Common use of Sale and Transfer of Assets Clause in Contracts

Sale and Transfer of Assets. On the Closing Date (as hereinafter defined), subject to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title and interest of Seller in and to all of the following assets and properties of the Business, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the "Assets") including: (a) all the furniture, fixtures, machinery, vehicles, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "Inventory"), and all warranties and warranty claims relating thereto and rights of return with respect thereto; (c) all packaging materials and other supplies of Seller (the "Supplies"); (d) each of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to Buyer; (e) all unfilled sales orders with customers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (g) all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to the Business; (h) all trade accounts receivable of the Business (the "Accounts Receivable") in existence on the Closing Date; (i) all of Seller's books and records pertaining to the Business, including, without limitation, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining to the assets, properties and business being acquired by Buyer hereunder; provided, however, that Buyer shall preserve such books and records and Seller shall have the right of reasonable access to and examination of such books and records, including the right to make copies thereof, for a period of five (5) years from the Closing Date upon reasonable notice to Buyer and during normal business hours; and (j) all federal, state, local and other governmental licenses, permits, approvals and authorizations associated with or necessary for conduct of the Business as conducted on the Closing Date, other than those which are not transferable. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Assets").

Sale and Transfer of Assets. On (a) Except as otherwise provided herein, the purchase and sale of the Purchased Assets shall occur at a closing (“Closing”) to be held at a mutually agreeable time and location on or before February 23, 2007 (the “Closing Date (as hereinafter definedDate”), subject to extension upon the mutual written agreement of the parties. (b) At Closing and subject to the terms and conditions hereinafter set forthherein contained, Sellers shall deliver to Buyer the following items: (i) the original client contracts that are listed on Schedule “1(b)” and all files related to such Clients; (ii) Promissory Note to be executed by the Buyer and ALS in substantially the form attached hereto and incorporated by reference herein as Exhibit “A”, (iii) Registration Rights Agreement to be executed by the Buyer and ALS in substantially the form attached hereto and incorporated by reference herein as Exhibit “B”, (iv) Assignment and Assumption Agreement for each of the Assumed Obligations, to be mutually executed, in substantially the form attached hereto and incorporated by reference herein as Exhibit “D”, (v) Xxxx of Sale in substantially the form attached hereto and incorporated by reference herein as Exhibit “E”, (vi) Certified resolutions of each Seller agrees to sellauthorizing this Agreement and the transactions contemplated hereunder as Exhibit “F”, convey(vii) certificate of incumbency of each Seller and a good standing certificate of each Seller, assign(viii) Employment agreement or consulting agreement, transfer and deliver reasonably satisfactory to Buyer, executed by each Shareholder, (ix) an opinion of counsel for the Sellers and Buyer agrees Shareholders, reasonably satisfactory to purchase from SellerBuyer, all of the right, title and interest of Seller in and (xi) UCC-3 termination statements authorized to all of the following assets and properties of the Business, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the "Assets") including: (a) all the furniture, fixtures, machinery, vehicles, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "Inventory"), and all warranties and warranty claims relating thereto and rights of return be filed with respect thereto;to any Adverse Claims on the Purchased Assets. (c) all packaging materials At Closing and other supplies subject to the terms and conditions herein contained, Buyer shall deliver to Seller the following items: i) the Purchase Price as set forth in Section 3 and ii) an opinion of Seller (counsel for the "Supplies");Buyer, reasonably satisfactory to Sellers. (d) each of the contractsAt all times, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Business, as to which mutually acceptable arrangements Sellers shall be made for such equipment and vehicles furnish or cause to be leased by or otherwise transferred furnished to Buyer, and copies of which have previously been delivered to Buyer; (e) Buyer all unfilled sales orders with customers relating to information concerning the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (g) all customer and client lists, Purchased Assets including all route financial and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to operating data concerning the Business; (h) all trade accounts receivable of the Business (the "Accounts Receivable") in existence on the Closing Date; (i) all of Seller's books and records pertaining to the Business, including, without limitation, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining to the assets, properties and business being acquired by Buyer hereunder; provided, however, that Buyer shall preserve such books and records and Seller shall have the right of reasonable access to and examination of such books and records, including the right to make copies thereof, for a period of five (5) years from the Closing Date upon reasonable notice to Buyer and during normal business hours; and (j) all federal, state, local and other governmental licenses, permits, approvals and authorizations associated with or necessary for conduct of the Business as conducted on the Closing Date, other than those which are not transferable. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Purchased Assets").

