Common use of Sale of Purchased Assets Clause in Contracts

Sale of Purchased Assets. On the terms and subject to the conditions contained in this Agreement, at Closing Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and accept from Seller, as they exist on the Closing Date, all right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Business, other than Excluded Assets, including, without limitation, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed Contracts.

Sale of Purchased Assets. On Subject to the terms and subject to conditions and in reliance upon the conditions representations and warranties of Seller contained in this Agreement, at the Closing Seller shall sell, assign, convey, will (or Seller will cause its Affiliates to) sell and transfer and deliver to BuyerPurchaser, and Buyer shall purchase, Purchaser will purchase and receive and accept from Seller, all the assets of Seller (except for Excluded Assets) which are presently being used in the conduct of, or are reasonably related to, the Business as they exist on the Closing Date, free and clear of all rightEncumbrances other than Permitted Encumbrances (the "PURCHASED ASSETS"). Without limiting the generality of the preceding sentence, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to Purchased Assets include all of the following assets which are presently being used in the conduct of of, or are reasonably related to, the Business, other than Excluded Assets, including, without limitation, the following (collectively, "Purchased Assets"):: (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochuresthe leasehold or subleasehold interests of Seller in the Real Property Leases; (b) Tangible personal propertythe Intangible Assets of Seller, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property whether owned or leased by Seller licensed, and used in the conduct of the Business and miscellaneous inventoriesall goodwill attendant thereto; (c) Leases furniture and subleases fixtures of Leased Real Property and of Owned Real PropertySeller; (d) Leases computer and subleases other equipment of Leased Personal PropertySeller; (e) Intellectual Property (automobiles and other than as provided in Section 1.2(b))vehicles owned, licenses and sublicenses granted leased or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Businessby Seller; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies supplies and sundry items, including telephone numbers, keys and lock combinations; (g) contracts, customer recordsagreements, leases, licenses, arrangements, commitments, franchises, and books understandings, whether written or oral, to which Seller is a party; (h) rights and records of, or relating to, and material claims under insurance policies for damage to Purchased Assets to the operation ofextent that any damaged Purchased Assets have not been repaired or replaced prior to Closing; (i) Permits of Seller, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records Permits relating to accounts receivable operation and market research and surveys, if any), copies ownership of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the BusinessPurchased Assets; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against prepaid expenses, including monies held by third parties with respect and loans to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed Contracts.employees;

Sale of Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, at Seller shall, and shall cause Pisces WFOE and Pisces US to, on the Closing Seller shall Date, sell, assign, conveytransfer, transfer convey and deliver to BuyerCapricorn Sub and Capricorn WFOE, and Buyer Capricorn Sub shall, and shall purchasecause Capricorn WFOE to, receive and accept from Seller, as they exist on the Closing Date, purchase, acquire and receive from Seller, Pisces WFOE and Pisces US, all right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses interest, free and has the right to transfer in and to clear of any Liens, all of the assets which are used in the conduct of the Transferred Business, other than the Excluded Assets (collectively, the “Purchased Assets”) which shall include, without limitation, the following: (i) all Intellectual Property (as defined below) used in the Transferred Business as conducted at any time prior to the Closing Date or proposed to be conducted, and (if any) all rights to causes of action and remedies under such Intellectual Property (including, without limitation, the right to xxx for past, present or future infringement, misappropriation or violation of rights related to the foregoing), in each case to the extent owned by the Seller Group (“Business-Related Intellectual Property”), including without limitation the Business-Related Registered Intellectual Property (as defined below) set forth on Section 3.12(b) of the Disclosure Schedule; (ii) all rights to any Intellectual Property used in the Transferred Business as conducted as of the Closing Date or proposed to be conducted but not owned by any of the Seller Group (the “Assigned Third Party Rights”), including, without limitation, any such rights set forth in Schedule 1.1(a)(ii) and those granted to the following Seller Group pursuant to any Assigned Contracts (including without limitation any and all software licenses used for imaging, data collection, processing, display, storage and/or analysis in the Transferred Business); (iii) all technology-related assets of the Transferred Business, in any form, including all software, hardware, tools, routines, files, databases, works of authorship, prototypes, lab notebooks, functional specifications, reference designs, design documents, use case models, user manuals, bug reports, workaround descriptions, schematics, tests, simulations, protocols, processes, methods, formulas and any media on which any of the foregoing is recorded, and any other tangible embodiments of any of the foregoing (collectively, "Purchased the “Technology-Related Assets"): (a) Accounts and contracts receivable and prepaid expenses”), including depositsincluding, advertising materials and brochureswithout limitation, those Technology-Related Assets identified on Schedule 1.1(a)(iii); (biv) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, all goodwill incident to the WesNet IP Network, machinery, automobiles, trucks, motor vehiclesTransferred Business, all other personal property owned or leased by Seller prepaid expenses and used in the conduct security deposits of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b))Transferred Business, licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assetsassets (including all claims, in each case contract rights and warranty and product liability claims against third parties) related to or used in connection with the conduct of Transferred Business (collectively, the Business; (f) Unexecuted or uncompleted portions of “Non-IP Intangible Assets”), including without limitation the Contracts as existing on the Closing Date, or which are listed goodwill and intangible assets identified on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"1.1(a)(iv); (gv) All Permits existing as all unexpired oral or written contracts, leases, subleases, customer accounts, promises, commitments, undertakings, guarantees, warranties, representations, grant of the Closing Date rights, licenses, registrations, authorizations and associated with agreements, and any and all claims, rights of setoff or recoupment, causes of action, accounts receivable, contract rights, accounts and/or rights to reciprocal compensation arising under or in connection therewith (collectively, “Contracts”) related to the Purchased Assets or the BusinessTransferred Business (collectively, subject to the “Assigned Contracts”), including without limitation those Contracts listed on Section 6.33.12(a) of the Disclosure Schedule; (hvi) Lists of suppliers(A) all customer and supplier lists and files, service and warranty records, telephone numbers and electronic mail addresses with respect to past, present or prospective customers and potential customers suppliers of services the Transferred Business; (B) all books and records used in the Transferred Business; (C) all genetic templates, clone libraries and DNA libraries used in, or products offered by useful for, generating probes in the Transferred Business; (D) all standard operating procedures used in, or useful for, the Transferred Business, as including without limitation, procedures used to establish clones, to extract DNA from clones and genetic templates, create probes from DNA and genetic templates, to apply primers used in, or useful for, amplifying probes from genetic templates, to label probes, to validate probes, to perform quality assurance and quality control on the probes, to combine probes to clinical samples used in the Transferred Business, to use equipment, computer systems and software for imaging, data collection, processing, display, storage and/or analysis of probes in the Transferred Business; and (E) all catalogs and brochures, sales promotion materials, creative materials, art work, photographs, public relations and advertising material, studies, reports, correspondence and other similar documents used in the Transferred Business, whether in electronic form or otherwise (collectively, the “Trade Secrets”), including without limitation the documentation and other tangible embodiments of the Closing Date, if anyTrade Secrets as identified on Schedule 1.1(a)(vi); (ivii) Supplies all inventory of the Transferred Business; any and sundry itemsall DNA, clones and genetic templates used in, or useful for, the Transferred Business; any and all primers used in, or useful for, amplifying probes from DNA; any and all probes used in, or useful for, the Transferred Business; any and all labels used in, or useful for, the Transferred Business; any and all vectors containing any such probes together with samples of the original vectors without the probes; any and all labels used to affix labels to probes; any and all microscopes and cameras to be sold to customers in the Transferred Business, any and all detection and imaging equipment used with such microscopes or cameras to be sold to customers in the Transferred Business; and any and all computer systems and software used with such microscopes and cameras to be sold to customers in the Transferred Business (collectively, “Inventory”), including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to without limitation the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if anyInventory items set forth on Schedule 1.1(a)(vii), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (jviii) Personnel records all fixed assets, equipment, dedicated tooling and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct fixtures of the Business Transferred Business, whether located at the Assigned Facilities or not, including, without limitation, any and all microscopes and cameras used in, or useful for the Transferred Business, any and all detection and imaging equipment used with such microscopes or cameras, any and all computer systems used with such microscopes and cameras that are used in, or useful for, the Transferred Business (icollectively, “Equipment & Fixtures”), including without limitation the Equipment & Fixtures set forth on Schedule 1.1(a)(viii); The Purchased Assets shall include the foregoing whether or not reflected on the schedules referenced in this Section 1.1(a) fees (the “Asset Schedules”), except for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed ContractsExcluded Assets.

