Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at the Closing on the Closing Date (as defined below) Seller shall convey, transfer, deliver and assign to Buyers (and as among Buyers, as they shall designate to Seller), and Buyers shall accept from Seller all of the assets listed on Schedule 1.1 (collectively, the "Assets"), including without limitation: (a) five trucks (including a description of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business: (b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts"); (c) all permits, licenses, titles (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits"); (d) all customer lists of the Seller relating to the Business; (e) the good will of the Business; (f) all deposits, credits, advance payments, claims or rights relating to the Assets or the Business accruing after the Closing Date, all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to any of the Assets and all books and records primarily in connection with the operation of the Business; and (g) a non-exclusive license to use the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998.

Sale and Transfer of Assets. Subject In reliance on the --------------------------- representations, warranties, covenants and agreements contained herein and subject to and in accordance with the terms and conditions of this Agreementhereof, at the Closing on the Closing Date (as defined below) hereinafter defined), Seller shall sell, convey, transfertransfer and deliver to Buyer, deliver and assign to Buyers Buyer shall purchase from Seller, the assets, free and clear of any encumbrances (and except as among Buyers, as they shall designate to Sellerotherwise hereinafter expressly excluded), and Buyers shall accept from Seller all the business, as a going concern, of Aviation including without limitation, the assets listed on Schedule 1.1 following (collectively, the "Assets"), including without limitation:free and clear of all liens, unless specifically listed in paragraph 1 (c): (ai) five trucks all assets of Aviation as reflected in Disclosure Memorandum, Exhibit A, including, but not limited to customer contracts and contract rights of all kinds (including a description of including, but not limited to rental contracts, hanger leases, customer service contracts and tie down agreements, but excluding the model and year and the serial numberfuel contract with BP) (collectively "Aviation Contracts"), containers and route listsinventory, used primarily in connection with tools, equipment, vehicles, furniture, fixtures, the ownershipname "Ronson Aviation", operation and management of FAA certificates, to the Business: (b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accountsextent assumable, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts"goodwill); (cii) all permitsrights of Aviation under the Master Lease including leasehold improvements and leases, licensescontracts, titles (including motor vehicle titles plans and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits"); (d) all customer lists of the Seller relating to the Business; (e) the good will of the Business; (f) all deposits, credits, advance payments, claims or rights commitments relating to the Assets or listed on Disclosure Memorandum, Exhibit A.; (iii) all of Aviation's goodwill relating to the Business accruing after the Closing Date, all guarantees, warranties, indemnities and similar rights in favor business of Seller with respect to any of the Assets and all books and records primarily in connection with the operation of the BusinessAviation; and (giv) a non-exclusive license all right, title and interest of Aviation to use the name "Hunter Enterprises, Inc." on claims and causes of action relating to the Assets for up to 90 days arising on or after the Closing Date. Notwithstanding With respect to any losses suffered by Buyer with respect to the foregoingAssets attributable to any event occurring prior to the Closing, the Buyers whether or not otherwise indemnified against hereunder, Seller shall not acquire assign any of the accounts receivable of the Seller. The Buyers agree not rights which Seller might have to send out their first bills pursue or, if such an assignment is or would be invalid or unenforceable as against third parties, shall pursue and assert diligently, in good faith and , any and all remedies Seller may have, and Seller shall pay over to customer accounts acquired pursuant to this Agreement until at least March 17, 1998Buyer any recovery so obtained.

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing on the Closing Date (as defined below) Closing, Seller shall conveysell, transfer, assign, convey and deliver to Buyer and assign to Buyers (Buyer shall purchase, acquire and as among Buyers, as they shall designate to Seller), and Buyers shall accept from Seller Seller, all right, title and interest in, to and under all of the assets listed assets, 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 Schedule 1.1 the Books and Records of Seller used or held for use in, related to or necessary for the operation of the Business, except for the Excluded Assets (collectively, the "“Acquired Assets"”), including without limitationfree and clear of all Liens, other than Permitted Liens, provided, that unless otherwise specified, the underlying obligations associated with such Permitted Liens, shall constitute Excluded Liabilities. Without limiting the foregoing, the Acquired Assets shall include each of the following: (a) five trucks (including a description of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:[reserved]; (b) all Tangible Property used in, held for use in, or necessary for the agreement between Seller and Power County regarding collection and transport of solid waste operation of, the Business, including the Tangible Property set forth on Schedule 2.1(b) (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts"“Business Tangible Property”); (c) rights under all permitsleases of Real Property used in, licensesheld for use in, titles (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to necessary for the operation or management of of, the Business, including the leases set forth on Schedule 2.1(c) (“Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits"Leasehold Property”); (d) (i) the rights of Seller under all customer lists Contracts set forth on Schedule 2.1(d), (ii) all rights of Seller 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 relating under all Material Contracts, and (iv) other than the Excluded Contracts, all rights of Seller under 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 has given prior written consent to and agrees in writing to assume as an Acquired Asset (collectively, the Business“Business Contracts”); (e) the good will all Seller Intellectual Property, Seller Technology and Platform(s); (f) all other intangible rights and property, including going concern value and goodwill, of the Business; (fg) copies, of where available, originals, of all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records, internal financial statements and marketing and promotional surveys, material and research, that primarily relate to the Business or the Acquired Assets, other than books and records set forth in Section 2.2(c) (the “Books and Records”); (h) all deposits, credits, advance payments, claims or of the Seller's rights relating to the Assets or the Business accruing after the Closing Date, all guarantees, under warranties, indemnities and all similar rights in favor of Seller with respect against third parties to the extent related to any of Acquired Assets; (i) all trade receivables, prepaid charges, expenses, and fees relating to the Assets and all books and records primarily in connection with the operation of the BusinessBusiness except for those set forth on Schedule 2.1(i); and (gj) a non-exclusive license to use all Authorizations of the name "Hunter EnterprisesCompany, Inc." including but not limited to, all certificates, licenses, registrations and other similar rights obtained from all public and professional authorities, as set forth on the Assets for up to 90 days after the Closing DateSchedule 2.1(j). Notwithstanding the foregoing, Seller may retain and use copies of any Contracts or Books and 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 Buyers Excluded Liabilities. At the Closing, Seller shall deliver all Seller Intellectual Property, Seller Technology and Platforms to Buyer in the manner specified by Buyer and to the maximum extent practicable, by electronic means in a manner specified by Buyer. Seller shall not acquire retain in its possession or control any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17Seller Intellectual Property, 1998Seller Technology and Platforms or any copy thereof.

