Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. Subject to the terms and conditions of this Agreement, at the Effective Date, the Company will sell, assign, grant, transfer and deliver (or will cause to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase and accept from the Company as of the Effective Date, free and clear of all Encumbrances (except as may otherwise be provided for herein), all of the Company’s right, title and interest in and those assets owned and used by the Company in the Business as described herein (collectively, the “Assets”). The Assets shall include the following: (a) all inventory, a list of which is attached hereto as Schedule 1.1(a) (the “Inventory”); (b) all tangible personal property, including that listed on Schedule 1.1(b); (c) all fixed assets including, furniture, equipment, computer hardware and assignable software and similar types of equipment, including those listed on Schedule 1.1(c); (d) collectible accounts receivable in the amount of $25,000; (e) the Company’s Contracts listed on Schedule 1.1(e), the “Assumed Contracts”); (f) to the extent assignable, all permits and licenses currently held by the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f); (g) to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g); (h) all claims of the Company against third parties relating to the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h); (i) to the extent assignable, the Company’s right to the Leased Premises; (j) all rights of the Company’s claims for refunds and rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded Assets.

Sale and Transfer of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective DateClosing Sellers shall (and, where applicable, shall cause their Subsidiaries to), in accordance with the Company will Bills of Sale, sell, transfer, assign, grant, transfer convey and deliver (to Buyers or will cause to be sold, assigned, granted, transferred one or delivered) to the Buyer or any permitted successor or assign more of the Buyertheir Subsidiaries, and Buyers shall (and, where applicable, shall cause their Subsidiaries to), in accordance with the Buyer or any permitted successor or assign Bills of the Buyer will purchase Sale, purchase, acquire and accept from Sellers, all right, title and interest in, to and under the Company as following assets, properties and rights of Sellers or any of their Subsidiaries, (collectively, the Effective Date“Acquired Assets”), free and clear of all Encumbrances Liens other than (except as may otherwise be provided for herein)x) the Permitted Liens, all of and (y) the Company’s right, title and interest in and those assets owned and used by the Company in the Business as described herein (collectively, the “Assets”). The Assets shall include the followingAssumed Liabilities that constitute Liens: (a) all inventory, a list of which is attached hereto as Schedule 1.1(a) (the “Inventory”)Transferred Tangible Property; (b) all tangible personal property, including that listed on Schedule 1.1(b)the Transferred Inventory; (c) all fixed assets including, furniture, equipment, computer hardware and assignable software and similar types of equipment, including those listed on Schedule 1.1(c)the Transferred Patents; (d) collectible accounts receivable in the amount of $25,000Transferred Trademarks; (e) the Company’s Contracts listed on Schedule 1.1(e), the “Assumed Contracts”)Transferred Other IP; (f) an undivided joint ownership interest in all Joint IP, including all books and records embodying such Joint IP (for the purposes of this Article 2, “undivided joint ownership interest” means that, subject to the extent assignableterms of this Agreement, all permits each Party or owner thereof is free to exploit or enforce such rights and licenses currently held by authorize others to do so, with no obligation to obtain the Company in connection with consent of the Assets other Party or owner or to account to the Company other Party or owner, for profits or otherwise, and used in each Party hereby waives any right it may have under the Business as listed on Schedule 1.1(flaws of any country to require such consent or accounting, subject to any other Intellectual Property Rights of the other Party); (g) to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company Transferred Technology and in each case is material to, necessary for or used in the conduct copies of the Business as conducted or currently proposed Licensed Technology and 9x15 Modules Technology, subject to be conducted as listed on Schedule 1.1(g)Section 2.7; (h) the Transferred Leases; (i) the Transferred Contracts; (j) the Transferred Permits; (k) the Transferred Books and Records; (l) subject to Section 2.1(m), all claims claims, demands, causes of the Company action, choses in action and rights of recoupment against third parties relating to the AssetsAssumed Liabilities, arising from facts, events, actions or inactions occurring whether known before or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h); (i) to after the extent assignable, the Company’s right to the Leased Premises; (j) all rights of the Company’s claims for refunds and rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns)Closing; (m) with respect to the Company’s Transferred IP, the right to register, prosecute, maintain or record any of such Intellectual Property Rights with any Governmental Authority, including rights to damages and payments for past, present and future infringements or misappropriations thereof, as well as all goodwill associated with such Intellectual Property Rights or the name “Hearing Associates of Pensacola,” and variations of the foregoing;AirCard Business; and (n) all prepaid amounts, prepaid deposits, charges, expenses, and fees relating to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded AssetsAirCard Business.