Sale of Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, at Closing Seller shall sell, assign, Sellers agree to sell convey, transfer and deliver to Buyer, Buyers and Buyer shall Buyers agree to purchase, accept and receive and accept from Seller, as they exist on at the Closing DateClosing, all right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer of Sellers in and to all the assets which are of every description, and whether real, personal or mixed, tangible or intangible, owned, leased or used in the conduct of the Businessby Sellers and primarily located at a Facility, other than the Excluded Assets, including the following items (collectively, the “Purchased Assets”): (a) the Business conducted at the Facilities, (b) all of the interest of Sellers in all the Real Property, including all Tenant Leases; (c) all Personal Property; (d) all inventory, including Pharmacy Inventory; (e) Prepaid Expenses listed on Schedule 2.1(e), claims for refunds and rights to offset in respect thereof in respect of the Facilities and the Purchased Assets; (f) to the extent permissible under applicable Law, all financial, patient, medical staff, personnel and other records maintained at the Facilities or in storage pursuant to an Assumed Contract, including, without limitation, all equipment records, medical records, documents, files and current personnel records; (g) all of Sellers’ interest in the following Assumed Contracts; (collectivelyh) to the extent assignable, "all Approvals which are held or used by (or which have been filed or delivered by or on behalf of) Sellers and relate primarily to a Facility or the Business (including any pending Approvals related to any Purchased Assets"): ); (ai) Accounts the Intellectual Property, associated with the Facilities and contracts receivable and prepaid expensesidentified in Schedule 2.1(i); (j) any claims, causes of action or rights against third parties related primarily to the Business or the Purchased Assets (including depositsthe Assumed Contracts), advertising materials and brochures; contractual or otherwise, arising before or after the Closing; (bl) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used Sellers’ goodwill in the conduct respect of the Business and miscellaneous inventories; Business; (cm) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than any insurance proceeds arising in connection with damage to the Purchased Assets occurring prior to Closing as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights 10.9; (n) to protection of interests therein and all other intangible assets, the extent not included in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended foregoing, any assets included in the determination of Final Net Working Capital or reflected on the Reference Balance Sheets, except for inventory used, consumed or disposed of in the ordinary course of business between since the date of this Agreement and the Closing Balance Sheet Date. At Closing, subject Sellers shall convey title to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Businessto Buyers free and clear of all liabilities, subject to Section 6.3; (h) Lists of suppliersclaims, customers assessments, security interests, liens, restrictions and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returnsencumbrances, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement Assumed Liabilities and the Closing Date (to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed ContractsPermitted Encumbrances.

Sale of Purchased Assets. On the terms At Closing and subject to the terms and conditions contained in of this Agreement, at Closing other than the Excluded Assets, Seller shall sell, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase, receive and accept purchase from Seller, as they exist on the Closing Dateall rights, all righttitle, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Businessevery description, other than Excluded Assetsand whether real, includingpersonal or mixed, without limitationtangible or intangible, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and held or used primarily or exclusively in the conduct business or operation of the Business Hospital, including the following items (collectively, the “Purchased Assets”): (a) All Furniture and miscellaneous inventoriesEquipment, together with, to the extent assignable, any warranties in respect thereof; (b) Good and marketable title in fee simple absolute to the Owned Real Property, and, to the extent permitted by law, any rights of Seller against third parties related to any such Owned Real Property, together with all plants, buildings, structures, improvements, construction in progress, appurtenances, covenants, easements, servitudes and fixtures situated thereon, forming a part thereof, or in any manner belonging to or pertaining to such interests of Seller; (c) Leases and subleases of Seller’s interest in the Assumed Contracts relating to the Leased Real Property and of Owned Real Property; (d) Leases (i) All of the interest of Seller or its Affiliates in all Scheduled Contracts in respect of the Purchased Assets, (ii) all Contracts that both are not listed on Schedule 5.11 and subleases that are De Minimis Contracts that relate primarily or exclusively to the operations of Leased Personal Propertythe Hospital, and (iii) all Contracts listed on Schedule 5.11 representing Financing Obligations (collectively, the “Assumed Contracts”), but excluding (i) except as otherwise provided herein, Contracts relating to Plans and (ii) the Excluded Contracts; (e) Intellectual Property (other than as provided in Section 1.2(b))All Permits and Approvals issued or granted by Governmental Entities to the extent assignable under applicable Law and which are held or used by Seller Affiliates and relate to the ownership, licenses development and sublicenses granted business or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct operation of the BusinessPurchased Assets (including any pending Permits and Approvals related to any Purchased Assets); (f) Unexecuted All computer hardware, software, and data processing equipment owned by Seller or uncompleted portions used primarily in the business or operation of the Contracts as existing on Hospital or the Closing Dateoperation of the Purchased Assets which, in the case of software other than “shrink-wrapped” or which are “click-wrapped” software, is listed on Schedule 2.11 hereto2.1(f), and, to the extent assignable or which are not required to be disclosed thereon but are transferable, all rights in all warranties of any manufacturer or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts")vendor with respect thereto; (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3Inventory; (h) Lists of suppliersAssumable prepaid expenses, customers claims for refunds and potential customers of services or products offered by rights to offset in respect thereof (in each case to the Business, as of extent included in the Closing Date, if anyFinal NWC Calculation); (i) Supplies To the extent transferable or assignable under applicable Law, all financial, patient and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and medical staff records of, held or relating to, and material to used by Seller Affiliates primarily or exclusively in the business or operation of, of the Business and Hospital (but specifically excluding any records maintained by Affiliates of Seller in connection with the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if anyprovision of services by such Affiliates for the benefit of Seller), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records All Intellectual Property, including Seller’s rights in the name Texsan Heart Hospital; (k) Seller’s goodwill in respect of the Purchased Assets and payroll records with respect the Hospital; (l) Any insurance proceeds relating to all New Employeesthe Purchased Assets to the extent provided in Section 11.8; (m) All right, title and interest in the domain names set forth in item 6 on Schedule 2.2(i); and (kn) All claims and rights of Seller against third parties with respect records related to the conduct business, operation or ownership of the Business includingHospital including ad valorem and sales and use Tax returns and records (but specifically excluding income Tax returns, without limitation, (i) fees franchise Tax returns and supporting materials for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement such returns such as working papers and the Closing Date (Tax provisions). Seller shall transfer and convey good and marketable title to the extent not received by Seller prior Purchased Assets and all parts thereof to Buyer, free and clear of all Encumbrances except for the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed ContractsPermitted Encumbrances.