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing on the Closing Date (as defined below) Closing, Seller shall conveysell, transfer, assign, convey and deliver and assign to Buyers (and as among Buyers, as they shall designate to Seller)Buyer, and Buyers Buyer shall purchase, acquire and accept from Seller, all right, title and interest of Seller in and to all of the assets listed on Schedule 1.1 assets, rights and properties of Seller required for, used in, held for use in or otherwise constituting the Business (other than the Excluded Assets), as the same may exist immediately prior to Closing, free and clear of any and all Liens except Permitted Liens (collectively, the "“Purchased Assets"”), including without limitationthe following: (a) five trucks all Business Tangible Property (including a description of GL# 0000-00-000, “Other L-T Assets-Deposits” included under “Other Noncurrent Assets” on the model and year and the serial numberRecent Balance Sheet), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:; (b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts")all Inventories; (c) all permits, licenses, titles (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits")Accounts Receivable; (d) subject to Sections 8.7(b) and 8.7(c), all customer lists of the Seller relating to the BusinessAssumed Contracts; (e) the good will of the BusinessTransferred Intellectual Property Rights; (f) all deposits, credits, advance payments, claims or rights relating to the Assets or the Business accruing after Leasehold Property; (g) all Business Prepaid Expenses; (h) all other non-current assets as shown on the Closing DateRecent Balance Sheet, with such changes thereto as may occur in the ordinary course of business between the Balance Sheet Date and the Closing; (i) all guaranteesprepaid expenses and supplies as shown on the Recent Balance Sheet, warranties, indemnities with such changes thereto as may occur in the ordinary course of business between the Balance Sheet Date and similar the Closing; (j) the Books and Records; provided that Seller shall be entitled to retain a copy thereof as may be reasonably needed (i) to satisfy its obligations hereunder or (ii) in connection with the preparation and filing of Tax Returns and other accounting-related matters; (k) the Business Governmental Authorizations; (l) all of Seller’s rights in favor of Seller with respect to any of the Assets and all books and records primarily corporate telephone numbers used in connection with the operation or the conduct of the Purchased Assets and the Business; and (gm) a nonall claims, demands, refunds, rebates, causes of action, choses in action, rights of recovery, rights of set-exclusive license off and rights of recoupment to use the name "Hunter Enterprises, Inc." on extent related to the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoingBusiness, the Buyers shall not acquire any of Purchased Assets or the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired Assumed Liabilities, including (i) rights under or pursuant to this Agreement until at least March 17all warranties, 1998representations and guarantees made by suppliers or service providers in connection with the Business, the Purchased Assets or the Assumed Liabilities and (ii) proceeds or rights to proceeds from insurance policies to the extent related to the Business, the Purchased Assets or the Assumed Liabilities.

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing on the Closing Date (as defined below) Closing, Seller shall convey(and, where applicable, shall cause the other members of the Seller Group to) sell, transfer, assign, convey and deliver and assign to Buyers (and as among Buyers, as they shall designate to Seller)the Buyer Group, and Buyers Buyer shall (and, where applicable, shall cause the other members of the Buyer Group to) purchase, acquire and accept from the Seller Group, all of the assets listed on Schedule 1.1 Seller Group’s right, title and interest in, to and under all the following, except for the Excluded Assets (collectively, the "“Acquired Assets"”), including without limitationfree and clear of all Liens: (a) five trucks (including a description all Inventory of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management Business as of the Business:Closing (the “Business Inventory”); (b) all rights of the agreement between Seller and Power County regarding collection and transport Group under the lease of solid waste the Business Leasehold Property set forth on Schedule 1.1(b) (the "Power County “Transferred Lease Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts"”); (c) all permits, licenses, titles (including motor vehicle titles and current registrations) and any other similar documents from any and rights the Seller Group under all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits")Transferred Contracts; (d) all customer lists rights of the Seller relating Group under all Governmental Authorizations and all pending applications therefor or renewals thereof related to the BusinessBusiness and set forth on Schedule 1.1(d) (the “Business Governmental Authorizations”); (e) the good will all Transferred Technology; (f) all Transferred Intellectual Property Rights; (g) all other intangible rights and property, including going concern value and goodwill, of the Business; (fh) copies of the Books and Records; (i) all claims, demands, deposits, creditsrefunds, advance paymentsrebates, claims or causes of action, choses in action, rights relating of recovery, rights of set-off and rights of recoupment with respect to the Acquired Assets and the Assumed Liabilities (but not with respect to the Excluded Assets or any Excluded Liabilities) including, without limitation, all (x) rights under or pursuant to all warranties, rights to indemnities and guarantees made by third parties in connection with the Acquired Assets; (y) proceeds from insurance policies that relate to the Acquired Assets or the Business accruing Assumed Liabilities; and (z) claims for infringement of the Transferred Intellectual Property Rights against third parties whether arising prior to, on or after the Closing Date; (j) all prepaid charges, all guaranteesexpenses, warranties, indemnities and similar rights in favor of Seller fees (“Prepaid Assets”) with respect to any Acquired Assets or obligations of the Assets and all books and records primarily Business included in connection the Assumed Liabilities (but not with the operation of the Businessrespect to any Excluded Liabilities); and (gk) a non-exclusive license to use the name "Hunter Enterprises, Inc." all assets set forth on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any Schedule 1.1(k); and (l) all other Tangible Property of the accounts receivable of Business set forth on Schedule 1.1(l) (the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998“Business Tangible Property”).