Sale and Transfer of Assets. Subject to On the terms and subject to the conditions of this Agreement, at on the Effective Closing Date, the Company will Sellers shall sell, convey, assign, grant, transfer and deliver (or will cause to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will shall purchase and accept acquire from the Company as of the Effective Date, free and clear of all Encumbrances (except as may otherwise be provided for herein)Sellers, all of the Company’s Sellers’ right, title and interest in and those to all properties, assets owned and rights of any kind, whether tangible or intangible, real or personal, free and clear of all Security Interests (as defined in Section 2.2(b)), in each case, solely to the extent used primarily by the Company Sellers in the Business conduct of the Business, except for the Excluded Assets (as described defined in Section 1.1(b)) or as otherwise set forth herein (collectively, the “Acquired Assets”). The Assets shall include , including the following: (ai) all inventory, a list of which is The leasehold interests in real property described on Schedule 1.1(a)(i) attached hereto as (the “Leased Facilities”); (ii) All equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property (collectively, the “Equipment”), including the fixed assets set forth on Schedule 1.1(a1.1(a)(ii) attached hereto, and all warranties and guarantees, if any, express or implied, existing for the benefit of Sellers in connection with the Equipment to the extent transferable; (iii) All inventory of raw materials, work in process, finished goods, office supplies, maintenance supplies and packaging materials, together with spare parts, supplies, promotional materials and inventory (collectively, the “Inventory”); (biv) all tangible personal propertyAll management information systems, including hardware and software, to the extent that listed on Schedule 1.1(bsuch systems and software are transferable, and all customer lists, vendor lists, catalogs, research material, technical information, technology, specifications, designs, drawings and processes and quality control data, if any (collectively, the “Systems and Information”); provided, however, that Buyer shall be solely responsible for all payments to third parties required to effect the transfer of such Systems and Information; (cv) all fixed assets includingExcept for the agreements set forth on Schedule 1.1(a)(v)(i) (the “Excluded Contracts”), furniturethe contracts, equipmentmaintenance and service agreements, computer hardware joint venture agreements, purchase commitments for materials and assignable software other services, advertising and similar types promotional agreements, personal property leases, collective bargaining agreements (to the extent assignable) and other agreements (including any agreements of equipmentany Seller with suppliers, sales representatives, agents, personal property lessors, personal property lessees, licensors, licensees, consignors and consignees specified therein), whether written or oral, including those listed agreements involving aggregate consideration remaining to be paid or received by Sellers in excess of $50,000 set forth on Schedule 1.1(c1.1(a)(v)(ii); , other than Open Purchase Orders (das defined below) collectible accounts receivable in the amount of $25,000; (e) the Company’s Contracts listed on Schedule 1.1(e)collectively, the “Assumed Contracts”); (fvi) to The open purchase orders with customers and vendors as of April 3, 2013 set forth on Schedule 1.1(a)(vi) attached hereto and those other open purchase orders entered into by any of the extent assignable, all permits and licenses currently held by the Company in connection with the Assets or the Company and used Sellers in the Business as listed on Schedule 1.1(fordinary course of business consistent with past practice since such date (the “Open Purchase Orders”); (gvii) to the extent assignable, all All Intellectual Property that is owned, used or licensed (as defined in Section 2.10(a)(i)) owned by the Company and in each case Sellers that (A) is material to, necessary for or used exclusively by the Sellers in the conduct of the Business or (B) relates exclusively to the conduct of the Business, including all rights to xxx for past, present and future infringement thereof (the “Acquired Intellectual Property”), and all records, including file histories, related thereto; (viii) All licenses, permits or franchises issued by any Governmental Entity (as conducted defined in Section 2.4(b)) relating to the development, use, maintenance or currently proposed occupation of the Leased Facilities or the operations of the Business, to be conducted as listed on Schedule 1.1(gthe extent that such licenses, permits or franchises are transferable; (ix) All accounts receivable and other receivables in existence at the Closing Date (whether or not billed) (collectively, the “Accounts Receivable”); (hx) All goods and services and all claims other economic benefits to be received subsequent to the Closing Date arising out of prepayments and payments by any Seller prior to the Closing Date; (xi) All books (other than stock and partnership record books), records, accounts, ledgers, files, documents, correspondence, employment records related to New Buyer Employees (as defined below), studies, reports and other printed or written materials (the “Books and Records”); provided, that the Books and Records shall not include original copies of any Seller’s audit or accounting records required to be retained by such Seller pursuant to the rules and regulations of the Company against third parties Securities and Exchange Commission; (xii) All rights to insurance claims, related refunds and proceeds under any insurance policy of any Seller, solely to the extent relating to any casualty event occurring prior to the Closing with respect to the Acquired Assets; provided that the Buyer shall be responsible for the payment of any deductible amounts attributable to any such claims; (xiii) All actions, claims, causes of action, rights of recovery, choses in action and rights of setoff of any kind arising before, on or after the Closing Date relating to the Assets, whether known items set forth above in this Section 1.1(a) or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h)to any Assumed Liabilities; (ixiv) to the extent assignableAll prepaid expenses, the Company’s right to the Leased Premises; (j) all rights of the Company’s claims for credits, advance payments, security refunds and rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n)deposits; and (oxv) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded AssetsAll goodwill of Sellers.

Sale and Transfer of Assets. Subject to the terms and conditions of set forth in this Agreement, at the Effective Date, the Company will agrees to sell, convey, transfer, assign, grant, transfer and deliver to Purchaser, and Purchaser agrees to purchase from the Company, all the assets, properties, business, and rights of the Company of every kind, character, and description, whether tangible, intangible, real, personal, or mixed, and wherever located, including the cash and accounts receivable (or will cause all of which are sometimes collectively referred to be sold, assigned, granted, transferred or delivered) herein as the "Acquired Assets"). The Acquired Assets include but are not limited to the Buyer following: (i) Those assets which are reflected in the Reference Date Balance Sheet, attached as Schedule 2.1(i), adjusted to account for additions or any permitted successor or assign deletions thereto through the Closing Date, effected through the operation of the BuyerCompany's Ordinary Course of Business (including the preparation for this transaction and the Closing of this transaction), a listing of substantially all such assets which are tangible (including all of such tangible assets which are material) and a listing of the Company's account, note, and other receivables (both reasonably complete as of the date(s) specified thereon), are attached as Schedule 2.1(i); (ii) All sales and business records, personnel records of the Company's employees, credit records of the Company's customers, customer lists and other documents developed by Selling Parties and used or useful in connection with the business operations of the Company, and all records, logs, files, research materials, proprietary information, and other records pertaining to the business operations of the Company except for the Company's accounting, tax, and the Buyer or any permitted successor or assign Company's