Sale of Purchased Assets. (a) On the terms and subject to the conditions contained in this Agreementset forth herein, at Closing the Closing, the Seller shall sell, assign, convey, transfer transfer, assign and deliver to the Buyer, and the Buyer shall purchase, receive and accept from all of the Seller, as they exist on the Closing Date, all ’s right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all of the assets which are assets, properties, business and goodwill, wherever located, owned, used or held by the Seller (collectively, the “Purchased Assets”), excluding only the Excluded Assets, free and clear of any Liens (other than Permitted Liens), including, without limitation: (i) all accounts and other receivables as of the Closing Date; (ii) all prepaid assets, expenses, rent and insurance benefits, rights and proceeds of the Seller as of the Closing Date; (iii) all items of tangible personal property; (iv) all inventory (including, without limitation, finished goods, raw materials and work in process) on hand, and all goods in transit, as of the Closing Date; (v) all Contracts, other than the Excluded Contracts; (vi) all Company Intellectual Property, and all rights with respect to any claims (past, present or future) with respect thereto and the right to all Damages payable in respect thereof; (vii) the business and goodwill of the Seller as a going concern; and (viii) all books, records, files and materials in the conduct care, custody or control of the Seller and the Principal which relate to any and all of the Purchased Assets, to the operations of the Business, other than Excluded Assetsand to Transferred Employees regardless of form or medium of storage, including, without limitation, the following (collectivelycustomer and prospective customer files, "Purchased Assets"): (a) Accounts payment and contracts receivable credit and prepaid expensescollection records, including depositsinvoices, packing lists and shipping documents and supplier and prospective supplier files, maintenance records, sales and advertising materials material, documentation, manuals, purchase orders and brochures;accounting and financial records. (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipmentNotwithstanding anything else contained in this Agreement or in any Related Agreement, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used following assets shall not be included in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets to be sold or acquired pursuant to this Agreement (collectively, the Business, subject to Section 6.3;“Excluded Assets”): (hi) Lists of suppliersall cash, customers cash equivalents and potential customers of services or products offered by the Business, marketable securities as of the Closing Date, if any; (iii) Supplies any and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material all rights to the operation of, the Business Life Insurance Policy and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Businessrelated receivable; (jiii) Personnel receivables from employees of the Seller to the extent such receivables relate to such employee’s purchase of capital stock of the Seller; (iv) all security deposits, prepaid expenses and rent (including rent receivable) and other rights and benefits associated with the Empire State Building Facility; (v) all claims for refunds of Taxes and other governmental charges of whatever nature, unless reflected on the Closing Date Working Capital Statement; (vi) all claims for refunds of worker’s compensation premiums or payments paid by the Seller; (vii) the Seller’s minute books, stock books and Tax records and payroll records with respect related documents (provided, however, that the Seller shall provide copies thereof to the Buyer); (viii) the Excluded Contracts; (ix) all New Employeesof the issued and outstanding capital stock of the Excluded Entities; (x) all rights and benefits of the Seller and the Principal under this Agreement and the Related Agreements; and (kxi) All claims all other property and rights assets designated as “Excluded Assets” in the Seller Disclosure Schedule. The Purchased Assets shall not include any of the Seller’s assets which would otherwise constitute a part of the Purchased Assets, the assignment or attempted assignment of which would be invalid or would constitute a breach of any agreement or commitment to which the Seller against third parties with respect is a party or by which the Seller may be bound; provided, however, that any such Purchased Asset referred to in this sentence shall be held and/or received by the Seller for the benefit of the Buyer so that the Buyer will be in substantially the same position as if such Purchased Asset had been transferred to the conduct Buyer at the Closing. The sale, conveyance, transfer, assignment and delivery of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated Purchased Assets by the customer between the date of this Agreement and the Closing Date (Seller to the extent not received Buyer hereunder shall be effected by Seller prior to such assignments, transfers of title, deeds, bills of sale and other instruments as shall be reasonably requested by the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed ContractsBuyer.

Sale of Purchased Assets. On At Closing, but effective as of the terms Effective Time, and subject to the terms and conditions contained in of this Agreement, at Closing Seller other than the Excluded Assets, each Seller, as applicable, shall sell, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase, receive and accept purchase from the applicable Seller, as they exist on the Closing Dateall rights, all righttitle, title and interest that of such Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are of every description, and whether real, personal or mixed, tangible or intangible, owned or leased by such Seller and held or used in the conduct business or operation of the BusinessHospital or ownership of the Real Property, other than Excluded Assets, including, without limitation, including the following items (collectively, "the “Purchased Assets"”): (a) Accounts All Furniture and contracts receivable and prepaid expensesEquipment, including depositsthe Furniture and Equipment listed on Schedule 1.1C, advertising materials and brochuresand, to the extent assignable or transferable, all rights in all unexpired warranties of any manufacturer or vendor with respect thereto; (b) Tangible personal propertyGood and marketable title in fee simple absolute to the Real Property, including raw materialsand, works-in-processto the extent permitted by law, finished goodsany rights of either Seller against third parties under general warranty deeds related to any such Real Property, partstogether with all plants, accessoriesbuildings, toolsstructures, furnitureimprovements, equipmentconstruction in progress, switchesappurtenances, microwave facilitiescovenants, routers easements, servitudes and other network equipmentfixtures situated thereon, the WesNet IP Networkforming a part thereof, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct any manner belonging to or pertaining to such interests of the Business and miscellaneous inventoriesSeller; (ci) Leases All of the interest of HMMC and subleases of Leased Real Property its Affiliates in all Contracts that are listed on Schedule 2.1(c), and of Owned Real Property(ii) all Contracts representing Capital Lease Obligations (collectively, the “Assumed Contracts”), but excluding the Excluded Contracts; (d) Leases All computer hardware and subleases data processing equipment owned by HMMC or used primarily in the business or operation of Leased Personal Propertythe Hospital or the operation of the Purchased Assets owned by HMMC, and, to the extent assignable or transferable, all rights in all unexpired warranties of any manufacturer or vendor with respect thereto; (e) Intellectual Property (other than All Inventory owned by HMMC as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the BusinessEffective Date; (f) Unexecuted or uncompleted portions Assumable prepaid expenses of the Contracts as existing on the Closing Date, or which are HMMC listed on Schedule 2.11 hereto2.1(f), or which are not required and any claims for refunds and rights to be disclosed thereon but are or have been entered into offset in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts")respect thereof; (g) All Permits existing as patient records held or used by HMMC or any HMMC Affiliates primarily or exclusively in the business or operation of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3Hospital; (h) Lists of suppliersAll Intellectual Property, customers and potential customers of services or products offered by the Business, as of the Closing Dateincluding HMMC’s common law rights, if any, in the name “Hualapai Mountain Medical Center”; (i) Supplies All architectural drawings and sundry itemsplans, including telephone numbersdesign specifications, keys operating manuals and lock combinations, customer records, and books and records of, or similar material relating to, and material to the design, construction and operation of, of the Business and improvements located on the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business;Real Property; and (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect Any insurance proceeds relating to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (Purchased Assets to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed Contractsprovided in Section 11.8.

Sale of Purchased Assets. On At the terms Closing and subject to the all other terms and conditions contained in of this Agreement, at Closing Seller shall Sellers agree to sell, assign, convey, transfer and deliver convey to Buyer, and Buyer shall purchaseagrees to purchase from Sellers, receive good and accept from Sellermarketable title, as they exist on the Closing Datefree and clear of all liabilities, liens, pledges, security interests, encumbrances, claims and other restrictions ("Liens"), all of Sellers' right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all of the property and assets of Sellers used primarily in connection with the Purchased Business, including all such property and assets located at the Purchased Locations and such other property and assets located elsewhere which are primarily used in to conduct the conduct of Purchased Business and to perform the BusinessPurchased Projects, other than the Excluded Assets, including, without limitation, Assets (as defined in Section 1.02 hereof) (collectively the following (collectively, "Purchased Assets"):). The Purchased Assets include, but are not limited to the following: (a) Accounts all tangible personal property of the Sellers located at the Purchased Locations and contracts receivable and prepaid expenses, including deposits, advertising materials and brochuresall tangible personal property of the Sellers located elsewhere that is primarily used by or in connection with the Purchased Business; (b) Tangible personal all intellectual property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b))goodwill associated therewith, licenses and sublicenses granted or and obtained with respect thereto, and rights thereunder, remedies against infringements thereof thereof, and rights to protection of interests therein and all other intangible assets, in each case used primarily in connection with the conduct of the Purchased Business; (fc) Unexecuted all of Sellers' rights under agreements, contracts, indentures, mortgages, instruments, security interests, guaranties, leases (excluding leases for office equipment and automobiles), subleases, and other similar agreements relating to the Purchased Business, the Purchased Locations or uncompleted portions of the Contracts as existing on the Closing Date, or which are Purchased Projects (each such Purchased Project listed on Schedule 2.11 1.01(c) hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing ) (each such agreementsometimes may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject referred to Section 6.2 (the as a "Assumed Contract" or collectively as "Contracts"); (d) all claims, refunds, causes of action, choses in action, rights of recovery, rights to insurance proceeds, rights of set off, and rights of recoupment of Sellers relating to the Purchased Business, the Purchased Locations or the Purchased Projects; (e) all franchises, approvals, permits, licenses (excluding any license to practice engineering), orders, registrations, certificates, variances, and similar rights of Sellers obtained from governments and governmental agencies relating to the Purchased Business, the Purchased Locations or the Purchased Projects; (f) copies of all books, records, ledgers, files, documents, correspondence, lists, plats, architectural plans, drawings, specifications, creative materials, advertising and promotional materials, studies, reports, and other printed or written materials of Sellers relating to the Purchased Projects (it being understood and agreed that the Sellers shall retain the originals of all such documents other than creative materials and advertising and promotional materials); (g) All Permits existing as of the Closing Date and all goodwill associated with the Purchased Assets or the Business, subject to Section 6.3;; and (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as all of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material Sellers' rights to the operation of"Bettigole, the Business Andrews and the assets acquired Clark" and any obligations assumed pursuant hereto (including "NH Bettigole" names, styxxx xx logos xxx all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions variations thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed Contracts.