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing on the Closing Date (Closing, Seller shall, or, as defined below) Seller applicable, shall conveycause its Subsidiaries to, sell, transfer, assign, convey and deliver to Buyer Sub, and assign to Buyers (Buyer Sub shall purchase, acquire and as among Buyersaccept from Seller, and such Subsidiaries, as they shall designate to Sellerapplicable, free and clear of all Liens (other than Permitted Liens), all of Seller’s or, as applicable, such Subsidiaries’ right, title and Buyers shall accept from Seller interest in and to all of the assets listed on Schedule 1.1 assets, property, Contracts, claims and rights of every kind and nature, whether tangible or intangible, whether real, personal or mixed, and wherever situated, to the extent primarily related to or primarily used in the Business, including the following (collectively, the "“Acquired Assets"), including without limitation:”): (a) five trucks (including a description of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:Conveyed Equity Interests; (b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts")Transferred Real Property; (c) all permits, licenses, titles (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits")Transferred Real Property Intangibles; (d) all customer lists of the Seller relating to the BusinessTransferred Tangible Property; (e) the good will of the BusinessTransferred Inventory; (f) the Transferred IP; (g) the Transferred Leases; (h) the Transferred Contracts; (i) the Transferred Permits; (j) the Transferred Books and Records; (k) the Transferred Accounts Receivable; (l) the Transferred Corporate Level Assets; (m) the Transferred Employee Benefit Plans; (n) all depositsclaims, demands, credits, advance paymentscauses of action, claims or choses in action, rights of setoff and rights of recoupment against third parties primarily relating to the Acquired Assets or the Assumed Liabilities, arising from facts, events, actions or inactions occurring whether before or after the Closing, including rights under manufacturers’ and vendors’ warranties; (o) with respect to the 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; (p) all insurance benefits, including rights and proceeds, to the extent primarily relating to the Business, the Acquired Assets or the Assumed Liabilities and to the extent paid following the Closing; (q) all insurance benefits, including rights and proceeds, to the extent primarily relating to the Business, the Acquired Assets or the Assumed Liabilities and to the extent paid following the date of this Agreement and prior to the Closing, but only to the extent such benefits, rights and proceeds are not used to purchase Acquired Assets prior to Closing; (r) all deferred and prepaid charges, recoverable deposits, advances, expenses, sums and fees solely to the extent primarily related to the Business accruing after arising from payments made prior to the Closing Date for goods or services where such goods or services have not been received as of the Closing Date, all guarantees, warranties, indemnities and similar rights in favor of Seller with respect to any of ; (s) the Assets and all books and records primarily in connection with the operation of the BusinessTransferred Restricted Cash; and (gt) a non-exclusive license to use the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire all goodwill associated with any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to assets, properties, claims and rights set forth above in this Agreement until at least March 17, 1998Section 2.1.

Sale and Transfer of Assets. Subject to and in accordance with On the terms and subject to the conditions of this Agreement, at on the Closing Date, PKI shall cause the Asset Sellers to sell, convey, assign, transfer and deliver to Buyer or its nominee, and Buyer or such nominee shall purchase and acquire from the Asset Sellers, all of the Asset Sellers’ right, title and interest in and to all assets, rights, properties, claims, contracts and business used primarily by the Asset Sellers in the conduct of, or otherwise primarily related to, the Business as of the Closing Date, including the following specifically identified assets, rights, properties, claims, contracts and business of the Asset Sellers as of the Closing Date, in each case to the extent used primarily by the Asset Sellers in the conduct of, or otherwise primarily related to, the Business (such assets, rights, properties, claims, contracts and business of the Asset Sellers collectively, the “Acquired Assets”): (i) all contracts related to the leasehold interests in real property described on Schedule 1.1(b)(i) and the leasehold interests in such real property (collectively, the “Real Property Leases”) and all rights of the Asset Sellers in any structures, improvements, buildings and facilities located on such leased property (the “Leased Facilities”); (ii) all equipment, furniture, furnishings, fixtures, machinery, vehicles, tools and other tangible personal property, including any items set forth on Schedule 1.1(b)(ii) (collectively, the “Equipment”), and all warranties and guarantees, if any, express or implied, existing for the benefit of the Asset Sellers in connection with the Equipment, to the extent transferable (with respect to warranties and guarantees); (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, including any items of PKI Germany set forth on Schedule 1.1(b)(iii) to the extent not sold prior to the Closing (collectively, the “Inventory”); (iv) all management information systems, including hardware and software, to the extent that such systems and software are transferable, and all customer lists, vendor lists, catalogs, research material, technical information, trade secrets, technology, know-how, 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 (up to $100,000 in the aggregate) required to effect the transfer of the Systems and Information (it being understood that amounts due under the Transition Services Agreement shall not be included in the aggregate amount described in this sentence); (v) except contracts that regard or cover pension liabilities that shall remain with PKI Germany in accordance with this Agreement, all contracts, maintenance and service agreements, joint venture agreements, purchase commitments for materials and other services, advertising and promotional agreements, personal property leases, collective bargaining agreements (to the extent assignable) and other agreements (including any agreements of the Asset Sellers with customers, suppliers, sales representatives, agents, personal property lessors, personal property lessees, licensors, licensees, consignors and consignees specified therein), including those that are set forth on Schedule 1.1(b)(v) attached hereto (collectively, the “Contracts”); (vi) all Intellectual Property in which either of the Asset Sellers has an ownership interest or a purported ownership interest, including the Patents and Trademarks (including domain names) set forth on Schedule 1.1(b)(vi), and Copyrights included in the Acquired Assets, and including all goodwill associated with any of the foregoing