Sale and Transfer of Assets. On the Closing Date (as hereinafter defined), subject to the terms and conditions hereinafter set forth, Seller agrees to sell, assign, transfer, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the Seller's right, title and interest of Seller in and to all of the following assets and properties of the Business, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter herein collectively referred to as the "Assets") includingfree and clear of all liens, claims, mortgages, pledges, charges, security interests and other restrictions or encumbrances (collectively "Encumbrances") of any kind except as may be specifically provided herein: (a) all the The furniture, fixtures, machinery, vehicles, fixtures and equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto"A" attached hereto and made a part hereof (the "Equipment"); (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business Client lists (the "InventoryClient Lists"), files, records and all warranties books of accounts owned and warranty claims maintained by the Seller in connection with or relating thereto and rights to the Business. A copy of return with respect thereto;the Client List is attached as Exhibit B. (c) all packaging materials Seller's interest in the trade names "AIH RECEIVABLE MANAGEMENT SERVICES" and other supplies of Seller (the "SuppliesAIH EARLY RECOVERY SERVICES");. (d) each of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to BuyerSeller's business telephone number(s); (e) all unfilled sales orders with customers relating to the Business, All other assets and properties of any nature whatsoever held exclusively for use in existence on the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (g) all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to the Business; (h) all trade accounts receivable of the Business (other than assets expressly excluded form the sale as provided herein) including without limitation, machinery and equipment, advertising materials, catalogs, correspondence, mailing lists, sales materials and records, purchasing materials and records, files, and other records used in or required in the Business as heretofore and presently being conducted by the Seller. The Assets do not include (the "Accounts ReceivableExcluded Property") in existence on the Closing Date;): (i) all of Cash and cash equivalents owned by the Seller's books and records pertaining to the Business, including, without limitation, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining to the assets, properties and business being acquired by Buyer hereunder; provided, however, that Buyer shall preserve such books and records and Seller shall have the right of reasonable access to and examination of such books and records, including the right to make copies thereof, for a period of five (5) years from the Closing Date upon reasonable notice to Buyer and during normal business hours; and (j) all federal, state, local and other governmental licenses, permits, approvals and authorizations associated with or necessary for conduct of the Business as conducted on the Closing Date, other than those which are not transferable. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Accounts receivable owned by the Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents the sale of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers goods and tax records of Seller (collectively, the "Excluded Assets")services completed prior to closing this transaction.

Sale and Transfer of Assets. On 2.1. Upon the Closing Date (as hereinafter defined), terms and subject to the terms and conditions hereinafter set forthforth in this Agreement, Seller agrees to shall sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to shall purchase and acquire from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all of the Seller’s worldwide right, title and interest of Seller in and to all of the following assets and properties wherever they exist throughout the world (the “Acquired Assets”) (but excluding the Excluded Assets): 2.1.1. The VAR Business conducted by Seller as a going concern through use of the Business, other than the Excluded Assets (as defined below) (enumerated assets to be conveyed pursuant to this Agreement. The VAR Business includes any and all goodwill associated with said business and the assets soldowned, conveyed, assigned and transferred licensed (to the extent transferable) or used by Seller in connection with the operation of said business, as the same are identified in the Exhibits to this Agreement. 2.1.2. To the extent transferable, all third party warranties directly associated with the VAR Business or the Acquired Assets. 2.1.3. To the extent permitted under applicable law or regulations, all licenses, permits and authorizations held by Seller relating to the VAR Business or the Acquired Assets, including but not limited to the licenses, permits and authorizations set forth on Exhibit J. 2.1.4. The Customer Contracts identified on Exhibit A hereto (subject to the receipt of any required consents to the assignment to Buyer are hereinafter collectively referred (or its Affiliate, if applicable) of any such Customer Contracts; hereinafter, the “Customer Consents”). Seller represents that the Customer Contracts listed on Exhibit A represent Seller’s best estimate of all of Seller’s contracts related to as the "Assets"VAR Business and Seller agrees that not later than sixty (60) including:days after execution of this Agreement, Seller will endeavor in good faith, working cooperatively with Buyer, to add any of Seller’s customer contracts related to the VAR Business that were omitted in the preparation of Exhibit A to the list of contracts of the VAR Business to be included in the definition of Customer Contracts and the Acquired Assets conveyed to Buyer pursuant to this Agreement. For the avoidance of doubt, Seller’s project # 145097 for the Novi Schools is not one of the contracts to be assigned to Buyer; Seller will perform that project and collect all revenues derived therefrom. (a) 2.1.5. Subject to and on the terms set forth in Section 14 hereof, all right, title and interest in the furniture, fixtures, machineryequipment, vehiclessupplies and other fixed assets used in connection with the VAR Business operated out of Seller’s locations, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto;B attached hereto (the “Tangible Personal Property”). Seller represents that the Tangible Personal Property listed on Exhibit B represents Seller’s best estimate of such assets used in the VAR Business and Seller agrees that not later than sixty (60) days after execution of this Agreement Seller will endeavor in good faith, working cooperatively with Buyer, to update Exhibit B to add any furniture, fixtures, equipment, supplies or other fixed assets omitted in the preparation of Exhibit B to the list of Tangible Personal Property to be included in the Acquired Assets conveyed to Buyer pursuant to this Agreement. 