Sale of Purchased Assets. On Subject to the terms and subject to the conditions contained in of this Agreement, at Closing Seller shall and Parent and any Affiliate of either agree to sell, assign, convey, transfer and deliver to BuyerBuyer and Buyer agrees to purchase as of the Effective Date, substantially all of the assets, whether real, personal or mixed, tangible or intangible, other than the Excluded Assets (as hereinafter defined), owned or leased by Seller or Parent or any Affiliate of either on the Effective Date and held or used in the business or operation of the NCOP Facilities, including without limitation the following items (collectively, the "Purchased Assets"): (i) leasehold title to the Leased Real Property, (ii) all Furniture and Equipment, (iii) all supplies and inventory held or used in the business or operation of the NCOP Facilities, (iv) assumable prepaid expenses, claims for refunds related to any Assumed Liability or other liability reflected on the Effective Date Balance Sheet and rights to offset in respect thereof, (v) to the extent assignable under applicable Law, all financial, patient and medical staff records held or used by Seller or Parent or any Affiliate of either in the business or operation of the NCOP Facilities, (vi) all of the interest of Seller and Parent and any Affiliate of either in all commitments, contracts, leases and agreements outstanding in respect of the Purchased Assets (collectively, the "Assumed Contracts"), (vii) accounts, notes and other receivables, (viii) all licenses, certificates of need, accreditations and permits to the extent assignable which are held or used by Seller or Parent or any Affiliate of either and relate to the ownership, development and business or operation of the NCOP Facilities or other Purchased Assets (including any pending or approved Approvals regarding any NCOP Facility), (ix) all right, title, and Buyer interest of Seller and Parent and any Affiliate of either in the name "Optometric Eye Care Center" (provided, however, nothing herein shall purchasebe interpreted to prevent Seller or Parent or any Affiliate of either from using any name as a trademark, receive service xxxx, corporate name, trade name, domain name, or any other indication of source or origin, so long as such name is not confusingly similar to the name "Optometric Eye Care Center", and accept from Sellerprovided further that Seller and Parent agree not to use the name "Eye Care Center" as a part of an Internet domain name); in the domain names "xxxxxxxxxxxxx.xxx", "xxxx.xxx", and "xxxxxxxx.xxx"; and all other Intellectual Property, including without limitation all goodwill associated therewith and the right to secure in Buyer's own name any registrations or other protections that may be available in the Intellectual Property, (x) all computer hardware and equipment held or used by Seller or Parent or any Affiliate of either in the business or operation of the NCOP Facilities, subject to the terms of the Technology Transition Agreement attached as they exist on Exhibit J, (xi) any insurance proceeds related to the Closing DateNCOP Facilities currently due, (xii) all working capital (exclusive of cash and cash equivalents, subject to Sections 2.1(xv) and (xvi) hereof), (xiii) all right, title and interest that of Seller and Parent in all license agreements and other contracts between Seller or its subsidiary CBS Communications Services Inc. possesses Parent or any Affiliate of either and has third parties granting licenses for the right to transfer in and to all the assets which are used in the conduct of the Business, other than Excluded Assets, including, without limitation, the following (collectively, name "Purchased AssetsOptometric Eye Care Center"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on in Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation2.1, (ixiv) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received included in any of the foregoing, any assets reflected on the Effective Date Balance Sheet, (xv) the cash balance of the Advertising Fund as of the Effective Date, and (xvi) xxxxx cash on hand as of the Effective Date at the NCOP Facilities. Seller shall be permitted, at its expense, to retain copies or originals (as set forth in Section 2.2) of all records that it reasonably determines may be required by Seller prior in the future. Except as otherwise provided herein, Seller and Parent and any Affiliate of either shall convey good and marketable title to the Closing Date) Purchased Assets and (ii) claims all parts thereof to Buyer free and rights arising out clear of or relating to the Assumed Contractsall Encumbrances, except for Permitted Encumbrances.

Sale of Purchased Assets. (a) On the terms and subject to the conditions contained in this Agreementset forth herein, at Closing the Closing, the Seller shall sell, assign, convey, transfer transfer, assign and deliver to the Buyer, and the Buyer shall, and the Parent shall purchasecause the Buyer to, receive and accept purchase from the Seller, as they exist on all of the Closing Date, all Seller’s right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses in, to and has under the right to transfer in and to all the following assets which are exclusively used in the conduct of the Business, other than Excluded Assets, including, without limitation, the following Business (collectively, "the “Purchased Assets"”), free and clear of any Liens (other than Permitted Liens): (ai) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochuresall Inventory; (bii) Tangible personal propertyall Contracts (other than the Excluded Contracts), including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, (the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories“Assumed Contracts”); (ciii) Leases and subleases of all Intellectual Property; (iv) all leasehold improvements located at any Leased Real Property and of Owned Real Property; (dv) Leases all deposits with respect to utilities used in the operation of the Leased Real Property (collectively, the “Utilities Deposits”); (vi) all post office boxes and subleases of addresses, telephone numbers and facsimile numbers associated with each Leased Personal Real Property; (evii) Intellectual Property (other than as provided all items of tangible personal property used exclusively in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation, marketing materials, current photo imagery, shoe molds, garment patterns, furniture, computers, registers and other point-of-sale equipment, telephones, other equipment, office materials, supplies, store fixtures, decorative items and showroom fixtures, in each case to the extent located at the Leased Real Property; provided, however, that title to all computers, registers and other point-of-sale equipment purchased hereunder shall not be deemed to have passed to the Buyer until immediately following the expiration of the Transition Services Agreement Term; (viii) the Minimum Cash; (ix) any archival materials related exclusively to the Business; (x) all showroom fixtures located at the Seller’s headquarters relating exclusively to the Business; (xi) the goodwill associated with and the going concern value of the Business; (xii) to the extent transferrable to the Buyer, all Governmental Permits which are held by the Seller and required for the conduct of the Business as currently conducted or for the ownership and use of the Purchased Assets including, without limitation, those set forth in Section 3.4 of the Seller Disclosure Schedule; (xiii) all of the Seller’s rights under guarantees, warranties, indemnities and all similar rights against third parties, including manufacturers or suppliers, to the extent related to any Purchased Assets or Assumed Liabilities; and (xiv) copies of all books, records, files and materials in the care, custody or control of the Seller, to the extent relating exclusively to any and all of the Purchased Assets, to the operations of the Business, and to Transferred Employees regardless of form or medium of storage, including, without limitation, intellectual property files relating to the Intellectual Property included in the Purchased Assets and the Intellectual Property Contracts, customer and prospective customer files, loyalty program customer contact information, the design and corporate history library of the Business, payment and credit and collection records, invoices, packing lists and shipping documents and supplier and prospective supplier files, maintenance records, sales and advertising material, documentation, manuals, transaction history data, purchase orders, accounting and financial records and correspondence files. (b) Any assets of the Seller not referenced in Section 2.2(a) shall not be included in the Purchased Assets (the “Excluded Assets”). In addition, notwithstanding Section 2.2(a), the following assets shall also be deemed to be Excluded Assets: (i) fees for early termination payable pursuant the Excluded Contracts; (ii) all (1) rent credits/deposits, (2) security deposits and deposits with respect to any Telecom Contract terminated by the customer between the date of this Agreement utilities and the Closing Date (3) prepaid rent and property taxes, in each case solely to the extent related to the Excluded Stores; (iii) all rights under Contracts associated with the Excluded Stores, including, without limitation, real property leases with respect to the Excluded Stores; and (iv) all leasehold improvements and all other tangible assets located at the Excluded Stores. The Purchased Assets shall not include any of the Seller’s assets which would otherwise constitute a part of the Purchased Assets, the assignment or attempted assignment of which would be invalid or would constitute a breach of any agreement or commitment to which the Seller is a party or by which the Seller may be bound; provided, however, that any such Purchased Asset referred to in this sentence shall be held and/or received by the Seller prior for the benefit of the Buyer so that the Buyer will be in substantially the same position as if such Purchased Asset had been transferred to the Closing Date) Buyer at the Closing. The sale, conveyance, transfer, assignment and (ii) claims and rights arising out delivery of or relating the Purchased Assets by the Seller to the Assumed ContractsBuyer hereunder shall be effected by such assignments, transfers of title, deeds, bills of sale and other instruments as shall be reasonably requested by the Buyer.

Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions contained in this Agreement, at Closing Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, Purchaser and Buyer Purchaser shall purchase, receive acquire and accept from Seller, as they exist on the Closing Date, free and clear of all Liens (other than Permitted Liens) all of Seller’s right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the tangible assets, intellectual property and intangible assets which are used in the conduct of the Business, Business other than the Excluded AssetsAssets (as hereinafter defined), including, without limitationbut not limited to, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, all equipment, switchesinventory, microwave facilitiesaccounts receivable, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible prepaid assets, in each case and Contracts used in connection with the conduct operation of the Business;Business (collectively, the “Purchased Assets”). The Purchased Assets do not include those assets of Seller identified on Exhibit B-1 (the “Excluded Assets”). (fb) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as As of the Closing Date, if any; (i) Supplies Purchaser shall assume all rights, obligations and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties liabilities with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement Purchased Assets from and after the Closing Date (including the obligation to perform warranty service based upon product sales prior to the extent Closing Date) in conformity with the representations and warranties of Seller except: (i) any Tax or other obligation or liability arising out of or based upon the transactions contemplated by this Agreement or incurred by Seller by reason of preparation of this Agreement; (ii) any obligation or liability under any Contract that is assigned by Seller to Purchaser: (A) if failure to obtain a required consent to assignment by Seller to Purchaser deprives Purchaser of the enjoyment of any of Seller’s rights thereunder; (B) if such Contract is not received assigned by Seller to Purchaser as a result of Section 2.3 or otherwise; or (C) if Seller is in material default thereunder; (iii) any obligation or liability arising out of the Excluded Assets or the Indebtedness; and (iv) any obligation or liability arising out of or in connection with the use or ownership of the Purchased Assets by Seller prior to the Closing Date, unless expressly assumed by Purchaser in this Agreement (the “Assumed Obligations”). (c) Upon the terms and conditions contained in this Agreement, at Closing, simultaneously with the execution of this Agreement, Purchaser has assumed and agreed to pay, perform and discharge all non-affiliated, third party accounts payable and accrued expenses of the Seller related to the Purchased Assets incurred in the Ordinary Course of Business (iicollectively, the “Assumed Liabilities”), all of which as of the date hereof are identified on Exhibit B-2. The Assumed Liabilities do not include the Indebtedness or any other liabilities of Seller, all of which are hereinafter referred to as the “Excluded Liabilities”. (d) claims Except for the Assumed Liabilities and rights Assumed Obligations, Purchaser has not assumed, incurred liability for, or become obligated to pay, perform or otherwise discharge any liabilities or obligations of Seller of any nature, absolute, accrued, asserted or unasserted, contingent or otherwise, existing as of the Closing Date or arising out of or relating to the Assumed Contractsuse or operation by Seller of the Purchased Assets or conduct of the Business prior to the Closing Date.

Sale of Purchased Assets. On Upon the terms and subject to the conditions contained in of this Agreement, at Closing the Closing, the Seller shall sell, convey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive acquire and accept from the Seller, as they exist on the Closing Datefree and clear of all Liens, other than Permitted Liens, all of Seller’s right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has as of the right to transfer Closing, in and to all any of the assets assets, properties and rights, wherever located, which are used by the Seller in the conduct operation of the Business (and for the avoidance of doubt, not including any Excluded Assets but including all assets taken into account in the calculation of the Purchase Price) (the “Purchased Assets”), including the following: (i) the Subsidiary Shares (provided that (i) to the extent that any Subsidiary that is not an Acquired Subsidiary owns the share capital of an Acquired Subsidiary, Seller shall cause such Subsidiary to sell and transfer to Buyer at the Closing the share capital of the Acquired Subsidiary owned by the relevant Subsidiary, and (ii) the share capital of Patrakia shall not be part of the Purchased Assets, if the reorganization contemplated pursuant to Section 8.9 is completed prior to Closing); (ii) all rights of the Seller under Contracts to which the Seller is a party and which are part of the Business, other than Excluded Assets, including, without limitation, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 2.1(a)(ii) (the "“Assumed Contracts"”); (giii) All Permits existing as all rights of the Closing Date Seller under outstanding price proposals and associated with purchase orders exclusively related to the Purchased Assets Business. Such purchase orders and price proposals issued by the Seller are set forth on Schedule 2.1(a)(iii); (iv) all Acquired IP; (v) the equipment, furniture, and computers (including software and hardware) owned by Seller, to the extent used in or acquired for the Business, subject to Section 6.3a list of which is attached hereto as Schedule 2.1(a)(v), together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof and all maintenance records and other documents relating thereto (“Tangible Personal Property”); (hvi) Lists of suppliersthe Yehud Real Property, customers pursuant to the terms and potential customers of services or products offered by subject to the Business, as of conditions set forth hereunder and in the Closing Date, if anyReal Property Purchase Agreement; (ivii) Supplies the Real Property Leases to which Seller is a party and sundry itemswhich are listed in Schedule 2.1(vii), including telephone numbersany options to renew or purchase in connection with any of the foregoing; (viii) all Permits held by the Seller, keys and lock combinations, customer records, and to the extent transferable; (ix) a copy of all books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely extent related to the Business in the possession of the Seller, in whatever form (other than Tax Returns and copies other books and records related to Taxes of Tax Returnsthe Seller); (x) all rights and title to the Severance Funds (as defined below) maintained for the benefit of the Seller Transferred Employees; provided that the actual transfer of such Severance Funds shall be contingent upon the receipt by Seller of the approval of such transfer by the ITA; (xi) the Goodwill; (xii) Accounts Receivable to the extent reflected in Closing Net Working Capital as accounts receivable; (xiii) Intercompany receivables due from the Acquired Subsidiaries to Seller on account of loans or capital notes; (xiv) Inventory to the extent reflected in Closing Net Working Capital as inventory. (xv) Prepaid Expenses and any other accrued expenses to the extent reflected in Closing Net Working Capital as prepaid expenses or Other Receivables; (xvi) all causes of action, judgments, claims and demands of the Seller against third parties, whether known or unknown, in each case to the extent related to the Business or the Purchased Assets, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New EmployeesRetained Claims; and (kxvii) All claims and rights of all insurance proceeds received or receivable by Seller against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating related to any Purchased Assets and to the Assumed Contractsextent the loss or damage to such Purchased Asset is transferred to Buyer hereunder.