and all rights to xxx for past infringement of any of the foregoing (collectively, the “Acquired Intellectual Property”); (vii) all licenses, permits or franchises issued by any federal, state, municipal or foreign authority relating to the development, use, maintenance or occupation of the Leased Facilities or the operations of the Business, to the extent that such licenses, permits or franchises are transferable; (viii) all accounts receivable and other receivables in existence at the Closing Date (as defined belowwhether or not billed) Seller shall convey, transfer, deliver and assign to Buyers (and as among Buyers, as they shall designate to Seller), and Buyers shall accept from Seller all of the assets listed on Schedule 1.1 (collectively, the "Assets"), including without limitation: (a) five trucks (including a description of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business: (b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts"“Accounts Receivable”); (cix) all permits, licenses, titles (including motor vehicle titles goods and current registrations) and any other similar documents from any services and all governmental authorities constituting a material authorization or entitlement or otherwise material other economic benefits to be received subsequent to the operation Closing Date arising out of prepayments and payments by the Asset Sellers prior to the Closing Date; (x) to the extent assignment or management of transfer is permitted by applicable law, all personnel and employment records that relate to the Transferred German Employees and the PKI Netherlands Business owned by, issued to, or held by or otherwise benefiting Seller Employees (the "Governmental Permits"other than any Non-Transferred Netherlands Business Employees); (dxi) all customer lists rights, causes of action, judgments, claims and demands existing as of the Closing Date under manufacturers’ and vendors’ warranties, in each case, to the extent transferable; (xii) all actions, claims, causes of action, rights of recovery, choses in action and rights of setoff of any kind that either Asset Seller may have against any person or entity arising before, on or after the Closing Date primarily relating to any matter described in this Section 1.1(b) or the Business; (e) the good will of the Business; (fxiii) all depositsbooks (other than stock and partnership record books), creditsrecords, advance paymentsaccounts, claims ledgers, files, documents, correspondence, studies, reports and other printed or rights relating written materials except to the Assets or the Business accruing after the Closing Date, all guarantees, warranties, indemnities and similar rights in favor of Seller with respect extent such documents are required by applicable law to any of the Assets and all books and records primarily in connection with the operation of the Businessbe maintained by either Asset Seller; and (gxiv) a non-exclusive license to use the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998all goodwill.

Sale and Transfer of Assets. Subject to and in accordance with the terms and conditions of this Agreement, at (a) At the Closing on and effective as of the Closing Date (as defined below) Date, Buyer will purchase and acquire from Seller, and Seller shall conveywill sell, transfer, convey, assign and deliver to Buyer, on a going concern basis, all of its right, title and assign to Buyers (interest in the assets and as among Buyersproperties owned, used or held for the benefit of Seller in the operation of the Business, as they shall designate to Seller)the same will exist as of the Closing Date, and Buyers shall accept from Seller including without limitation, all of the outstanding securities of New Hope International Media Limited, a United Kingdom corporation ("New Hope International"), all of the magazines, tradeshows, expositions, conferences, market studies, electronic/internet products, all ancillary products, all tangible and intangible assets, trademarks, licenses, and goodwill relating to the Business, Contracts, advertiser lists and other mailing lists, printed material and work in process, cash in an amount of $250,000, receivables, inventory, prepaid expenses, deposits, furniture and equipment, and other assets listed on Schedule 1.1 used in connection with the operating of the Business (collectively, the "Acquired Assets"), including including, without limitation: , the Acquired Assets set forth in the Xxxx of Sale, attached hereto as Exhibit A (a) five trucks (including a description the "Xxxx of the model and year and the serial numberSale"), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:. (b) Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement between to sell, convey, assign, sublease or transfer any Acquired Assets, including, Contracts and Permits, if an attempted sale, conveyance, assignment, sublease or transfer thereof, without the Consent of another party thereto or a Governmental Authority would constitute a breach of, or in any way affect the rights of Seller or Buyer with respect to such Acquired Asset ("Nonassignable Items"). Seller shall use its best efforts and Buyer shall cooperate in all reasonable respects with Seller to obtain and satisfy all Consents and to resolve all impracticalities of sale, conveyance, assignment, sublease or transfer necessary to convey to Buyer all Nonassignable Items. If any such Consents are not obtained and satisfied prior to the Closing Date or if an attempted sale, conveyance, assignment, sublease or transfer thereof would be ineffective, Seller and Power County regarding collection and transport of solid waste its appropriate Affiliates shall at the Closing enter into such arrangements (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(aincluding related written agreements) as contractsBuyer may reasonably request to (i) provide to Buyer the benefit of any such Nonassignable Item, agreements or accounts contemplated including, without limitation, continuing to be assumed operate the Nonassignable Item on behalf of Buyer (it being acknowledged that such arrangement may include obligations imposed on Seller and such Affiliates promptly to pay to Buyer when received all monies and other items of value received by IWCI pursuant to this Agreement (the "Assumed Contracts"); (c) all permits, licenses, titles (including motor vehicle titles Seller and current registrationssuch Affiliates under any such Nonassignable Item) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits"); (dii) all customer lists of the Seller relating to the Business; (e) the good will of the Business; (f) all deposits, credits, advance payments, claims or rights relating to the Assets or the Business accruing after the Closing Date, all guarantees, warranties, indemnities and similar rights in favor of indemnify Seller with respect to its obligations under, and any of the Assets and all books and records primarily in connection action properly taken by Seller with the operation of the Business; and (g) a non-exclusive license to use the name "Hunter Enterprisesrespect to, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998such Nonassignable Item.