2.1.6. To the extent legally permissible under applicable laws or regulations (b) all inventories as such laws or regulations may be updated from time to time within a reasonable period of cigarettestime after the Effective Date): the contents of VAR Business databases, affixed lists of VAR Business customers and unaffixed tax stampsvendors, confectionsVAR Business sales and business records and advertising and promotional materials, cigarsVAR Business inventory, tobacco, candies, health operating and beauty care products, general merchandise, groceries, frozen foods production records and other finished goods copies of the personnel records of VAR Business employees (including any updates that may occur after the Effective Date), the credit records of customers and vendors of the VAR Business, accounting, banking and financial records of the VAR Business (including any financial statements of the "Inventory"VAR Business), and all warranties and warranty claims relating thereto and rights similar assets, including, but not limited to, those provided to Buyer during its due diligence investigation of return with respect thereto;the VAR Business prior to the Effective Date. (c) all packaging materials 2.1.7. The intellectual property and other supplies of intangible rights identified on Exhibit B1 attached hereto. Seller (represents that the "Supplies"); (d) each of the contracts, agreements and personal intellectual property leases, listed on Exhibit C hereto and marked with an asterisk, including leases B1 represents Seller’s best estimate of equipment and vehicles such assets used in the BusinessVAR Business and Seller agrees that not later than sixty (60) days after execution of this Agreement, as Seller will endeavor in good faith, working cooperatively with Buyer, to which mutually acceptable arrangements shall be made for such equipment update Exhibit B1 to add any intellectual property or other intangible rights omitted in the preparation of Exhibit B1 to the list of intellectual property and vehicles other intangible rights to be leased by or otherwise transferred included in the Acquired Assets conveyed to Buyer, Buyer pursuant to this Agreement. 2.1.8. All salable and copies of which have previously been delivered to Buyer; (e) all unfilled sales orders with customers usable inventories relating to the BusinessVAR Business set forth in Exhibit B3. 2.1.9. Software, computer programs, source and object codes used in existence on the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers or relating to the BusinessVAR Business or the Acquired Assets identified on Exhibit B4. Seller represents that the software, in existence etc. listed on the Closing Date and entered into Exhibit B4 represents Seller’s best estimate of such assets used in the ordinary course VAR Business and Seller agrees that not later than sixty (60) days after execution of Seller's business;this Agreement, Seller will endeavor in good faith, working cooperatively with Buyer, to update Exhibit B4 to add any software, computer programs, source codes or object codes omitted in the preparation of Exhibit B4 to the list of intellectual property and other intangible rights to be included in the Acquired Assets conveyed to Buyer pursuant to this Agreement (to the fullest extent permitted under any applicable license agreement but subject to the limitations set forth in Exhibit B4). (g) 2.1.10. To the extent permissible under applicable law and pursuant to the terms of any such agreements, all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller rights to enforce any confidentiality agreements relating to the VAR Business;. (h) all trade accounts receivable 2.2. Title and risk of loss with respect to the Business Acquired Assets and the Assumed Liabilities shall transfer to Buyer upon the Effective Date. 2.3. The Parties agree that the cost basis for work to be performed by Buyer after the Effective Date for which Seller has previously received Deferred Revenues is $568,290 (the "Accounts Receivable") in existence on “Cost Basis”). Buyer agrees to absorb the Closing Date; (i) all Cost Basis for work involving such Deferred Revenues as part of Seller's books and records pertaining to its on-going operations of the Business, including, without limitation, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining but Buyer will be entitled to the assets, properties and business being acquired reimbursement from Seller for costs incurred by Buyer hereunderin completing such work that are in excess of the Cost Basis (but not to exceed the aggregate amount of the Deferred Revenues). For purposes of this Agreement the effective date of determining such Deferred Revenues will be the close of business on July 4, 2009; provided, however, that to the extent of any increase in Deferred Revenues between such date and the Effective Date, the parties shall negotiate in good faith to determine a cost-basis for work to be performed by Buyer after the Effective Date with respect to such incremental Deferred Revenues, and the Buyer shall preserve such books and records and Seller shall have the right of reasonable access be entitled to and examination of such books and records, including the right to make copies thereof, for a period of five (5) years reimbursement from the Closing Date upon reasonable notice to Buyer and during normal business hours; and (j) all federal, state, local and other governmental licenses, permits, approvals and authorizations associated with or necessary for conduct of the Business as conducted on the Closing Date, other than those which are not transferable. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; costs incurred by Buyer in completing such work within thirty (iii30) any cash or cash equivalents days of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Buyer invoicing Seller (collectively, the "Excluded Assets")for such costs.