corporate records; (iii) All contracts and agreements (including, without limitation, leases and subleases of real and personal property) entered into by the Buyer will purchase and accept from Selling Parties in connection with the Company as of the Effective Date, free and clear of all Encumbrances (except as may otherwise be provided for herein), all business operation of the Company’s . A complete list of all Company Contracts are attached as Schedule 2.1(iii); (iv) All goodwill and all of Selling Parties' right, title and interest in and those assets owned and used by the Company in the Business as described herein (collectivelyall other "Intellectual Property Rights," intangible assets, the “Assets”). The Assets shall include the following: (a) all inventory, a list properties or rights of which is attached hereto as Schedule 1.1(a) (the “Inventory”); (b) all tangible personal property, including that listed on Schedule 1.1(b); (c) all fixed assets including, furniture, equipment, computer hardware and assignable software and similar types of equipment, including those listed on Schedule 1.1(c); (d) collectible accounts receivable in the amount of $25,000; (e) the Company’s Contracts listed on Schedule 1.1(e), the “Assumed Contracts”); (f) to the extent assignable, all permits and licenses currently held by the Company in connection any kind or nature associated with the Assets or the Company and used in the Business as listed on Schedule 1.1(f); (g) to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g); (h) all claims of the Company against third parties relating to the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h); (i) to the extent assignable, the Company’s right to the Leased Premises; (j) all rights business operations of the Company’s claims for refunds , including but not limited to software code and web sites. "Intellectual Property Rights" means, collectively all intellectual property rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresseswhatsoever nature, including without limitation, those items listed on Schedule 1.1(n); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded Assets.limitations:

Sale and Transfer of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective DateClosing, the Company will Seller shall sell, transfer, assign, grantconvey, transfer and deliver (or will cause to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase shall purchase, acquire and accept from Seller, all of Seller’s right, title, and interest in and to the Company properties, rights, and assets related to the Business (excluding the Excluded Assets), as of and to the Effective Dateextent existing on the Closing Date (such properties, rights and assets are hereinafter collectively referred to as the “Acquired Assets”), free and clear of all Encumbrances (except as may otherwise be provided for herein), all of the Company’s right, title and interest in and those assets owned and used by the Company in the Business as described herein (collectively, the “Assets”). The Assets shall include the followingLiens other than Permitted Liens: (a) all inventoryContracts associated with the Business, a list of which is attached hereto as including, without limitation, the Contracts set forth on Schedule 1.1(a) (the “Inventory”); (b) all tangible personal property, including that listed on Schedule 1.1(b); (c) all fixed assets including, furniture, equipment, computer hardware and assignable software and similar types of equipment, including those listed on Schedule 1.1(c); (d) collectible accounts receivable in the amount of $25,000; (e) the Company’s Contracts listed on Schedule 1.1(e), the “Assumed Contracts”); (b) all Customer Accounts associated with the Business; including, without limitation, the Customer Accounts set forth on Schedule 1.1(b) (the “Assumed Customer Accounts”); (c) all of Seller’s claims, demands, deposits, refunds, rebates, causes of action, rights of recovery, rights of set-off and rights of recoupment relating to the foregoing, arising on or after the Closing Date; (d) all general, financial and personnel records, ledgers, sales invoices, accounts receivable records, files, books and documents, correspondence and other files and records, including customer lists and sales records, of Seller relating to the Business; (e) all prepaid charges, expenses, sums and fees of Seller; (f) to the extent assignable, all permits and licenses currently held by the Company in connection with the Assets or the Company and used in the Business as Automobile Leases listed on Schedule 1.1(f); (g) to all trade names, logos, common law trademarks, trade dress, registered trademarks and service marks of the extent assignable, Business and all other Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of Business, including the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g)name “Mile High Protection Services”; (h) all claims goodwill of the Company against third parties relating to the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h);Business owned by Seller; and (i) to the extent assignableall other properties, the Company’s right to the Leased Premises; (j) all rights assets and rights, tangible or intangible, owned or held by Seller as of the Company’s claims for refunds and rights to offset Closing Date that are used in respect thereof, relating to the Assets; (k) all operation of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n); and (o) all other assets which are not referred to above that are listed or reflected on the Financial Statements and not identified as otherwise Excluded Assets.

Sale and Transfer of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, Company shall, and Stockholders shall cause Company to, at the Effective DateClosing, the Company will sell, assign, granttransfer, transfer convey and deliver (or will cause to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the BuyerPurchaser, and the Buyer or any permitted successor or assign of the Buyer will Purchaser shall purchase and accept from the Company as of the Effective Dateacquire, free and clear of all Encumbrances (except as may otherwise be provided other than Permitted Encumbrances) from Company for herein)the Purchase Price, all of the Company’s right, title and interest in and those assets owned to all of Company’s properties and used by assets, real, personal or mixed, tangible and intangible, of every kind and description, wherever located and whether or not carried or reflected on the Company books and records of Company, and whether or not carried in the name of Company or any Affiliates of Company, that are now, or at the time of Closing will be, used or held for use in or otherwise related to, useful in or necessary for the conduct of the Business as described herein but specifically excluding the Excluded Assets (collectively, the “Acquired Assets”). The Acquired Assets purchased hereunder shall include the following: (a) The Lease and the Facilities described in Schedule 2.1(a); (b) Any and all trade accounts receivable, notes receivable, and miscellaneous receivables from customers, including any unbilled amounts for Assumed Contracts in process (“Accounts Receivable”); (c) All products, supplies, and inventory, a list including raw materials, finished goods and work in progress, packaging and packaging materials, work-in-process and finished goods, located at or in transit to or from one of which is attached hereto as Schedule 1.1(a) the Facilities or otherwise purchased specifically for the Business, wherever located (the “Inventory”); (bd) all All tangible personal property, including that listed on Schedule 1.1(b); (c) all fixed assets including, furnitureitems of machinery, equipment, laboratories, laboratory equipment and supplies, systems, computer hardware and assignable software software, vehicles, furniture, and similar types of equipmentspare parts and tools, if any, including those listed on the property described in Schedule 1.1(c2.1(d); (d) collectible accounts receivable in the amount of $25,000; (e) All rights of Company related to deposits and prepaid expenses or claims for refunds (other than those relating to the Company’s Contracts listed on Schedule 1.1(e), the “Assumed Contracts”Excluded Assets); (f) to the extent assignable, all permits and licenses currently held by the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f)The Assumed Contracts; (g) All files related to the extent assignableBusiness (other than those which are Excluded Assets) or the Products, including all accounting books, records and ledgers, employment