Sale and Transfer of Assets. Subject to and in accordance with On the terms and subject to the conditions of set forth in this Agreement, at the Closing on the Closing Date (as defined below) Seller shall unconditionally sell, convey, transferassign, transfer and deliver and assign to Buyers (and as among BuyersPurchaser and/or one or more of its Affiliates or Subsidiaries, as they applicable, and Purchaser and/or one or more of its Affiliates or Subsidiaries, as applicable, shall designate to purchase, acquire and accept from Seller, free and clear of all Liens, Claims and interests (except for Permitted Liens and Assumed Liabilities), and Buyers shall accept from Seller all of Seller's right, title and interest in and to the assets listed on Schedule 1.1 Assets, properties, rights, claims, contracts and businesses of every kind, character and description, whether tangible or intangible, whether real, personal or mixed, whether accrued, contingent or otherwise, and wherever located which are used in or are related to the Business, other than the Retained Assets (collectively, the "Acquired Assets"), including including, without limitation: (a) five trucks (including a description of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:all Intellectual Property; (b) all rights of Seller in and to all supply agreements, License Agreements, services agreements, advisory agreements, promotional agreements, confidentiality agreements (under which Seller has provided information to or received information from a Third Party), all purchase orders for the agreement between sale or purchase of goods or services, or both, and all other contracts and other agreements of whatever nature to which Seller and Power County regarding collection and transport of solid waste is a party (collectively, the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts"); (c) all permits, licenses, titles (including motor vehicle titles rights of Seller in and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to leases with respect to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits")Real Property; (d) all books, files, data, customer lists and supplier lists, Customer Information, cost and pricing information, business plans, quality control records and manuals, blueprints, research and development files, personnel records and all other records of the Seller relating to the BusinessSeller; (e) all personal computers, computer hardware and Software of Seller; (f) all inventory, supplies, finished goods, works in process, goods-in-transit, packaging materials and other consumables of Seller (the good will "Inventory"), including Inventory (A) in transit from suppliers of the Business or (B) held by suppliers of the Business; (fg) all depositsPermits of Seller; (h) all machinery, creditsvehicles, advance paymentstools, claims equipment, furnishings, office equipment, fixtures, furniture, spare parts and other fixed Assets which are used in the Business, and which are owned or rights relating to the Assets or the Business accruing after leased by Seller on the Closing Date, ; (i) all guarantees, warranties, indemnities and similar rights in favor advertising or promotional materials of Seller with respect Seller; (j) all manufacturer's warranties to any of the extent related to the Assets and all books claims under such warranties; (k) all rights to the telephone numbers (and records primarily related directory listings), Internet domain names, and Internet sites used by Seller; (l) all prepaid expenses of Seller; (m) all Tax refunds and recoveries and similar benefits of Seller; (n) all rights, privileges, claims, demands, choses in connection action, prepayments, deposits, refunds, indemnification rights against Third Parties, warranty claims (to the extent transferable) against Third Parties, offsets and other claims of Seller (other than Accounts Receivable) against Third Parties; (o) all security deposits, earnest deposits and all other forms of security placed wixx Xxxxer for the performance of a contract or agreement which otherwise constitute a portion of the Assets; (p) all investments; (q) all rights with respect to bank accounts of Seller; (r) all insurance policies for the operation benefit of Seller or in respect of the Business or Assets and all rights of every nature and description under or arising out of such policies; (s) all Accounts Receivable; (t) customer relationships, the goodwill and all other intangible assets relating to, symbolized by or associated with the Business; and (gu) a non-exclusive license all other assets and properties related to use or used in connection with the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998Business.