Sale and Transfer of Assets. On In reliance on the representations, warranties and covenants contained herein and subject to the terms and conditions hereof, on the Closing Date (as hereinafter defineddefined in Section 3 hereof), subject to the terms and conditions hereinafter set forth, Seller agrees to shall sell, convey, transfer, assign, transfer and deliver to Buyer, and Buyer agrees to shall purchase from Seller, all of which shall be deemed to have occurred as of the rightEffective Date, title and interest of Seller in and to all of the following assets and properties of the BusinessSeller (collectively, other than the Excluded Assets (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the "Assets") including: (a) all the furniture, fixtures, machinery, vehicles, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "Inventory"), and all warranties and warranty claims relating thereto and rights of return with respect thereto; (c) all packaging materials and other supplies of Seller (the "Supplies"); (d) each of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to Buyer; (e) all unfilled sales orders with customers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (g) all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to the Business; (h) all trade accounts receivable of the Business (the "Accounts Receivable") in existence on the Closing Date;): (i) all of Seller's books right, title, and interest in and to the Consumer Products inventory listed on EXHIBIT A attached hereto consisting solely of inventory items included on Buyer's current product price list (attached hereto as EXHIBIT A-1) as of the Effective Date PLUS all Olympus brand accessories corresponding to the items on such current product price list, each of which is new, unused and in saleable condition (the "Class A Inventory"); (ii) all of Seller's right, title, and interest in and to the Consumer Products inventory listed on EXHIBIT B attached hereto consisting solely of non-Class A Inventory items included on Buyer's current product repair list (attached hereto as EXHIBIT C-1) in each case as of the Effective Date, but excluding Consumer Product samples and consigned inventory held by any person or entity other than Seller's employed or independent Consumer Products sales representatives (the "Class B Inventory"); (iii) all of Seller's right, title, and interest in and to the Consumer Products inventory listed on EXHIBIT C attached hereto consisting solely of non-discontinued spare parts currently used as of the Effective Date to repair the corresponding Consumer Products included on Buyer's current product repair list (attached hereto as EXHIBIT C-1) as of the Effective Date (the "Spare Parts Inventory") (the Class A Inventory, Class B Inventory and Spare Parts Inventory will be collectively referred to in this Agreement as the "Inventory"); (iv) Buyer shall not purchase any inventory of Seller other than the Inventory; Consumer Products returned by customers to Seller or Buyer on or after August 1, 2000 will be treated in accordance with Section 1(j); (v) copies of all books, ledgers, files, documents, correspondence, lists and records pertaining material to the Business, including, without limitation, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining to the assets, properties and business Assets being acquired purchased by Buyer hereunder; providedpursuant to this Agreement, however, that Buyer shall preserve such books including but not limited to all relevant sales and records and Seller shall have the right of reasonable access to and examination of such books and credit records, including the right to make copies thereofadvertising and sales material, for a period of five (5) years from the Closing Date upon reasonable notice to Buyer literature, customer lists, and during normal business hoursfinancial records; and (jvi) to the extent assignable, all federal, state, local and other governmental licenses, permitspermits and authorizations, approvals and authorizations associated with or necessary for conduct of the Business as conducted on the Closing Dateif any, other than those which are not transferable. Notwithstanding anything related to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property Consumer Products business of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Assets").

Sale and Transfer of Assets. On At closing of the Closing Date transaction described herein (as hereinafter defined"Closing"), subject to the terms and conditions hereinafter set forth, Seller agrees to shall sell, convey, assign, transfer and deliver to Buyer, free and Buyer agrees to purchase from Sellerclear of any lien, encumbrance, mortgage or security interest of any nature whatsoever, all the material assets of the Seller or Shareholder listed herein for use in connection with the operation of the Station, specifically excluding cash on hand, accounts receivable , like cash accounts and cash value of life insurance policies, items not listed, if any, and including, the following (collectively, the "Assets"): 1.1. All licenses, permits and authorizations ("Licenses") issued by the Commission for the operation of or used in connection with the operation of the Station, all of which are listed on SCHEDULE A attached hereto; 1.2. All of Seller's real property interests described in SCHEDULE B attached hereto ("Real Property"); 1.3. All tangible personal property owned by Seller and used or held for use in connection with the operation of the Station listed on SCHEDULE C attached hereto, and any replacements therefor or improvements thereof acquired or constructed prior to Closing ("Personal Property"); 1.4. All of Seller's rights and benefits under the business agreements, leases and contracts listed on SCHEDULE D attached hereto, including any renewals, extensions, amendments or modifications thereof, all time sales agreements, and any additional agreements, leases and contracts listed; Contracts made or entered into by Seller in the ordinary course of business between the date of such Schedule and the Closing approved in writing by Buyer and Seller or otherwise permitted hereunder ("Leases and Agreements"); 1.5. All other licenses, permits or authorizations issued by any government or regulatory agency other than the FCC, which are used in connection with the operation of the Station ("Permits"); 1.6. All right, title and interest of Seller in and to all the use of the following assets and properties of call letters WAUR for the Business, other than the Excluded Assets Station (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the "Assets") including: (a) all the furniture, fixtures, machinery, vehicles, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "InventoryCall Letters"), and to the extent they can be conveyed; together with all warranties and warranty claims relating thereto and rights of return with respect thereto; (c) all packaging materials common law property rights, goodwill, copyrights, trademarks, service marks, trade names and other supplies of Seller (similar rights used in connection with the "Supplies"); (d) each operation of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to Buyer; (e) all unfilled sales orders with customers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (g) all customer and client listsStation, including all route and price information and accretions thereto, including but not limited to those listed on SCHEDULE E attached hereto ("General Intangibles"); and 1.7. Copies or originals of (relating to WAUR) programs, logs, customer contracts, public files, vendor contracts, historical billing information, promotional material, customer files, correspondence, and merchandise and sales promotion materials of Seller maintenance records or other business records relating to or used in connection with the Business; (h) all trade accounts receivable operation and financial condition of the Business Station (the "Accounts Receivable") in existence on the Closing Date; (i) all of Seller's books and if requested), but not including records pertaining to the Businesscorporate affairs (including tax records) and journals, including, without limitation, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining provided copies are supplied to the assets, properties and business being acquired by Buyer hereunder; provided, however, that if needed at Buyer's expense. Buyer shall preserve such books and records and Seller shall have the right of reasonable access to all such records which might be in the possession of Seller for a period of two (2) years following the Closing, and examination of such books and recordsshall, including at its own expense, have the right to make copies thereof, for a period of five (5) years from ; 1.8. Seller and Shareholder agree that the Station Assets conveyed to Buyer on the Closing Date upon reasonable notice pursuant to Buyer this Agreement will be conveyed free and during normal business hours; and (j) clear of all federalliens, statecharges, local claims and other governmental licensesencumbrances whatsoever, permits, approvals excepting only those obligations from and authorizations associated with or necessary for conduct of the Business as conducted on after the Closing Date, other than those which are not transferable. Notwithstanding anything Date with respect to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Assets")expressly agreed to be assumed by Buyer hereunder.