Sale of Purchased Assets. (a) On the terms and subject to the conditions contained in this Agreementset forth herein, at Closing Seller the Closing, the Companies shall sell, assign, convey, transfer transfer, assign and deliver to the Buyer, and the Buyer shall purchase, receive and accept from Seller, as they exist on all of the Closing Date, all Companies’ right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all of the assets assets, properties, business and rights of every kind and nature, whether real, personal or mixed tangible or intangible (including goodwill), wherever located, and whether now existing or hereafter acquired which relate to or are used or held for use in connection with the Business (collectively, the “Purchased Assets”), excluding only the Excluded Assets, free and clear of any Encumbrances, including, without limitation: (i) all accounts and other receivables; (ii) all prepaid assets, expenses, rent and insurance benefits, rights and proceeds of the Companies; (iii) all items of tangible personal property; (iv) all Contracts, other than the Excluded Contracts; (v) all Company Intellectual Property, and all rights with respect to any claims (past, present or future) with respect thereto and the right to all Damages payable in respect thereof; (vi) the Retained Cash; (vii) all relationships or arrangements of the Companies with the EROs and its other customers or clients, all ERO and customer lists and information, including contact persons, and information and all records and databases related thereto; (viii) Advances by the Companies to EROs set forth on the Closing Date Balance Sheet; (ix) the business and goodwill of the Companies as a going concern; and (x) all books, records, files and materials in the conduct care, custody or control of the Companies and the Shareholders which relate to any and all of the Purchased Assets, to the operations of the Business, other than Excluded Assetsand to Transferring Employees regardless of form or medium of storage, including, without limitation, the following (collectivelycustomer and prospective customer files, "Purchased Assets"): (a) Accounts payment and contracts receivable credit and prepaid expensescollection records, including depositsfinancial and accounting records, invoices, packing lists and shipping documents and supplier and prospective supplier files, maintenance records, sales and advertising materials material, documentation, manuals, purchase orders and brochures;accounting and financial records. (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipmentNotwithstanding anything else contained in this Agreement or in any Transaction Document, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used following assets shall not be included in the conduct of Purchased Assets to be sold or acquired pursuant to this Agreement (collectively, the Business “Excluded Assets”): (i) all cash, cash equivalents and miscellaneous inventoriesmarketable securities other than the Retained Cash; (cii) Leases all claims for refunds of Taxes and subleases other governmental charges of Leased Real Property and of Owned Real Propertywhatever nature; (diii) Leases the Companies’ minute books and subleases of Leased Personal Propertystock books; (eiv) Intellectual Property the Contracts listed on Schedule 1.1(b)(iv) (other than as provided in Section 1.2(bthe “Excluded Contracts”)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (fv) Unexecuted or uncompleted portions the limited liability company ownership interest in TPS; (vi) the Company Employee Plans; (vii) all rights and benefits of the Contracts as existing on Companies and the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of Shareholders under this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New EmployeesTransaction Documents; and (kviii) All claims all other property and rights assets designated as “Excluded Assets” on Schedule 1.1(b)(viii). The Purchased Assets shall not include any of Seller against third parties with respect the Companies’ assets which would otherwise constitute a part of the Purchased Assets, the assignment or attempted assignment of which would be invalid or would constitute a breach of any agreement or commitment to which the Companies are a party or by which the Companies may be bound; provided, however, that any such Purchased Asset referred to in this sentence shall be held and/or received by the Companies for the benefit of the Buyer so that the Buyer will be in substantially the same position as if such Purchased Asset had been transferred to the conduct Buyer at the Closing. The sale, conveyance, transfer, assignment and delivery of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated Purchased Assets by the customer between the date of this Agreement and the Closing Date (Companies to the extent not received Buyer hereunder shall be effected by Seller prior to such assignments, transfers of title, deeds, bills of sale and other instruments as shall be reasonably requested by the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed Contracts.Buyer

Sale of Purchased Assets. On (a) Upon the terms and subject to the conditions contained in of this Agreement, at Closing Seller the Closing, the Buyers shall purchase from the Sellers, and the Sellers shall sell, convey, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and accept from Seller, as they exist on the Closing DateBuyers, all of the Purchased Assets for the consideration specified below in Section 2.4, free and clear of all Liens other than Permitted Liens. For purposes of this Agreement, the “Purchased Assets” mean all of the right, title and interest that a Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all of the assets which are Assets primarily used in the conduct of the Business, other than Excluded AssetsBusinesses, including, without limitationbut not limited to: (i) finished goods, (ii) raw materials used solely in the following Businesses, (collectivelyiii) all Contracts primarily related to the Businesses and the rights thereunder (the “Purchased Contracts”), "Purchased Assets"): (aiv) Accounts supplier credits and contracts receivable deposits, (v) all Books and prepaid expensesRecords used primarily in the Businesses, including depositscustomer lists, referral sources, research and development reports and records, production reports and records, operating guides and manuals, creative materials, advertising materials and brochures; (b) Tangible personal property, including raw promotional materials, works-in-processstudies and reports primarily related to the Businesses, finished goods(vi) all Intellectual Property Assets, (vii) each item of equipment, tools, machinery, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers materials and supplies and each other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other item of tangible personal property owned or leased by Seller and used in the conduct set forth on Schedule 2.1(a) of the Business and miscellaneous inventories; Disclosure Schedules (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased the “Scheduled Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)”), licenses (viii) all insurance benefits, including rights and sublicenses granted proceeds, arising from or obtained with respect thereto, remedies against infringements thereof and rights relating to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the BusinessAssumed Liabilities prior to the Effective Time and included in Net Working Capital, subject to Section 6.3; unless expended in accordance with this Agreement, (hix) Lists of suppliers, customers and potential customers of services or products offered by the Business, as all claims of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller Sellers against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed ContractsPurchased Assets, whether xxxxxx or inchoate, known or unknown, contingent or non contingent, and (x) all goodwill and other intangible assets of the Sellers and its Affiliates that are primarily associated with the Businesses, but excluding the Excluded Assets. The Purchased Assets do not include any real property.

Sale of Purchased Assets. On the terms and subject to the conditions contained in this Agreement, at Closing the Closing, Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and accept from Seller, as they exist on the Closing Date, the Business, the goodwill of Seller relating to the Business and the assets and properties owned or leased by Seller, including without limitation the following, other than the Excluded Assets (collectively, “Purchased Assets”): (a) All accounts and contracts receivable together with the related reserve for bad debt (except Accounts Receivable that are not Current as of the Closing Date and the related reserve for bad debt shall be Excluded Assets), all proceeds from insurance claims and prepaid expenses, other prepaid items and other similar assets relating to the operation of the Business (including any refunds derived from or related to any such prepaid items); (b) All right, title and interest that of Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Business, other than Excluded Assets, including, without limitation, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible any tangible personal property, including raw materialsmachinery, works-in-process, finished goods, parts, accessoriesequipment, tools, furniturecomputers, equipmentcomputer peripherals, switches, microwave facilities, routers furniture and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventoriesfixtures; (c) Leases All right, title and subleases interest of Leased Real Property Seller, as lessee, in and of Owned Real Propertyto any leased personal property; (d) Leases All right, title and subleases interest of Leased Personal PropertySeller in and to any of the Intellectual Property Assets; (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained Except with respect theretoto the Excluded Contracts, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or right, title and interest of Seller in and to all uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, Date as any of the foregoing may be amended in the ordinary course Ordinary Course of business Business between the date of this Agreement hereof and the Closing Date; (f) All of the right, subject title and interest of Seller in and to Section 6.2 (the "Assumed Contracts")all uncompleted portions of Customer Contracts and other agreements and arrangements with its suppliers and customers, as well as any and all lists which Seller may have available of customers or potential customers of services or products; (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and except as provided in Section 1.2, books and records of, or relating to, and material to the operation of, of the Business and the assets Purchased Assets acquired and any obligations assumed pursuant hereto (including copies of all customer files, customer lists, supplier records, records and records relating to accounts receivable and market research and surveysAccounts Receivable); (h) Copies of all employment agreements with any, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel personnel records and payroll records with respect to for all New Employees (other than Retained Employees) employed by Purchaser as of the Closing Date; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to To the extent not received by transferable, all of Seller’s rights under Seller prior to the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed ContractsPermits.

