programs, data, trade secrets, business information, customer lists, supplier lists, marketing plans, intellectual property rights (whether or not reduced to writing or other tangible form) and privileges related to any other intangible property owned or held by Seller and all of the Acquired Intellectual Property in the Territory after the Closing, rights associated therewith (including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damageapplications, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closingregistrations, extensions and renewals relating thereto); (f) all Contracts that grant the right to use or otherwise relate business and other books, papers, files, correspondence and records pertaining to the Acquired Assets, which are set forth on Schedule 2.1(f) operation of the Disclosure Letter (collectively, the “Assigned Contracts”);Business; and (g) all contract rights, accounts and accounts receivable of Seller. The Assets to be sold hereunder shall be transferred to Buyer at the tangible embodiments Closing free and clear of all liens, claims, security interests encumbrances and liabilities of any kind or nature whatsoever ("Encumbrances"). Buyer is not, and shall not be deemed to have assumed any liability or obligation of the Acquired DesignsSeller, to except for those liabilities arising after the extent such designs are in Seller’s or its Affiliates’ possession or control; Closing under the Assumed Liabilities (has herein defined) the Liz Design Library; (i) the Monet Design Library; and (j) all Acquired Documentationas expressly provided for herein.

Sale and Purchase of Assets. At the Closing, upon Subject to the terms and subject to the conditions of this Agreement, Purchaser shall purchase from Sellerand in reliance on the representations, warranties, and Seller shall covenants contained herein, on the Closing Date (as defined below), Sellers shall, and Soterion shall cause its applicable Affiliates (if any) to Sellers, to, sell, convey, assign assign, transfer, and otherwise transfer deliver, or cause to Purchaser (or an Affiliate of Purchaser designated prior be sold, conveyed, assigned, transferred, and delivered, to Buyer, and Buyer shall purchase and acquire from Sellers, Sellers' right, title, and interest to the Closing by Purchaser to SellerAssets (as defined below), all of Seller’s and such Affiliates’ right, title and interest (whether statutory, common law or otherwise) in and to the following, in each case free and clear of all Liensany title defect, other than Permitted Liensmortgage, and in existence as assignment, pledge, hypothecation, security interest, title or retention agreement, levy, execution, seizure, attachment, garnishment, deemed trust, lien, easement, option, right or claim of the Closingothers, but excluding the Excluded Assets or charge or encumbrance of any kind whatsoever (collectively, "CLAIMS" or a "CLAIM"), in exchange for payment by Buyer of the “Acquired Assets”): Purchase Price (aas defined below) and Buyer's assumption of the Assumed Liabilities (as defined below). The term "ASSETS" shall mean generally, except as otherwise provided herein, all Acquired Intellectual Property; (b) of the goodwill of Seller’s business connected withfollowing described properties, assets, and symbolized by, the Acquired Intellectual Property; (c) all Registered Intellectual Property, and all renewals, extensions and reversions thereof; (d) the following Marks owned, rights used or held for use by Seller useful in connection with the Territory in any form or styleBusiness: (i) all fixed equipment, including magnetic resource imaging and all other medical equipment, coils, cameras, film-processing equipment, and other ancillary diagnostic equipment, computers, software, furniture, fixtures, and other assets owned by Sellers, and any Xxxx that comprises, consists of or includes any Acquired Trademarkfacility improvements; (ii) any combination of any of the Acquired Trademarks and/or any of foregoing (inventory, including pharmaceuticals to the extent legally transferable, owned by Sellers and used or useful in each of the foregoing cases, with or without any other Xxxx, word, term, phrase or other element)Business; and (iii) any Xxxx confusingly similar all of Sellers' intellectual property and other general intangibles including, but not limited to, patents, patent applications, trademarks, service marks, trade names, logos, each Seller's rights to any the name currently in use in connection with the Business, copyrightable works, all copyrights, certificates of need, trade secrets and confidential business information, client lists, and computer software; (iv) rights under franchises, licenses, permits, certificates, approvals, and other governmental authorizations owned by Sellers and related to the ownership of the foregoing; (e) all rights, claims and privileges related to any Assets or the operation of the Acquired Intellectual Property in the Territory after the ClosingBusiness, including the right to prosecute applications for issuance or registration for any Acquired Intellectual Property in the Territory after the Closing, the right to maintain any issuances or registrations for any Acquired Intellectual Property in the Territory after the Closing but only if and the right to xxx and recover for, and the right to the profits or damages due or accrued arising out of or in connection with, any and all infringements or passing off or dilution of or damage, degradation or injury to any of the Acquired Intellectual Property in the Territory after the Closing; (f) all Contracts that grant the right to use or otherwise relate to the Acquired Assets, which are set forth on Schedule 2.1(f) of the Disclosure Letter (collectively, the “Assigned Contracts”); (g) the tangible embodiments of the Acquired Designs, to the extent such designs items are transferable; (v) all lists and other information regarding patients and referral sources with respect to the Business that are in Seller’s or its Affiliates’ the possession or control; of Sellers and/or Soterion; (hvi) all rights under the Assigned Contracts (as defined below), including the goodwill associated therewith; (vii) all patient records (e.g., medical charts, notes, orders, photographs, and x-rays relating to the medical history, diagnosis, and treatment of patients) and other records of those patients who were treated in connection with the Business; (viii) the Liz Design Library; opportunity to offer employment to certain of Sellers' employees; (iix) telephone and facsimile numbers and post office boxes or other mailing addresses associated with the Monet Design LibraryBusiness; and and (jx) all Acquired Documentationgoodwill of the Business (the Assets owned by Southern Regional shall be referred to as the "SOUTHERN REGIONAL ASSETS", the Assets owned by Lafayette MRI shall be referred to as the "LAFAYETTE MRI ASSETS", and the Assets owned by Indianapolis MRI shall be referred to as the "INDIANAPOLIS MRI ASSETS"). A definitive listing of the Assets is set forth on SCHEDULE A, attached hereto and incorporated by reference, and SCHEDULE A identifies with specificity the legal and equitable owner of each Asset. Specifically excluded from this Agreement, the Assets, and the purchase obligations hereunder are assets and properties not listed on SCHEDULE A, net working capital of Sellers (consisting of cash on hand and accounts receivable), real property owned by Sellers, provider or vendor billing numbers, any tax refunds due to Sellers, and prepaid items.