Sale and Transfer of Assets. On the Closing Date (as hereinafter defined), subject 1.1 Subject to the terms and conditions hereinafter set forthof this Agreement, Seller SELLER hereby agrees to sell, convey, assign, transfer and deliver to BuyerBUYER, and Buyer BUYER agrees to purchase from Sellerpurchase, at the Closing (as hereafter defined), to the extent, but only to the extent assignable without consent of third parties, only those properties, assets, rights and business of SELLER which are set forth in Exhibit A attached hereto, as they shall exist as of February 12, 2001 (the "Assigned Assets") as follows (but, in any event, excluding all of the right, title and interest of Seller in and to all of the following assets and properties of the Business, other than the Excluded Retained Assets (as defined belowin Section 1.2 hereof)): (i) All of SELLER's existing customer base (the assets "Existing Customer Base") as of the date of Closing, only to the extent set forth on Exhibit A attached hereto, and all related files and records relating thereto; (ii) Accounts receivable, notes receivable and other rights of SELLER to receive payments for products sold and/or services rendered arising from sales after the Closing Date, based on the date of SELLER's rendering services or date of delivery of product, not the invoice date, only to the extent as set forth on Exhibit A attached hereto; and (iii) All of SELLER's equipment and software, as set forth on Exhibit A attached hereto. For purposes of this Agreement, the Assigned Assets are being sold, conveyed, assigned assigned, transferred and transferred by Seller delivered to Buyer are hereinafter collectively referred to BUYER "AS-IS, WHERE-IS," without representation or warranty of any kind, express or implied, except as the "Assets") including:specifically set forth herein. (ai) all the furniturecash, fixtures, machinery, vehicles, equipment cash equivalents and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "Inventory"), and all warranties and warranty claims relating thereto and rights of return with respect thereto; (c) all packaging materials and other supplies of Seller (the "Supplies"); (d) each of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Businessaccounts receivable, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to Buyer; (e) all unfilled sales orders with customers relating to the Business, in existence on the Closing Date and entered into accrued in the ordinary course of Seller's business;, prior to the Closing Date; and (fii) all unfilled purchase orders with suppliers relating other assets of SELLER that are not Assigned Assets. 1.3 Subject to the Businessterms and conditions of this Agreement, in existence on BUYER, upon the Closing Date sale and entered into in the ordinary course of Seller's business; (g) all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to the Business; (h) all trade accounts receivable purchase of the Business Assigned Assets, shall hereby assume, pay and discharge when due only the following liabilities and obligations (the "Accounts ReceivableAssumed Liabilities") in existence on the Closing Date;): (i) all liabilities and obligations of Seller's books and records pertaining SELLER under any warranties to customers with respect to goods or products sold or leased or services provided prior to the BusinessClosing Date by SELLER or by its predecessors in interest, includingbased on the date of vendors' rendering services or date of delivery of product, not the invoice date for expenses and liabilities, as set forth or reflected on Exhibit B attached hereto; and (ii) all other liabilities and obligations of SELLER from and after the Closing Date, as set forth in or reflected on Exhibit B attached hereto. 1.4 Any provision to this Agreement to the contrary notwithstanding, BUYER will not and does not assume the following liabilities and obligations (the "Retained Liabilities") of SELLER even if, to any extent, they arose in connection with, were incurred by or were related to, the operation of SELLER's business: (i) any liabilities or any existing employment obligations or benefits, such as, without limitation, all books taxes, withholding, deferred compensation, bonuses, vacation, sick leave or other arrangements, and any such obligations, benefits or arrangements existing as of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining to the assets, properties and business being acquired by Buyer hereunder; provided, however, that Buyer shall preserve such books and records and Seller shall have the right of reasonable access to and examination of such books and records, including the right to make copies thereof, for a period of five (5) years from the Closing Date upon reasonable notice to Buyer and during normal business hoursshall either remain the responsibility of SELLER, or terminate as the case may be, in accordance with applicable laws; (ii) any leases or accounts payable of SELLER; and (jiii) all federal, state, local any liabilities or expenses relating to and other governmental licenses, permits, approvals and authorizations associated with or necessary for conduct of the Business as conducted on incurred before the Closing Date, other than those which are based on the date of vendors' rendering services or date of delivery of product, not transferable. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling invoice date for expenses and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Assets")liabilities.