and personnel records for all employees of the Business, information systems, all Intellectual Property that is ownedreports and records, used or licensed and all other files, data, documents, records and information maintained by the Company and in each case is material toCompany, necessary for or used wherever located, whether in the conduct form of the Business as conducted hard copies, electronic media, or currently proposed to be conducted as listed on Schedule 1.1(g)otherwise; (h) all claims of the Company against third parties All licenses, authorizations and permits issued by any governmental agency relating to the Business, the Products or the Assets, whether known or unknownincluding the Facilities, contingent or noncontingent, to the extent the same may be assigned consistent with their terms including all such claims those listed in on Schedule 1.1(h2.1(h) (the “Business Permits”); (i) All intangible property rights related to the extent assignableBusiness (including the names “Osprey” and “Osprey Biotechnics” or any derivation thereof, goodwill, and the Company’s right to the Leased PremisesIntellectual Property); (j) all All rights throughout the world relating to the Products or the Business and trade secrets, customer lists and supplier lists with respect to the Business owned by Company (including (i) the procedural and operational manuals utilized by Company in the operation of the Business, (ii) all proprietary information, technical information, “know how,” inventions, discoveries, rights in research and development, designs, formulae, specifications, assays and other methodologies, techniques, technical information, manufacturing and other processes, to the extent related to a Product or the Business or to the manufacture, compounding or formulating of Products or active ingredients, whether patentable or not, in any jurisdiction, (iii) all registrations, cross-clearances and other permits of any kind and formal or informal approvals of any kind relating to the development, manufacture, advertising, marketing, packaging, promotion, distribution, use and sale of any Product, and all regulatory and files relating to the foregoing, and (iv) all advertising materials, source documents, materials, supplies and forms, in any case, whether in the form of hard copies, electronic media, computer tape or otherwise, and all other rights and documents owned by Company and all books and records, excluding Company’s claims for refunds financial and accounting books and records and Excluded Assets, incident to the Business); and (k) All rights to offset in respect thereof, insurance proceeds arising from any casualty relating to the Assets; (k) all , security deposits, and deposits with utilities and governmental agencies attributable to the Business. Notwithstanding the foregoing or the provisions of Section 2.2 or 2.3, the transfer of the Company’s information and data Acquired Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Assets, includingthe Business, without limitationor the Company including any Indebtedness and any Environmental Liabilities (“Company’s Liabilities”) unless Purchaser expressly assumes that Liability pursuant to Section 2.7. Further, all materials the Acquired Assets purchased hereunder shall not include (i) cash and filescash equivalents, sales and marketing materials(ii) Contracts that are not Assumed Contracts, patient files(iii) the corporate seal, lists organizational documents, minute books, stock books, books of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject account or other records having to do with the confidentiality requirements corporate organization or governance of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records Company or protected information; (l) all books and records otherwise relating to the Assets Transaction, (iv) the rights which accrue or will accrue to the BusinessSelling Parties under the Transaction Documents, employee, consultant and other personnel records and executed copies (v) any of the Assumed Contracts assets or properties which are set forth in Schedule 2.1(k) attached hereto and which are excluded from the Acquired Assets (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); clauses (m1) through (v) in this sentence, collectively, the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded Assets”), and such Excluded Assets shall remain the property of Company or a Stockholder, as applicable, after Closing.

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Effective DateClosing on the Closing Date (as defined below) Seller shall convey, the Company will selltransfer, assign, grant, transfer deliver and deliver (or will cause assign to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase and shall accept from the Company as of the Effective Date, free and clear of all Encumbrances (except as may otherwise be provided for herein), Seller all of the Company’s assets, rights, privileges and interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and management of the Business, including without limitation (collectively, the "ASSETS"): (a) the trucks, containers, operating machinery and equipment, processing equipment, shop tools, parts, supplies, accessories, inventory, physical assets and other tangible personal property used primarily in connection with the ownership, operation and management of the Business (the "FIXED ASSETS"); (b) all of Seller's right, title and interest in and those assets owned to contracts, leases, agreements, customer accounts (but not accounts receivable), commitments and used arrangements specifically identified in Schedule 1.1(b) as contracts contemplated to be assumed by the Company in the Business as described herein (collectively, the “Assets”). The Assets shall include the following: (a) all inventory, a list of which is attached hereto as Schedule 1.1(a) Buyer pursuant to this Agreement (the “Inventory”); (b) all tangible personal property, including that listed on Schedule 1.1(b"ASSUMED CONTRACTS"); (c) all fixed assets permits, licenses, titles (including motor vehicle titles and current registrations), fuel permits, zoning and land use approvals and authorizations, including, furniturewithout limitation, equipmentany conditional or special use approvals or zoning variances, computer hardware occupancy permits, and assignable software any other similar documents from any and similar types all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of equipmentthe Business owned by, including those listed on Schedule 1.1(cissued to, or held by or otherwise benefiting Seller as are transferable by their respective terms (the "GOVERNMENTAL PERMITS"); (d) collectible accounts receivable in all customer lists of Seller relating to the amount of $25,000Business; (e) Seller's right, title and interest in and to the Company’s Contracts listed on Schedule 1.1(e)logos, trade names, fictitious business names and service marks used by Seller, including without limitation, any right the “Assumed Contracts”)Seller may have to use the name "Affiliated Waste"; (f) to the extent assignable, all permits and licenses currently held by goodwill of the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f)Business; (g) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to any of the extent assignable, Assets and all Intellectual Property that is owned, used or licensed by the Company books and in each case is material to, necessary for or records primarily used in connection with the conduct operation of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g);Business; and (h) all claims of the Company against third parties relating to the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h); (i) to the extent assignable, the Company’s right to the Leased Premises; (j) all rights of the Company’s claims for refunds All operating and rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and financial records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitationlimitation all ledgers, those items books of account, depreciation schedules, inventory information, copies of records relating to payables and receivables, cancelled checks, bank statements, equipment records, maintenance records, disposal records and information concerning customers. Notwithstanding the foregoing, Buyer shall not acquire any interest in the cash, accounts receivable or accounts payable of the Seller as of the Closing Date, nor shall Buyer acquire any of the assets listed on Schedule 1.1(n3.2 (the "EXCLUDED ASSETS"); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded Assets.