Sale of Purchased Assets. On the terms At Closing and subject to the terms and conditions contained in of this Agreement, at Closing other than the Excluded Assets, Seller shall sell, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase, receive and accept purchase from Seller, as they exist on the Closing Dateall rights, all righttitle, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Businessevery description, other than Excluded Assetsand whether real, includingpersonal or mixed, without limitationtangible or intangible, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and held or used in the conduct business or operation of the Business Hospital, including the following items (collectively, the “Purchased Assets”): (a) All Furniture and miscellaneous inventoriesEquipment; (b) Good and marketable title in fee simple absolute to the Owned Real Property, and, to the extent permitted by law, any rights of Seller against third parties related to any such Owned Real Property, together with all plants, buildings, structures, improvements, construction in progress, appurtenances, covenants, easements, servitudes and fixtures situated thereon, forming a part thereof, or in any manner belonging to or pertaining to such interests of Seller; (c) Leases and subleases of Seller’s interest in the Contracts relating to the Leased Real Property and of Owned Real Property; (d) Leases (i) All of the interest of Seller or its Affiliates in all Scheduled Contracts in respect of the Purchased Assets, (ii) all Contracts that both are not listed on Schedule 5.11 and subleases that are De Minimis Contracts that relate primarily or exclusively to the operations of Leased Personal Propertythe Hospital and, (iii) all Contracts representing Capital Lease Obligations (collectively, the “Assumed Contracts”), but excluding (i) except as otherwise provided herein, Contracts relating to Plans and (ii) the Excluded Contracts; (e) Intellectual Property (other than as provided in Section 1.2(b))All Permits and Approvals issued or granted by Governmental Entities to the extent assignable under applicable Law and which are held or used by the Seller Affiliates and relate to the ownership, licenses development and sublicenses granted business or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct operation of the BusinessPurchased Assets (including any pending Permits and Approvals related to any Purchased Assets); (f) Unexecuted All computer hardware, software, and data processing equipment owned by Seller or uncompleted portions used primarily in the business or operation of the Contracts as existing on Hospital or the Closing Dateoperation of the Purchased Assets which, or which are in the case of software, is listed on Schedule 2.11 hereto2.1(f) unless it is a De Minimis Contract, and, to the extent assignable or which are not required to be disclosed thereon but are transferable, all rights in all warranties of any manufacturer or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts")vendor with respect thereto; (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3Inventory; (h) Lists of suppliersAssumable prepaid expenses, customers claims for refunds and potential customers of services or products offered by rights to offset in respect thereof (in each case to the Business, as of extent included in the Closing Date, if anyFinal NWC Calculation); (i) Supplies To the extent transferable or assignable under applicable Law, all financial, patient and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and medical staff records of, held or relating to, and material to used by the Seller Affiliates primarily or exclusively in the business or operation of, of the Business and Hospital (but specifically excluding any records maintained by Affiliates of Seller in connection with the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if anyprovision of services by such Affiliates for the benefit of Seller), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records All Intellectual Property, including Seller’s rights in the name Heart Hospital of New Mexico; (k) Seller’s goodwill in respect of the Purchased Assets and payroll records with respect to all New Employeesthe Hospital; and (kl) All claims and rights of Seller against third parties with respect records related to the conduct business, operation or ownership of the Business includingHospital including ad valorem and gross receipts Tax returns and records including federal forms 940, without limitation941, W-2, W-3 and New Mexico Forms CRS-1 (i) fees but specifically excluding income Tax returns, franchise Tax returns and supporting materials for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement such returns such as working papers and the Closing Date (Tax provisions). Seller shall transfer and convey good and marketable title to the extent not received by Seller prior Purchased Assets and all parts thereof to Buyer, free and clear of all Encumbrances except for the Closing Date) and (ii) claims and rights arising out of or relating to the Assumed ContractsPermitted Encumbrances.

Sale of Purchased Assets. On the terms and subject to the conditions contained Closing Date (as defined in this AgreementSECTION 8), at Closing each Seller shall sell, assigntransfer, convey, transfer and deliver to Buyer, Buyer and Buyer shall purchase, receive free and accept from Sellerclear of all liens, as they exist on the Closing Datepledges, or encumbrances of all kinds (except for those encumbrances pursuant to operating or capital leases), all right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all of the assets which are used in the conduct of the Business, including but not limited to the Leases (defined below) (along with the lease and utility deposits in respect thereof) and related fixtures and improvements, all other than Excluded Assetsleasehold interests, including, without limitation, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible all personal property, tangible and intangible, including raw materialsbut not limited to all furniture, works-in-process, finished goods, parts, accessories, tools, furniturefixtures, equipment, switchesprepaid items, microwave facilitiesrights to any refunds on product liability insurance policies, routers and other network equipmentcash, the WesNet IP Networkprepaids, machinery, automobiles, trucks, motor vehicles, all other personal property owned accounts receivable excluding notes receivable from any of Sellers' members (or leased by Seller and used in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)their affiliates), licenses computer hardware and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation of, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer filessoftware, customer lists, inventory, trade names, trademarks, logos, supplies, sales material (including order forms, brochures, packaging materials and supplier lists), together with all files, records, records documents and other written and recorded materials relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business (provided that Sellers may retain copies or have access to such materials after Closing for tax and copies of Tax Returns, other than Income Tax Returns, relating solely to purposes) (collectively such assets are the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) "PURCHASED ASSETS"). All claims and rights of Seller against third parties with respect to the conduct of the Business includingPurchased Assets shall be inventoried, without limitation, (i) fees for early termination payable pursuant and a schedule of same prepared and agreed to any Telecom Contract terminated by the customer between the date of this Agreement Sellers and the Closing Date (to the extent not received by Seller Buyer prior to Closing. Each Seller agrees at Closing to execute and deliver to Buyer a bill of sale ("BILL OF SALE") in the Closing Date) form of EXHIBIT B, transferxxxx title to axx xf the Purchased Assets. Said Bill of Sale shall only include each Seller's warranty of clear xxxxe and (ii) claims and rights arising out an inventoried list of or relating to the Assumed ContractsPurchased Assets.

Sale of Purchased Assets. On Upon the terms and subject to the conditions contained set forth herein and in this Agreementthe Bxxx of Sale, at Closing Seller shall sell, assign, convey, transfer and deliver to Buyer, and Buyer shall purchase, receive and accept from Seller, as they exist on the Closing Date, all right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Business, other than Excluded Assets, including, without limitation, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and used in the conduct of the Business and miscellaneous inventories; (c) Leases and subleases of Leased Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses and sublicenses granted or obtained with respect thereto, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, effective as of the Closing Date, if anySeller shall sell, convey, assign and transfer to Purchaser, and Purchaser shall purchase, acquire and accept from Seller, free and clear of all Encumbrances (other than Permitted Encumbrances), all of Seller’s rights, titles and interests in the Territory in, to or under the assets set forth below (collectively, “Purchased Assets”): (a) the Product Approvals; (b) all tangible embodiments of the Product Approvals, original applications and all supplements, batch records, laboratory notebooks, chemistry information, periodic safety update reports, and adverse event reports, in each case exclusively related to the Product and in Seller’s possession as of the Closing Date; and (c) claims, counterclaims, defenses, causes of action, rights under express or implied warranties, rights of recovery, rights of set-off, rights of subrogation and all other rights of any kind against any third party, held by Seller and solely related to the Purchased Assets other than those (i) Supplies and sundry itemsarising under Seller’s or its Affiliates’ insurance policies, including telephone numbers, keys and lock combinations, customer records, and books and records of(ii) relating to any Retained Liabilities or Excluded Assets, or (iii) relating tothe purchase or procurement of any goods, and material to the operation service or product for, or on behalf of, the Business and the assets acquired and or Purchased Assets at any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (time on or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) , along with any and (ii) claims all recoveries in connection thereto; provided, however, that the foregoing shall not be deemed to impose any duty to prosecute or defend any claim or to indemnify Seller for any claim unless Purchaser would be otherwise be obligated to do so by the express terms and rights arising out of or relating to the Assumed Contractsprovisions contained elsewhere in this Agreement.