Sale and Transfer of Assets. On 2.1 Seller herewith sells and assigns to Purchaser, subject to Section 2.4, and hereby licenses certain patents ("Intellectual Property") pursuant to the Technology and Patent License Agreement executed simultaneously with this Agreement, all with effect from the Closing Date (as hereinafter defineddefined in Section 8) all of its right, title and interest to the following assets which relate to the Business as of the Closing Date( collectively the "Acquired Assets"), subject and Purchaser herewith accepts such sale and such assignment and purchases such assets. 2.1.1 real property located at 1651 North 1000 West, Logan, Utah (the "Logan Utah Fxxxxxxx") xxxxxxxxx xxx xxxxxxxx and furnishings as listed in Exhibit 2.1.1; 2.1.2 tangible movable assets, including equipment, machinery, vehicles, and all other manufacturing equipment (collectively "Equipment") and assets relating to the Business, all as listed in Exhibit 2.1.2; 2.1.3 inventories, including raw materials and supplies, work in progress and finished goods relating exclusively to the Business as listed in Exhibit 2.1.3; 2.1.4 trade receivables as listed in Exhibit 2.1.4 (hereinafter "Trade Receivables") with those Trade Receivables not exceeding 90 days past due at the Closing. In the event, however, that any Trade Receivable becomes 90 days past due after Closing and such non-collection is not due to actions of Purchaser and Purchaser used reasonable efforts to collect such Trade Receivables and allowed Seller to assist in such collection, such Trade Receivable shall be re-assigned back to Seller with Seller providing payment to Purchaser in the amount of the Trade Receivable. After such re-assignment, at Seller's request Purchaser shall assist Seller in the collection of the Trade Receivable including any required technical assistance at a cost to Seller of the full cost of Purchaser's assistance plus fifteen percent (15%). In no event shall Seller's obligation to (i) accept the re-assignment of a Trade Receivable, (ii) pay Purchaser the amount of the re-assigned Trade Receivable or (iii) reimburse Purchaser's full cost plus fifteen percent (15%) of Purchaser's assistance be limited in any way by any other Section of this Agreement, including but not limited to the provisions of Section 10. The re-assignment payment by Seller is guaranteed by Guarantor. 2.2 Subject to Section 2.4 on the Closing Date, Seller and its affiliate Trans-Lux Midwest Corporation shall (i) license to Purchaser certain intellectual property pursuant to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from Seller, all of the right, title Technology and interest Patent License Agreement as Exhibit 2.2(i); and (ii) license to Purchaser the use of Seller in and certain molds at vendors pursuant to all of the License Agreement-Molds as Exhibit 2.2(ii). 2.3 The following assets and properties of other items are not included in the Business, other than the Excluded Acquired Assets sold and assigned pursuant to this Agreement (as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the "Excluded Assets") including:): (a) all the furniture, fixtures, machinery, vehicles, equipment cash and spare parts (hereinafter collectively referred to as the "Fixed Assets") cash equivalents of Seller listed on Exhibit A heretohand and in bank accounts and other investment accounts, together with such accounts; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business molds (the "Inventory"but these shall be licensed), and all warranties and warranty claims relating thereto and rights of return with respect thereto; (c) all packaging materials installed and/or shipped jobs as well as ongoing or future warranty obligations, service-maintenance contracts and other supplies of Seller (the "Supplies");income therefrom and animation and animation income from jobs shipped and/or installed prior to Closing. (d) each of all rights throughout the contracts, agreements world in and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in to the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by name Trans-Lux or otherwise transferred to BuyerTLX or any variations thereof, and copies all trademarks and similar registrations (and applications therefor) relating to the name of which have previously been delivered to BuyerTrans-Lux Corporation or Trans-Lux West Corporation or TLX; (e) all unfilled sales orders with customers relating to the Business, in existence Assets listed on the Closing Date and entered into in the ordinary course of Seller's business;Exhibit 2.3 (f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's businessAdministrative Assets; (g) all customer (i) service marks, trademarks, tradenames and client listsregistrations for the foregoing marks and names, including all route (ii) product names and price information assumed or fictitious names and customer correspondencethe logos associated therewith, (iii) applications for trademark registrations, and merchandise (iv) such other property and sales promotion materials intangible rights, in each case containing, relating to, derived from or incorporating the name or letters "Trans-Lux" or "TLX", together with the goodwill of Seller relating to the Businessbusinesses in connection with which such service marks, trademarks, tradenames and product names are used; (h) all designs, technical information, drawings, formulae and processes, procedures, proprietary information, trade accounts receivable secrets and related assets owned, used or held for use by Seller or its Affiliates including any such used in connection with Seller's other businesses, including but not limited to the Seller's Commercial, Catalog and other businesses, it being understood that certain of the foregoing are used in the Business (the "Accounts Receivable") and specifically licensed in existence on the Closing Dateconnection with this Agreement; (i) litigation and other claims of the Seller arising prior to the Closing and receivables therefrom, including those set forth on Exhibit 2.3(i); (j) prepaid Taxes and rights to refunds of Taxes paid by Seller or its Affiliates; (k) all Assets not otherwise listed as an Acquired Asset in this Agreement which are related to the Seller's Commercial, Catalog and other businesses. 2.4 The assignment of the Acquired Assets pursuant to Section 2.1 is subject to the condition precedent of the occurrence of the Closing Date (as defined in Section 8 below). 