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Effective DateClosing on the Closing Date (as defined below) Seller shall convey, the Company will selltransfer, assign, grant, transfer deliver and deliver (or will cause assign to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase and shall accept from the Company as of the Effective Date, free and clear of all Encumbrances (except as may otherwise be provided for herein), Seller all of the Company’s right, title and interest in and those assets owned and used by the Company in the Business as described herein listed on Schedule 1.1 (collectively, the “Assets”"ASSETS"). The Assets shall include the following, including without limitation: (a) all the trucks, containers, operating machinery and equipment, processing equipment, shop tools, parts, supplies, accessories, inventory, a list physical assets and other tangible personal property used primarily in connection with the ownership, operation and management of which is attached hereto as Schedule 1.1(a) (the “Inventory”)Business; (b) all tangible personal propertycontracts, including that listed on leases, agreements, customer accounts, commitments and arrangements specifically identified in Schedule 1.1(b3.12(a) as contracts contemplated to be assumed by Buyer pursuant to this Agreement (the "ASSUMED CONTRACTS"); (c) all fixed assets permits, licenses, titles (including motor vehicle titles and current registrations), fuel permits, zoning and land use approvals and authorizations, including, furniturewithout limitation, equipmentany conditional or special use approvals or zoning variances, computer hardware occupancy permits, and assignable software any other similar documents from any and similar types all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of equipmentthe Business owned by, including those listed on Schedule 1.1(cissued to, or held by or otherwise benefiting Seller (the "GOVERNMENTAL PERMITS"); (d) collectible accounts receivable in all customer lists of Seller relating to the amount of $25,000Business; (e) the Company’s Contracts listed on Schedule 1.1(e)logos, the “Assumed Contracts”); (f) to the extent assignabletrade names, all permits and licenses currently held by the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f); (g) to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g); (h) all claims of the Company against third parties relating to the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h); (i) to the extent assignable, the Company’s right to the Leased Premises; (j) all rights of the Company’s claims for refunds and rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain fictitious business names and Internet addressesservice marks of Seller, including without limitation, those items listed on Schedule 1.1(n); and (o) all other assets not referred the right to above that are listed or reflected on use the Financial Statements names "Contractor's Waste Inc.", "Contruction Waste, Inc." and not identified as Excluded Assets."Dee's Dumpster Service";

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Effective DateClosing on the Closing Date (as defined below) Seller shall convey, the Company will selltransfer, assign, grant, transfer deliver and deliver (or will cause assign to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase and shall accept from the Company as of the Effective Date, free and clear of all Encumbrances (except as may otherwise be provided for herein), Seller all of the Company’s rightassets, title rights, privileges and interest interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and those assets owned and used by management of the Company in the Business as described herein Business, including without limitation (collectively, the “Assets”). The Assets shall include the following:"ASSETS"): (a) all the trucks, containers, operating machinery and equipment, processing equipment, shop tools, parts, supplies, accessories, inventory, a list physical assets and other tangible personal property used primarily in connection with the ownership, operation and management of which is attached hereto as Schedule 1.1(a) (the “Inventory”);Business: (b) all tangible personal propertycontracts, including that listed on leases, agreements, customer accounts, commitments and arrangements specifically identified in Schedule 1.1(b3.12(a) as contracts contemplated to be assumed by Buyer pursuant to this Agreement (the "ASSUMED CONTRACTS"); (c) all fixed assets permits, licenses, titles (including motor vehicle titles and current registrations), fuel permits, zoning and land use approvals and authorizations, including, furniturewithout limitation, equipmentany conditional or special use approvals or zoning variances, computer hardware occupancy permits, and assignable software any other similar documents from any and similar types all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of equipmentthe Business owned by, including those listed on Schedule 1.1(cissued to, or held by or otherwise benefiting Seller (the "GOVERNMENTAL PERMITS"); (d) collectible accounts receivable in all customer lists of Seller relating to the amount of $25,000Business; (e) the Company’s Contracts listed on Schedule 1.1(e)logos, the “Assumed Contracts”)trade names, fictitious business names and service marks of Seller; (f) to the extent assignable, all permits and licenses currently held by goodwill of the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f)Business; (g) all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct any of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g);Assets and all books and records primarily in connection with the operation of the Business; and (h) all claims of the Company against third parties relating to the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h); (i) to the extent assignable, the Company’s right to the Leased Premises; (j) all rights of the Company’s claims for refunds All operating and rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and financial records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitationlimitation all ledgers, those items books of account, deprecation schedules, inventory information, records relating to payables and receivables, cancelled checks, bank statements, equipment records, maintenance records, disposal records and information concerning customers. Notwithstanding the foregoing, the Buyer shall not acquire any of the assets listed on Schedule 1.1(n3.2 (the "EXCLUDED ASSETS"); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded Assets.