Sale of Purchased Assets. On Upon the terms and subject to the conditions contained in this Agreementset forth herein, at Closing Seller the Closing, Medimetriks shall sell, assign, convey, assign and transfer and deliver to BuyerCutanea, and Buyer Cutanea shall purchase, receive acquire and accept from SellerMedimetriks all of Medimetriks’ or any of its Affiliates’ good and marketable right, as they title, and interest, free and clear of all Encumbrances (other than Permitted Encumbrances), to the assets of Medimetriks (or any of its Affiliates) set forth below (collectively, “Purchased Assets”): (a) All Product Domain Names, Product Telephone Numbers, and all social media handles and other similar multimedia identifiers relating exclusively to the Product, if the foregoing exist on the Closing Date, all right, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Business, other than Excluded Assets, including, without limitation, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including All starting and raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, materials for the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property Product that are owned by Medimetriks or leased by Seller and used in its Affiliates (the conduct of the Business and miscellaneous inventories“Raw Materials Inventory”); (c) Leases and subleases of Leased Real Property and of Owned Real PropertyAll Product Equipment, if any exists on the Closing Date; (d) Leases and subleases of Leased Personal PropertyThe Assumed Contracts (but, for clarity, excluding the Medimetriks Retained Rights); (e) Intellectual Property (other than as provided in Section 1.2(b)), licenses All Books and sublicenses granted or obtained with respect thereto, remedies against infringements thereof Records and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business;Regulatory Documentation; and (f) Unexecuted To the extent transferrable, all rights to claims, counterclaims, defenses, causes of action, rights under express or uncompleted portions implied warranties, rights of the Contracts as existing on the Closing Daterecovery, or which are listed on Schedule 2.11 heretorights of set-off, or which are not required and rights of subrogation, held by Medimetriks and solely related to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; Assumed Liabilities other than those (i) Supplies and sundry itemsarising under Medimetriks’ or its Affiliates’ insurance policies, including telephone numbers, keys and lock combinations, customer records, and books and records of(ii) relating to any Retained Liabilities or Excluded Assets, or (iii) relating to, and material to the operation purchase or procurement of any good, service or product for, or on behalf of, the Business and the assets acquired and or Purchased Assets at any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (time on or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties with respect to the conduct of the Business including, without limitation, (i) fees for early termination payable pursuant to any Telecom Contract terminated by the customer between the date of this Agreement and the Closing Date (to the extent not received by Seller prior to the Closing Date) Closing, along with any and (ii) claims all recoveries in connection thereto; provided, however, that the foregoing shall not be deemed to impose any duty to prosecute or defend any claim or to indemnify Medimetriks for any claim unless Cutanea would otherwise be obligated to do so by the express terms and rights arising out of or relating to the Assumed Contractsprovisions contained elsewhere in this Agreement.

Sale of Purchased Assets. On At Closing, but effective as of the terms Effective Time, and subject to the terms and conditions contained in of this Agreement, at Closing other than the Excluded Assets, Seller shall sell, assigntransfer, convey, transfer assign and deliver to Buyer, and Buyer shall purchase, receive and accept purchase from Seller, as they exist on the Closing Dateall rights, all righttitle, title and interest that Seller or its subsidiary CBS Communications Services Inc. possesses and has the right to transfer in and to all the assets which are used in the conduct of the Businessevery description, other than Excluded Assetsand whether real, includingpersonal or mixed, without limitationtangible or intangible, the following (collectively, "Purchased Assets"): (a) Accounts and contracts receivable and prepaid expenses, including deposits, advertising materials and brochures; (b) Tangible personal property, including raw materials, works-in-process, finished goods, parts, accessories, tools, furniture, equipment, switches, microwave facilities, routers and other network equipment, the WesNet IP Network, machinery, automobiles, trucks, motor vehicles, all other personal property owned or leased by Seller and held or used in the conduct business or operation of the Business Hospital, including the following items (collectively, the “Purchased Assets”): (a) All Furniture and miscellaneous inventoriesEquipment, including the Furniture and Equipment listed on Schedule 1.1C; (cb) Leases Good and subleases of Leased marketable title in fee simple absolute to the Real Property and of Owned Real Property; (d) Leases and subleases of Leased Personal Property; (e) Intellectual Property (other than as provided in Section 1.2(b))owned by Seller, licenses and sublicenses granted or obtained with respect theretoand, remedies against infringements thereof and rights to protection of interests therein and all other intangible assets, in each case used in connection with the conduct of the Business; (f) Unexecuted or uncompleted portions of the Contracts as existing on the Closing Date, or which are listed on Schedule 2.11 hereto, or which are not required to be disclosed thereon but are or have been entered into in the ordinary course of business, as any of the foregoing may be amended in the ordinary course of business between the date of this Agreement and the Closing Date, subject to Section 6.2 (the "Assumed Contracts"); (g) All Permits existing as of the Closing Date and associated with the Purchased Assets or the Business, subject to Section 6.3; (h) Lists of suppliers, customers and potential customers of services or products offered by the Business, as of the Closing Date, if any; (i) Supplies and sundry items, including telephone numbers, keys and lock combinations, customer records, and books and records of, or relating to, and material to the operation ofextent permitted by law, the Business and the assets acquired and any obligations assumed pursuant hereto (including all customer files, customer lists, supplier records, records relating to accounts receivable and market research and surveys, if any), copies of financial records (or portions thereof) relating solely to the Business and copies of Tax Returns, other than Income Tax Returns, relating solely to the Business; (j) Personnel records and payroll records with respect to all New Employees; and (k) All claims and rights of Seller against third parties under general warranty deeds, related to any such Real Property, together with respect all plants, buildings, structures, improvements, construction in progress, appurtenances, covenants, easements, servitudes and fixtures situated thereon, forming a part thereof, or in any manner belonging to the conduct or pertaining to such interests of the Business including, without limitation, Seller; (i) fees for early termination payable pursuant All of the interest of Seller and its Affiliates in all Scheduled Contracts that are listed on Schedule 2.1(c), (ii) all De Minimis Contracts that relate primarily or exclusively to any Telecom Contract terminated the operation of the Hospital, and (iii) all Contracts representing Capital Lease Obligations (collectively, the “Assumed Contracts”), but excluding the Excluded Contracts; (d) All Permits and Approvals issued or granted by the customer between the date of this Agreement and the Closing Date (Governmental Entities to the extent not received assignable under applicable Law and which are held or used by the Seller Affiliates and relate to the ownership, development and business or operation of the Hospital or the Purchased Assets (including any pending Permits and Approvals related to any Purchased Assets); (e) All computer hardware, software, and data processing equipment owned by Seller prior or used primarily in the business or operation of the Hospital or the operation of the Purchased Assets which, in the case of software, is listed on Schedule 2.1(e) unless it is a De Minimis Contract, and, to the Closing Dateextent assignable or transferable, all rights in all warranties of any manufacturer or vendor with respect thereto; (f) and All Inventory; (iig) Assumable prepaid expenses to the extent of the benefit to Buyer after the Effective Time, claims for refunds and rights arising out to offset in respect thereof (in each case to the extent included in the Final NWC Calculation); (h) To the extent transferable or assignable under applicable Law, all financial, patient, employee and medical staff records held or used by Seller or any Seller Affiliates primarily or exclusively in the business or operation of or the Hospital (but specifically excluding any records maintained by Affiliates of Seller in connection with the provision of services by such Affiliates for the benefit of Seller which are not required for the operation of the Hospital after Closing); (i) All Intellectual Property, including Seller’s rights in the name Arizona Heart Hospital; (j) Seller’s goodwill in respect of the Purchased Assets and the Hospital; (k) Any insurance proceeds relating to the Assumed ContractsPurchased Assets to the extent provided in Section 11.8; and (l) All tax records related to the business, operation or ownership of the Hospital including ad valorem and sales and use Tax returns and records (but specifically excluding income Tax returns, franchise Tax returns and supporting materials for such returns such as working papers).