Sale and Transfer of Assets. Subject to and in accordance with At the terms and conditions of this AgreementClosing, at the Closing on the Closing Date (as defined below) each Seller shall convey(and, where applicable, shall cause its Subsidiaries to) sell, transfer, assign, convey and deliver and assign to Buyers (and as among Buyers, as they shall designate to Seller)Acquisition Sub, and Buyers Acquisition Sub shall purchase, acquire and accept from such Seller and its Subsidiaries, all of such Seller’s and its Subsidiaries’ right, title and interest in, to and under all of the assets listed assets, properties and rights of every kind and description, real, personal or mixed, tangible or intangible, absolute or contingent, wherever located, whether or not reflected on Schedule 1.1 the Books and Records of such Seller or any of its Subsidiaries (the “Assets”) used in, or held for use in, the operation of the Business or the Products, except for the Excluded Assets (collectively, the "“Acquired Assets"”), including without limitationfree and clear of all Liens (other than Permitted Liens). Without limiting the foregoing, the Acquired Assets shall include each of the following: (a) five trucks (including a description all of the model and year and Assets owned by PES, but excluding the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:Excluded Contracts; (b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts")Transferred Tangible Property; (c) all permits, licenses, titles the Transferred Technology (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management copies of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits"Shared Technology); (d) all customer lists of the Seller relating to the BusinessTransferred IPR; (e) the good will rights of any Seller and its Subsidiaries under all of the BusinessLeases of Leased Real Property set forth on Schedule 2.1(e) (“Transferred Leasehold Property”); (f) the rights of any Seller and its Subsidiaries under the Contracts set forth (i) on Schedule 2.1(f)(i) (the “Regular Transferred Contracts”) and (ii) on Schedule 2.1(f)(ii) (the “MITA Transferred Contracts” collectively, with the Regular Transferred Contracts and the Leases of the Transferred Leasehold Property, the “Transferred Contracts”); provided, however, if the MITA Closing does not occur on or prior to the Closing, the there shall be no MITA Transferred Contracts, and all MITA Transferred Contracts shall be Excluded Contracts. (g) the rights of any Seller and its Subsidiaries under all Permits and all pending applications therefor or renewals thereof used in or, held for use in the operation of the Business or the Products, including those Permits set forth on Schedule 2.1(g) (the “Transferred Permits”); (h) all Books and Records (or copies thereof to the extent not solely used in the Business), except the Organizational Documents of the Sellers; (i) all claims, demands, deposits, credits, advance payments, claims refunds (excluding refunds of Taxes paid by any Seller or rights relating to the Assets or the Business accruing after the Closing Date, all guarantees, warranties, indemnities and similar rights in favor of Seller its Subsidiaries with respect to any Pre-Closing Tax Period), rebates, credits, causes of action, choses in action, rights of recovery, rights of set-off and rights of recoupment relating to the Assets Business or the Acquired Assets, including (i) rights under or pursuant to all warranties, rights to indemnities and all books and records primarily guarantees made by third parties in connection with the operation Acquired Assets, (ii) proceeds from insurance policies that relate to the Acquired Assets or the Assumed Liabilities, and (iii) with respect to the Transferred IPR, the right to register, prosecute, maintain or record any of such Intellectual Property Rights with any Governmental Authority and the right to all future income, royalties, and payments due with respect to such Intellectual Property Rights, including rights to damages and payments for past, present or future infringements or misappropriations thereof; (j) all prepaid deposits, charges, expenses, and fees relating to the Business; and (gk) a non-exclusive license to use all assets set forth on Schedule 2.1(k) as may be amended by an executed consent of Buyer, Acquisition Sub, and the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998Sellers.

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing Closing, each Seller shall, or in the case of any of the following that is owned by an Affiliate of a Seller, shall cause the applicable Transferring Party to, sell, transfer, assign, convey and deliver to Buyer (or Affiliates of Buyer), and Buyer (or Affiliates of Buyer) shall purchase, acquire and accept from the applicable Transferring Party, all of the Transferring Party’s right, title and interest in and to the following properties, rights and assets (but in all cases excluding the Excluded Assets) of such Seller or such Affiliate, as and to the extent existing on the Closing Date (such properties, rights and assets are hereinafter collectively referred to as defined below) Seller shall convey, transfer, deliver and assign to Buyers (and as among Buyers, as they shall designate to Sellerthe “Acquired Assets”), and Buyers shall accept from Seller (x) in the case of Acquired Assets that are transferred or assigned by U.S. Debtors, free and clear of all Liens (other than Permitted Liens) and Claims pursuant to Section 363 of the assets listed on Schedule 1.1 U.S. Bankruptcy Code, (collectivelyy) in the case of Acquired Assets that are transferred or assigned by Canadian Debtors, free and clear of all Liens (other than Permitted Liens) pursuant to the "Assets")terms of the Approval and Vesting Order, including without limitationwhen granted, and (z) in the case of Acquired Assets that are transferred or assigned by a Non-Debtor Nortel Networks Entity, free and clear of all Liens other than Permitted Liens: (a) five trucks the Tangible Property set forth on Schedule 2.1(a)(i) (including a description collectively, the “Business Tangible Property”); provided, that with respect to Business Tangible Property containing the software set forth on Schedule 2.1(a)(ii) that is licensed from third parties and cannot be assigned to Buyer absent consent of the model and year and licensor thereof (the serial number“Restricted