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Effective DateClosing on the Closing Date (as defined below) Seller shall convey, the Company will selltransfer, assign, grant, transfer deliver and deliver (or will cause assign to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase and shall accept from the Company as of the Effective Date, free and clear of all Encumbrances (except as may otherwise be provided for herein), Seller all of the Company’s rightassets, title rights, privileges and interest interests, tangible, intangible, real, personal or mixed, and wherever located, now or hereafter owned, leased, held or used primarily in connection with the ownership, operation and those assets owned and used by management of the Company in the Business as described herein Business, including without limitation (collectively, the “Assets”). The Assets shall include the following:"ASSETS"): (a) all the trucks, containers, operating machinery and equipment, processing equipment, shop tools, parts, supplies, accessories, inventory, a list physical assets and other tangible personal property used primarily in connection with the ownership, operation and management of which is attached hereto as Schedule 1.1(a) (the “Inventory”)Business; (b) all tangible personal propertycontracts, including that listed on leases, agreements, customer accounts, commitments and arrangements specifically identified in Schedule 1.1(b3.12(a) as contracts contemplated to be assumed by Buyer pursuant to this Agreement (the "ASSUMED CONTRACTS"); (c) all fixed assets permits, licenses, titles (including motor vehicle titles and current registrations), fuel permits, zoning and land use approvals and authorizations, including, furniturewithout limitation, equipmentany conditional or special use approvals or zoning variances, computer hardware occupancy permits, and assignable software any other similar documents from any and similar types all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of equipmentthe Business owned by, including those listed on Schedule 1.1(cissued to, or held by or otherwise benefiting Seller (the "GOVERNMENTAL PERMITS"); (d) collectible accounts receivable in all customer lists of Seller relating to the amount of $25,000Business; (e) the Company’s Contracts listed on Schedule 1.1(e)logos, trade names, fictitious business names and service marks of Seller, including without limitation, the “Assumed Contracts”)right to use the name "R&N Sanitation"; (f) to the extent assignable, all permits and licenses currently held by goodwill of the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f)Business; (g) all claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind, against any person or entity, including without limitation any liens, security interests, pledges or other rights to payment or to enforce payment in connection with products delivered by Seller on or prior to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g)Closing Date; (h) all claims guarantees, warranties, indemnities and similar rights in favor of Seller with respect to any of the Company against third parties relating to Assets and all books and records primarily in connection with the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h)operation of the Business; (i) all operating and financial records relating to the extent assignableBusiness, the Company’s right including without limitation all ledgers, books of account, deprecation schedules, inventory information, records relating to the Leased Premises;payables and receivables, copies of cancelled checks and bank statements, equipment records, maintenance records, disposal records and information concerning customers; and (j) all rights accounts receivables of Seller. Buyer and Seller acknowledge that Seller will have been paid before the Closing Date for certain services to be rendered by Buyer after the Closing Date with respect to Seller's prepaid customer accounts and Seller will have rendered services to certain customers prior to the Closing Date who will be billed by Buyer after the Closing Date with respect to certain other of Seller's customer accounts that are paid in arrears. Accordingly, within 30 days after the Closing Date, Buyer and Seller shall prorate these prepaid and postpaid accounts as of the Company’s claims for refunds Closing Date and rights to offset in respect thereofshall reconcile the net amount due, relating to whereupon the Assets; (k) all of party owing the Company’s information and data related to other will immediately pay the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded Assetsnet amount due.

Sale and Transfer of Assets. Subject to the terms and conditions of this Agreement, at the Effective Closing Date, the Company will sell, assign, grant, transfer and deliver (or will cause to be sold, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase and accept from the Company as of the Effective Closing Date, free and clear of all Encumbrances (except as may otherwise be provided for herein), all of the Company’s right, title and interest in and those to the assets owned and used by of the Company Company, excluding only the Excluded Assets (as defined in the Business as described herein Section 1.2 below) (collectively, the “Assets”). The Assets shall include include, but shall not be limited to, the following: (a) all inventory, a list of which is attached hereto as Schedule 1.1(a) (the “Inventory”); (b) all tangible personal property, including that listed on Schedule 1.1(b); (c) all fixed assets including, furniture, equipment, computer hardware and assignable software and similar types of equipment, including those listed on Schedule 1.1(c); (d) collectible accounts receivable in the amount of $25,000; (e) the Company’s Contracts listed on Schedule 1.1(e), 1.1(d) the “Assumed Contracts”); (fe) to the extent assignable, all permits and licenses that are assignable currently held by the Company in connection with the Assets or the Company and used in the Business as Business, including those listed on Schedule 1.1(f1.1(e); (gf) to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as conducted, including that listed on Schedule 1.1(g1.1(f); (hg) all claims of the Company against third parties relating to the Assets, whether known or unknown, contingent or noncontingent, including all such claims listed in Schedule 1.1(h1.1(g); (ih) to the extent assignable, the Company’s right to the Leased Leasehold Premises; (ji) all rights of the Company’s Company to deposits and prepaid expenses, claims for refunds and rights to offset in respect thereof, relating to the Assets, as specifically listed on the Closing Statement; (kj) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (lk) all books and records relating to the Assets or the Business, employeeother than those records required by Seller, consultant and other personnel records in Seller’s sole discretion, which Seller will retain for tax-related purposes, to which Buyer will have access during normal business hours, and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns)Contracts; (ml) the CompanySeller’s right to the name “ American Hearing,” “Economy Hearing Associates Aid Centers of PensacolaOklahoma,” and variations of the foregoing;; and (nm) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items related to the Business except as otherwise listed on Schedule 1.1(n1.1(m); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded Assets.