2.5 Except as set forth in Exhibit 2.5, and subject to the deed of trust and other security interests securing the IRBs referred to in Section 7.1.1, the Acquired Assets have been examined by Purchaser and are being sold "as-is" and "where at" and without representation or warranty free and clear of UCC Financing Statements. The benefits and burdens of all of Seller's books the Acquired Assets shall accrue to Purchaser effective from the Closing Date. 2.6 The Acquired Assets to be sold and licensed pursuant to this Agreement include all books, records pertaining and other documentation, including but not limited to those provided during the due diligence conducted by Purchaser (hereafter "Documentation") relating exclusively to the Business. If Purchaser requests original Documentation in connection with audit or other proceedings, then Purchaser shall notify Seller and Seller shall provide such originals to Purchaser. The Parties agree that any books, records and other documentation relating exclusively to Excluded Assets, or which don't relate exclusively to the Business, includingare neither sold and transferred nor delivered to Purchaser and shall be retained by Seller. To the extent original records are delivered to Purchaser, without limitationSeller will be entitled from time to time to make copies at its own expense of all books, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence records and other documents pertaining to the assetsBusiness and included in the Acquired Assets which Seller desires for Tax, properties accounting, legal or other purposes. Purchaser agrees to preserve and business being acquired by Buyer hereunder; providedkeep all such books, however, that Buyer shall preserve such books and records and Seller shall have the right of reasonable access to and examination of such books and records, including the right to make copies thereof, other documents for a period of five at least six (56) years from the Closing Date upon reasonable Date. Purchaser shall give Seller 45 days written notice of its intention to Buyer and during normal business hours; and (j) all federaldispose of such books, state, local records and other governmental licenses, permits, approvals documents and authorizations associated with provide Seller a reasonable opportunity to obtain possession or necessary for conduct of the Business as conducted on the Closing Date, other than those which are not transferablemake copies thereof at Seller's expense. Notwithstanding anything With respect to manuals relating to the contrary contained hereinBusiness, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) shall give copies thereof to Purchaser at the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarksClosing, trade names or service marks connected therewith; or (v) to the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Assets")extent they are available.

Sale and Transfer of Assets. On the Closing Date (as hereinafter defined), subject Subject to the terms and conditions hereinafter set forthforth in this Agreement, Seller Subsidiary agrees to sell, convey, transfer, assign, transfer and deliver to Buyer, and Buyer agrees to purchase from SellerSubsidiary, all the assets, properties, and business of the rightSubsidiary of every kind, title character, and interest of Seller in description, whether tangible, intangible, real, personal, or mixed, and wherever located, including, without limitation, laboratory equipment, leasehold improvements, accounts receivable and contracts (including all warranties which Subsidiary possesses with respect to all of the following assets foregoing), all of which are collectively referred to as the assets, except the Corporation's Salivasac device and properties of the Business, other than the Excluded Assets (as defined below) Sweat Patch device (the "Products") and, subject to the limitations in Section 2.17, all inventory of Products, equipment used exclusively to manufacture the Products, and data, procedures and files relating exclusively to the Products; however, this exclusion shall not prohibit Buyer from collecting and testing sweat and saliva. The assets sold, conveyed, assigned and being transferred by Seller to Buyer are hereinafter collectively referred to as the "Assets") including: (a) all the furniture, fixtures, machinery, vehicles, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "Inventory"), and all warranties and warranty claims relating thereto and rights of return with ." With respect thereto; (c) all packaging materials and other supplies of Seller (the "Supplies"); (d) each of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used in the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to Buyer; (e) all unfilled sales orders with customers relating to the Businessdeposit of Seventy-Five Thousand Dollars ($75,000.00) paid by Subsidiary to its landlord as a security deposit for the leased premises, in existence on Subsidiary shall retain the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers relating right to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (g) all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to the Business; (h) all trade accounts receivable of the Business (the "Accounts Receivable") in existence on the Closing Date; (i) all of Seller's books and records pertaining to the Business, including, without limitation, all books of accountreceive said amount, together with all filesany accrued interest, contractsupon the expiration of the lease. It is anticipated that Buyer, instrumentsin order to assume the lease, data will need to pay an additional Twenty-Five Thousand Dollars (including, without limitation, data stored on electronic media), correspondence and other documents pertaining $25,000.00) to the assetslandlord as additional security in order to bring the security deposit into compliance under the terms of the lease. In the event that Buyer does pay the landlord any monies to increase the amount of the security deposit, properties and business being acquired Buyer shall be entitled to receive such amount, together with any accrued interest, upon the expiration of the lease. Additionally, Buyer shall use its reasonable efforts to have the landlord segregate the monies paid by Buyer hereunder; provided, however, that Buyer shall preserve such books and records Subsidiary into separate accounts and Seller shall have place Subsidiary's name on the right of reasonable access to and examination of such books and records, including the right to make copies thereof, for a period of five (5) years from the Closing Date upon reasonable notice to Buyer and during normal business hours; and (j) all federal, state, local and other governmental licenses, permits, approvals and authorizations associated with or necessary for conduct account containing its portion of the Business as conducted on the Closing Date, other than those which are not transferable. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Assets")security deposit.