Software”), containers and route liststhe physical transfer of such Business Tangible Property from the applicable Transferring Party to Buyer shall occur at the Closing, used primarily in connection with but legal title to such Business Tangible Property shall not transfer to Buyer until the ownership, operation and management earlier of the Business:time specified in the Transition Services Agreement or the date of expiration or termination of the Transition Services Agreement; (b) all Specified Inventory (whether located at a business facility, in the agreement between possession of any contract manufacturer, or at any other location in the supply chain, of any Seller and Power County regarding collection and transport or any of solid waste its Affiliates) owned by any Seller or an Affiliate of any Seller (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts"“Business Inventory”); (c) all permits(i) the Contracts set forth on Schedule 2.1(c), licenses, titles (ii) any Exclusive Service Contracts (including motor vehicle titles any renewals of existing Exclusive Service Contracts) that any Seller or an Affiliate of any Seller enters into with a third party during the period between the date hereof and current registrationsthe Closing (the “New Exclusive Service Contracts”), (iii) and any other similar documents from confidentiality or non-disclosure agreements entered into by any and all governmental authorities constituting a material authorization Seller or entitlement or otherwise material to any of its Affiliates in connection with the operation or management sale of the Business owned by(other than the Confidentiality Agreement) and (iv) any other Contract, issued tothe entry into of which Buyer consents to in accordance with Section 7.7(a) (which additional Contracts shall be set forth on updated Schedule 2.1(c) delivered at Closing) (together with the Contracts listed under clauses (i) and (ii) above, or held by or otherwise benefiting Seller (collectively, the "Governmental Permits"“Business Contracts”); (d) all customer lists (i) the Intellectual Property Assets owned by any Seller or an Affiliate of any Seller set forth on Schedule 2.1(d) and (ii) to the extent not covered by Section 2.1(d)(i), the Intellectual Property Assets owned by such Seller and/or its Affiliates that are (x) used in Products as of the Closing Date and (y) have never been used in any other commercial products of any Seller and/or its Affiliates (including, for the sake of clarity, the EMEA Sellers), in each case including all Intellectual Property Rights therein and the goodwill associated therewith and all rights to xxx for past, present or future infringement and to collect and retain all damages and profits relating to the Business; foregoing (ethe assets and rights included in clauses (i) and (ii), the good will “Business Intellectual Property”; for the sake of clarity, no Prior Existing IP shall be deemed to be Business Intellectual Property); provided, that in the Business; (f) all deposits, credits, advance payments, claims or rights relating to the Assets or the Business accruing after the Closing Date, all guarantees, warranties, indemnities and similar rights in favor case of Seller with respect to any of the Intellectual Property Assets and all books Intellectual Property Rights that constitute patents, patent applications, domain names and records primarily in connection with the operation of the Business; and (gwebsites, inventions and/or invention disclosures, only those patents, patent applications, domain names and websites, inventions and invention disclosures specifically listed on Schedule 2.1(d) a non-exclusive license to use the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998.constitute Business Intellectual Property and be assigned;

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing on Seller shall, in accordance with the Closing Date (as defined below) Seller shall conveyBills of Sale, sell, transfer, assign, convey and deliver and assign to Buyers (and as among Buyers, as they shall designate to Seller)Buyer, and Buyers shall Buyer shall, in accordance with the Bills of Sale, purchase, acquire and accept from Seller Seller, all right, title and interest in, to and under the following assets, properties and rights of the assets listed on Schedule 1.1 Seller, (collectively, the "“Transferred Assets"”), including without limitationfree and clear of all Liens: (a) five trucks (including a description of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:Transferred Tangible Property; (b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts")Transferred Inventory; (c) all permits, licenses, titles (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits")Transferred Patents; (d) all customer lists of the Seller relating to the BusinessTransferred Trademarks; (e) the good will of the BusinessTransferred Other IP; (f) the Transferred Technology; (g) the Transferred Lease; (h) the Transferred Contracts; (i) the Transferred Permits; (j) the Transferred Books and Records; (k) all depositsGovernmental Approvals held by Seller necessary for the lawful operation of the Diagnostic Business to the extent transferable to Buyer under applicable Law. (l) all claims, creditsdemands, advance paymentscauses of action, claims or choses in action and rights of recoupment against third parties relating to the Assets Assumed Liabilities, arising from facts, events, actions or the Business accruing inactions occurring whether before or after the Closing; (m) the amount of, and all rights to, any insurance proceeds received by Seller after the date of this Agreement in respect of the loss, destruction or condemnation of any Transferred Assets occurring prior to the Closing Dateor relating to any Assumed Liabilities assumed by the Buyer, all guarantees, warranties, indemnities and similar rights in favor of to the extent such proceeds are not otherwise used by Seller to repair such loss or destruction or settle such Assumed Liability prior to or after the Closing; (n) with respect to the 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 Assets and all books and records primarily in connection with the operation of the Diagnostic Business; and (go) a non-exclusive license all prepaid amounts, prepaid deposits, charges, expenses, and fees relating to use the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998Diagnostic Business.