Sale and Transfer of Assets. Subject to Upon the terms and subject to the conditions of set forth in this Agreement, at the Effective DateClosing, the Company will Seller and Seller Parent shall (and, where applicable, shall cause their respective Affiliates to) sell, transfer, assign, grant, transfer convey and deliver (or will cause to be soldBuyer and Buyer shall purchase, assigned, granted, transferred or delivered) to the Buyer or any permitted successor or assign of the Buyer, and the Buyer or any permitted successor or assign of the Buyer will purchase acquire and accept from the Company as Seller and its Affiliates, all right, title and interest in, to and under all of the Effective Dateassets, properties and rights (including contractual rights) of every kind and description, real, personal or mixed, tangible or intangible, absolute or contingent, wherever located, whether or not reflected on the books and records of Seller and, where applicable, its Affiliates used or held for use in, or necessary for the operation of the Business, except for the Excluded Assets (collectively, the “Acquired Assets”), free and clear of all Encumbrances (except as may Liens, other than Permitted Liens, provided, that unless otherwise be provided for herein), all of the Company’s right, title and interest in and those assets owned and used by the Company in the Business as described herein (collectivelyspecified, the “Assets”)underlying obligations associated with such Permitted Liens, shall constitute Excluded Liabilities. The Without limiting the foregoing, the Acquired Assets shall include each of the following: (a) all inventoryTangible Property used in, a list of which is attached hereto as held for use in, or necessary for the operation of, the Business, including the Tangible Property set forth on Schedule 1.1(a) 0 (the “InventoryBusiness Tangible Property”); (b) rights under all tangible personal propertyleases of Real Property used in, held for use in, or necessary for the operation of, the Business, including that listed the leases set forth on Schedule 1.1(b0 (“Business Leasehold Property”); (c) (i) the rights of Seller (or its Affiliates) under all fixed assets including, furniture, equipment, computer hardware and assignable software and similar types of equipment, including those listed Contracts set forth on Schedule 1.1(c0, (ii) all rights of Seller (or its Affiliates) under any Contracts with customers, preferred partners, strategic partners, exchange partners, vendors or clients of the Business in effect on the Closing Date, (iii) the rights of Seller (or its Affiliates) under all Material Contracts, and (iv) other than the Excluded Contracts, all rights of Seller (or its Affiliates) under Material Contracts entered into after the date hereof that are used in, held for use in, or necessary for the operation of, the Business and that Buyer agrees in writing to assume as an Acquired Asset (collectively, the “Business Contracts”); (d) collectible accounts receivable in the amount of $25,000all Business Technology, including all Platform(s) and Platform Software set forth on Schedule 0; (e) the Company’s Contracts listed all Business IP Rights, including as set forth on Schedule 1.1(e), the “Assumed Contracts”)0; (f) to all other intangible rights and property, including going concern value and goodwill, of the extent assignable, all permits and licenses currently held by the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f)Business; (g) to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company Books and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g)Records; (h) all claims claims, demands, deposits, refunds (other than refunds of the Company against Taxes paid by Seller or its Affiliates for any Pre-Closing Tax Period), rebates, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment, including (i) rights under or pursuant to all warranties, rights to indemnities and guarantees made by third parties relating in connection with the Acquired Assets; (ii) proceeds from insurance policies that relate to the Assets, whether known Acquired Assets or unknown, contingent or noncontingent, including all such the Assumed Liabilities; and (iii) claims listed in Schedule 1.1(h)for infringement of Business IP Rights by third parties prior to the Closing Date; (i) all prepaid charges, expenses, and fees relating to the extent assignable, the Company’s right to the Leased Premises;Business except for those set forth on Schedule 0; and (j) all rights assets set forth on Schedule 0. Notwithstanding the foregoing, Seller and its Affiliates may retain and use copies of any Contracts or records that are required to be retained pursuant to any legal requirement, for financial reporting purposes, for Tax purposes, or otherwise in connection with the Company’s claims for refunds Excluded Liabilities. At the Closing, Seller and rights its Affiliates shall deliver all Business Technology to offset Buyer in respect thereof, relating the manner specified by Buyer and to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitationmaximum extent practicable, all materials Software to be delivered under this Agreement shall be delivered by electronic means in a manner specified by Buyer. Seller Parent, Seller and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records its Affiliates shall not retain in their respective possession or protected information; (l) all books and records relating to the Assets control any Business Tangible Property or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain Business Technology or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n); and (o) all other assets not referred to above that are listed or reflected on the Financial Statements and not identified as Excluded Assetsany copy thereof.

Sale and Transfer of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Effective DateSeller shall, the Company will and shall cause its Subsidiaries to, sell, assign, granttransfer, transfer convey and deliver (deliver, or will cause to be sold, assigned, grantedtransferred, transferred or delivered) conveyed and delivered to the Buyer or any permitted successor or assign of the BuyerPurchaser, and the Buyer or any permitted successor or assign of the Buyer will Purchaser agrees to purchase and accept from the Company as of the Effective Date, free and clear of acquire all Encumbrances (except as may otherwise be provided for herein), all of the Company’s right, title and interest of Seller and its Subsidiaries in and those assets owned to the following assets, properties and used by the Company in the Business as described herein rights (collectively, the “Transferred Assets”). The Assets shall include the following:): (a) all inventory, a list of which is attached hereto as Schedule 1.1(a) (the “Inventory”)ECL License and ECL Sublicenses; (b) all tangible personal propertyrights (and obligations) in, including that to and under the agreements relating to the ECL Business and listed on Schedule 1.1(b)2.1(b) (collectively, the “Assumed Contracts”) subject to Sections 2.8 and provided that Seller is released from all obligations thereunder and any required Third Party consent has been obtained before Closing; (c) all fixed assets includingrights (and obligations) in, furniture, equipment, computer hardware to and assignable software under the lease and similar types of equipment, including those sublease agreements listed on Schedule 1.1(c)2.1(c) (collectively, the “Assumed Leases”) subject to Sections 2.8 and 5.8; (d) collectible accounts receivable (i) the personal tangible property and equipment owned by Seller or any of its Subsidiaries and (ii) the books, records, data, manuals, files and other documentation, whether written, electronic or otherwise (including, customer records, supplier lists, distributor lists, purchase and sale records, price lists, correspondence, quality control records, research and development files, drawings, blue prints, and designs) to the extent owned by Seller, in each case, that are used in the amount of $25,000ECL Business and listed on Schedule 2.1(d); (e) all prepaid expenses, advance payments (if any), sponsored research amounts and prepaid items to the Company’s Contracts extent related to the ECL Business and listed on Schedule 1.1(e), the “Assumed Contracts”2.1(e); (f) any Intellectual Property owned by Seller or any of its Subsidiaries and exclusively related to the extent assignableECL Business that is conceived of, all permits reduced to practice, or otherwise created subsequent to the date hereof and licenses currently held prior to the Closing and set forth in an amendment to Schedule 2.1(f), which amendment shall be reasonably agreed by the Company Seller and Purchaser and in connection accordance with the Assets or procedure set forth in Section 5.14 of the Company and used in the Business as listed on Schedule 1.1(f)Merger Agreement; (g) all claims of Seller or any Subsidiary against Third Parties to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g); (h) all claims of the Company against third parties relating exclusively related to the Transferred Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentnon-contingent, including all such claims listed in Schedule 1.1(h); (i) to the extent assignable, the Company’s right to the Leased Premises; (j) all rights of the Company’s claims for refunds and rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n2.1(g); and (oh) all other assets not referred goodwill exclusively related to above that are listed or reflected on the Financial Statements and not identified as Excluded AssetsECL Business.