Sale and Transfer of Assets. On In consideration of Buyer's partial payment to Seller of the Closing Date (as hereinafter defined)Purchase Price set forth in this Agreement, subject the receipt of the first installment of which is hereby acknowledged by Seller, Buyer shall be allowed the beneficial use of the Acquired Assets and the Assumed Contracts; provided however, that title shall not pass until Buyer makes full and final payment to the terms and conditions hereinafter set forth, Seller agrees to sell, convey, assign, transfer and deliver to Buyer, and under this Agreement. Buyer agrees to purchase from Sellerexecute, all and to cause its parent to execute a Promissory Note in favor of Seller with respect to the second and third installments to be made under this Agreement. Buyer agrees to execute UCC-1 Financing Statements with respect to the Acquired Assets. After full and final payment is made, the parties will execute a Bill xx Sale in the form of Exhibit D, and the Acquired Assets and Assumed Contracts will be transferred AS IS, WHERE IS, AND WITHOUT WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, EXCEPT AS OTHERWISE SET FORTH IN THIS PURCHASE AGREEMENT. Possession of the Acquired Assets will be delivered as is, where is to Buyer immediately upon closing. Seller does not transfer any right, title and or interest of Seller in and to all of the following assets and properties of the Business, other than the Excluded Assets (any asset or property except as defined below) (the assets sold, conveyed, assigned and transferred by Seller to Buyer are hereinafter collectively referred to as the "Assets") including: (a) all the furniture, fixtures, machinery, vehicles, equipment and spare parts (hereinafter collectively referred to as the "Fixed Assets") of Seller listed on Exhibit A hereto; (b) all inventories of cigarettes, affixed and unaffixed tax stamps, confections, cigars, tobacco, candies, health and beauty care products, general merchandise, groceries, frozen foods and other finished goods of the Business (the "Inventory"), and all warranties and warranty claims relating thereto and rights of return with respect thereto; (c) all packaging materials and other supplies of Seller (the "Supplies"); (d) each of the contracts, agreements and personal property leases, listed on Exhibit C hereto and marked with an asterisk, including leases of equipment and vehicles used expressly provided in the Business, as to which mutually acceptable arrangements shall be made for such equipment and vehicles to be leased by or otherwise transferred to Buyer, and copies of which have previously been delivered to Buyer; (e) all unfilled sales orders with customers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (f) all unfilled purchase orders with suppliers relating to the Business, in existence on the Closing Date and entered into in the ordinary course of Seller's business; (g) all customer and client lists, including all route and price information and customer correspondence, and merchandise and sales promotion materials of Seller relating to the Business; (h) all trade accounts receivable of the Business (the "Accounts Receivable") in existence on the Closing Date; (i) all of Seller's books and records pertaining to the Business, including, without limitation, all books of account, together with all files, contracts, instruments, data (including, without limitation, data stored on electronic media), correspondence and other documents pertaining to the assets, properties and business being acquired by Buyer hereunder; provided, however, that this Agreement. Buyer shall preserve such books and records maintain casualty insurance sufficient to cover the Acquired Assets and Seller shall have the right of reasonable access to and examination of such books and records, including the right to make copies thereof, for a period of five (5) years from the Closing Date upon reasonable notice to Buyer and during normal business hours; and (j) all federal, state, local and other governmental licenses, permits, approvals and authorizations associated with or necessary for conduct of the Business be named as conducted an additional insured on the Closing Date, other than those which are not transferable. Notwithstanding anything to the contrary contained herein, it is understood that Seller is not selling and Buyer is not buying (i) any real property or leasehold interests or leasehold improvements in real property of Seller; (ii) computer software of Seller from X.X. Xxxxxxx or any obligations of Seller for computer software development from X.X. Xxxxxxx; (iii) any cash or cash equivalents of Seller; (iv) the names "Xxxxxx Xxxxxxx Company" or "Capital Cigar Company" or any simulations or variations thereof or any trademarks, trade names or service marks connected therewith; or (v) the minute books, stock record books, stock ledgers and tax records of Seller (collectively, the "Excluded Assets")Buyer's policy.