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing on the Closing Date Closing, Seller will (as defined belowand, where applicable, will cause its Subsidiaries to) Seller shall conveysell, transfer, assign, convey and deliver and assign to Buyers (and as among Buyers, as they shall designate to Seller)Buyer, and Buyers shall Buyer will (and, where applicable, will cause its Subsidiaries to) purchase, acquire and accept from Seller and its Subsidiaries, all right, title and interest in, to the assets, properties and rights of Seller or any of its Subsidiaries that are exclusively or primarily used, or held exclusively or primarily for use, in connection with, or otherwise exclusively or primarily related to, the assets listed Business wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on Schedule 1.1 the books and records of Seller or any of its Subsidiaries, as applicable, except for the Excluded Assets (collectively, the "“Acquired Assets"”), free and clear of all Liens other than Permitted Liens, including without limitationthe following assets, properties and rights of Seller or any of its Subsidiaries: (a) five trucks (including a description of the model and year and the serial number), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:Transferred Tangible Property; (b) the agreement between Seller Transferred Technology and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts")Joint IP; (c) all permits, licenses, titles (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits")Transferred Intellectual Property Rights; (d) all customer lists the Transferred Inventory; (e) the Transferred Permits; (f) the equity interests of the Transferred Subsidiary; (g) the Transferred Real Property Leases; (h) the rights and benefits of Seller and its Subsidiaries under the Transferred Contracts and the Transferred Rights in Shared Contracts, including, in each case, any express or implied warranties, representations, indemnities or guarantees made by suppliers, manufacturers, contractors and other third parties thereunder; (i) all Accounts Receivable to the extent primarily relating to the Business; (ej) the good will copies of all Transferred Books and Records, and originals of any Tax Returns of any Transferred Subsidiary (provided, Seller shall be entitled to retain copies of such Tax Returns); (k) all goodwill associated exclusively with the Business; (fl) all depositsprepaid expenses, credits, deposits, claims, refunds, rights of recovery, rights of set-off, rights of recoupment and advance payments, claims or rights relating to the Assets or the Business accruing after the Closing Date, all guarantees, warranties, indemnities and similar rights in favor payments of Seller with respect to any of the Assets and all books and records primarily in connection with the operation of the Businesskind under any Transferred Contract; and (gm) a nonall Actions and rights of recovery against third Persons to the extent relating to the (x) items in Sections 2.1(a) through 2.1(l) or (y) Assumed Liabilities; provided that for Joint IP and Transferred Intellectual Property Rights in and to the Joint IP, Seller and Buyer will retain joint ownership interest and accordingly, Seller will sell, transfer, assign, convey and deliver to Buyer an undivided, one-exclusive license to use the name "Hunter Enterpriseshalf of all right, Inc." on the Assets for up to 90 days after the Closing Datetitle, and interest therein. Notwithstanding the foregoingAs joint owner, the Buyers shall not acquire neither Buyer nor Seller will have any duty of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to this Agreement until at least March 17, 1998accounting.

Sale and Transfer of Assets. Subject to and in accordance with Upon the terms and subject to the conditions of set forth in this Agreement, at the Closing on the Closing Date (as defined below) Closing, Seller shall, and shall conveycause its Affiliates to, sell, transfer, assign, convey and deliver and assign to Buyers Buyer (and as among Buyersor, as they shall designate to Sellerapplicable, one or more Affiliates of Buyer designated by Buyer in writing), and Buyers Buyer shall (or, as applicable, shall cause such Affiliates of Buyer to) purchase, acquire and accept from Seller and its Affiliates, free and clear of all Liens (other than Permitted Liens), all of Seller’s and its Affiliates’ right, title and interest in and to the assets listed on Schedule 1.1 following (collectively, the "“Acquired Assets"), including without limitation:”): (a) five trucks The Transferred Rail Assets (including a description of other than the model and year and the serial numberRelated Assets set forth on Schedule 2.2(n)(i) or 2.2(n)(ii), containers and route lists, used primarily in connection with the ownership, operation and management of the Business:); (b) the agreement between Seller and Power County regarding collection and transport of solid waste (the "Power County Agreement") the terms of which are attached hereto as Exhibit 1.1(b), customer accounts, and any other commitments and arrangements specifically identified in Schedule 3.12(a) as contracts, agreements or accounts contemplated to be assumed by IWCI pursuant to this Agreement (the "Assumed Contracts")Transferred Tangible Property; (c) all permits, licenses, titles (including motor vehicle titles and current registrations) and any other similar documents from any and all governmental authorities constituting a material authorization or entitlement or otherwise material to the operation or management of the Business owned by, issued to, or held by or otherwise benefiting Seller (the "Governmental Permits")Transferred IP; (d) all customer lists of the Seller relating to the BusinessTransferred Technology; (e) the good will of the BusinessTransferred Contracts; (f) the Transferred Permits; (g) the Transferred Books and Records; provided, however, that Seller may retain a copy of the Transferred Books and Records; (h) the Transferred Accounts Receivable; (i) all depositsclaims, demands, credits, advance paymentscauses of action, claims or choses in action, rights of setoff and rights of recoupment against third parties relating to the Acquired Assets or the Business accruing Assumed Liabilities, arising from facts, events, actions or inactions occurring whether before or after the Closing Closing, including rights under manufacturers’ and vendors’ warranties, except those explicitly listed as an Excluded Asset; (j) with respect to the 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; (k) to the extent not included in the calculation of the Data Tape Adjustment Amount in connection with an Event of Loss, all insurance benefits, including rights and proceeds, arising from or relating to the Acquired Assets or the Assumed Liabilities prior to the Revenue Cutoff Date; (l) all deferred and prepaid charges, recoverable deposits, advances, expenses, sums and fees solely to the extent related to the Business or the Assumed Liabilities arising from payments made prior to the Revenue Cutoff Date for goods or services where such goods or services have not been received as of the Revenue Cutoff Date and only to the extent included in the Modified Working Capital; (m) to the extent not included in the calculation of the Data Tape Adjustment Amount in connection with an Event of Loss occurring prior to the Revenue Cutoff Date, all guaranteesinsurance benefits, warrantiesincluding rights and proceeds, indemnities and similar rights arising from or relating to the Acquired Assets or the Assumed Liabilities; (n) all prepaid deposits made by Seller or its Subsidiaries for raw materials on order to the extent included in favor of Seller with respect to any of the Assets and all books and records primarily in connection with the operation of the BusinessModified Working Capital; and (go) a non-exclusive license to use the name "Hunter Enterprises, Inc." on the Assets for up to 90 days after the Closing Date. Notwithstanding the foregoing, the Buyers shall not acquire all goodwill associated with any of the accounts receivable of the Seller. The Buyers agree not to send out their first bills to customer accounts acquired pursuant to assets, properties, claims and rights set forth above in this Agreement until at least March 17, 1998Section 2.1.