Sale and Transfer of Assets. Subject to Upon the terms and subject to the conditions of this Agreement, at the Effective DateSeller shall, the Company will and shall cause its Subsidiaries to, sell, assign, granttransfer, transfer convey and deliver (deliver, or will cause to be sold, assigned, grantedtransferred, transferred or delivered) conveyed and delivered to the Buyer or any permitted successor or assign of the BuyerPurchaser, and the Buyer or any permitted successor or assign of the Buyer will Purchaser agrees to purchase and accept from the Company as of the Effective Date, free and clear of acquire all Encumbrances (except as may otherwise be provided for herein), all of the Company’s right, title and interest of Seller and its Subsidiaries in and those assets owned to the following assets, properties and used by the Company in the Business as described herein rights (collectively, the “Transferred Assets”). The Assets shall include the following:): (a) all inventory(x) the Intellectual Property owned by Seller or any of its Subsidiaries and listed on Schedule 2.1(a) and (y) the Know-How, a list of which Trade Secrets and Confidential Information (excluding, in each case, any such Intellectual Property that comprises or is attached hereto as protected by Copyrights or Patents (other than the Patents listed on Schedule 1.1(a2.1(a))) owned by Seller and exclusively related to the Vaccines Business or any Patents listed on Schedule 2.1(a) (collectively, the “InventoryOwned Intellectual Property”); (b) all tangible personal propertyrights (and obligations) in, including that to and under the agreements relating exclusively to the Vaccine Business and listed on Schedule 1.1(b)2.1(b)(i) as “existing agreements” (collectively, the “Assumed Contracts”) subject to Sections 2.8 and 5.3, and all rights to negotiate with respect to the proposed agreements relating exclusively to the Vaccine Business and listed on Schedule 2.1(b)(ii) as “proposed agreements” subject to the limitations set forth therein; provided, however, that any “proposed agreements” entered into prior to Closing shall be deemed to be “existing agreements” upon their execution, and any amounts paid to third parties in connection with the “proposed agreements” prior to Closing shall be added to the Purchase Price on a dollar-for-dollar basis; (c) all fixed assets (i) the personal tangible property and equipment owned by Seller or any of its Subsidiaries and (ii) the books, records, data, manuals, files and other documentation, whether written, electronic or otherwise (including, furniturecustomer records, equipmentsupplier lists, computer hardware distributor lists, purchase and assignable software sale records, price lists, correspondence, quality control records, research and similar types of equipmentdevelopment files, including those drawings, blue prints, and designs) to the extent owned by Seller, in each case, that are used exclusively in the Vaccine Business and listed on Schedule 1.1(c2.1(c); (d) collectible accounts receivable in all prepaid expenses, advance payments (if any), sponsored research amounts and prepaid items to the amount of $25,000extent exclusively related to the Vaccine Business and listed on Schedule 2.1(d); (e) any Intellectual Property owned by Seller or any of its Subsidiaries and exclusively related to the Company’s Contracts listed on Vaccine Business that is conceived of, reduced to practice, or otherwise created subsequent to the date hereof and prior to the Closing and set forth in an amendment to Schedule 1.1(e2.1(e), which amendment shall be reasonably agreed by Seller and Purchaser and in accordance with the “Assumed Contracts”)procedure set forth in Section 5.14 of the Merger Agreement; (f) all claims of Seller or any Subsidiary against Third Parties to the extent assignable, all permits and licenses currently held by the Company in connection with the Assets or the Company and used in the Business as listed on Schedule 1.1(f); (g) exclusively related to the extent assignable, all Intellectual Property that is owned, used or licensed by the Company and in each case is material to, necessary for or used in the conduct of the Business as conducted or currently proposed to be conducted as listed on Schedule 1.1(g); (h) all claims of the Company against third parties relating to the Transferred Assets, whether xxxxxx or inchoate, known or unknown, contingent or noncontingentnon-contingent, including all such claims listed in Schedule 1.1(h2.1(f); (ig) to such other properties or assets used primarily in the extent assignable, the Company’s right to the Leased Premises; (j) all rights of the Company’s claims for refunds Vaccines Business and rights to offset in respect thereof, relating to the Assets; (k) all of the Company’s information and data related to the Assets, including, without limitation, all materials and files, sales and marketing materials, patient files, lists of clients and potential clients, lists of suppliers and potential suppliers, and warranties and warranty information, subject to the confidentiality requirements of the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and applicable state law related to patient files, records or protected information; (l) all books and records relating to the Assets or the Business, employee, consultant and other personnel records and executed copies of the Assumed Contracts (Seller shall retain or continue to have access to books and records necessary to prepare its tax returns); (m) the Company’s right to the name “Hearing Associates of Pensacola,” and variations of the foregoing; (n) to the extent assignable, all of the Company’s telephone and facsimile numbers, domain names and Internet addresses, including without limitation, those items listed on Schedule 1.1(n2.1(g); and (oh) all other assets not referred goodwill exclusively related to above that are listed or reflected on the Financial Statements and not identified as Excluded Assets.Vaccine Business;