Common use of Transfer of Acquired Assets Clause in Contracts

Transfer of Acquired Assets. Subject to the terms and conditions of this Agreement, and except as provided in Section 1.2, Seller, which as to each particular Location shall be the particular Seller of such location as designated on Exhibit A, and SCI do hereby agree to (or, if applicable, cause their Affiliates to) sell, transfer, convey, assign and deliver to Buyer, and Buyer does hereby agree to purchase and accept from Seller and SCI (or their Affiliates, if applicable), free and clear of all Liens and Liabilities (other than the Assumed Liabilities (as defined below)), all right, title and interest to the following property and rights located at, used in connection with, arising out of or relating to the Business (collectively, the “Acquired Assets”): (a) The real property used in the operation of the Business as specifically described in the commitments for title insurance received from Land Services USA, Inc. (the “Title Company”), together with all buildings, structures, improvements, fixtures, easements, benefits and rights and appurtenances benefiting, belonging or pertaining thereto, (the “Owned Real Property”); (b) All furniture, equipment, tools, supplies and other tangible personal property owned or used by Seller or SCI exclusively or primarily in the operation of the Business as of the date hereof or acquired between the date hereof and the Effective Time, including, without limitation, those items listed on Schedule 2 to this Agreement; (c) All vehicles listed on Schedule 3 to this Agreement; (d) All caskets, crypts, urns, vaults, monuments, grave spaces, mausoleum spaces, niches, lawn crypts, supplies and other merchandise inventory of the Business (“Inventory”), including, without limitation, the items stored for customers of the Business, plus or minus any changes to such Inventory which result from the ordinary course of operation of the Business, consistent with past practices, subsequent to the date(s) of such listing(s) and until the Effective Time (and specifically limited to the rights permitted by or provided under applicable Laws with regard to merchandise designated as being “stored” for customers under Pre-/At-Need Contracts (as defined below)), and all Services in Progress (as hereinafter defined); (e) All benefits, rights and entitlements of or relating to the Business under and in all contracts, agreements, leases, licenses and commitments listed on Schedule 5 to this Agreement (“Business Contracts”); (f) All benefits, rights and entitlements under any leases for any real property at the Location or otherwise exclusively or primarily related to the Business (whether Seller is lessee or lessor thereunder) (“Real Property Leases”), including, without limitation, those listed on Schedule 5 to this Agreement, together with any security deposits held or paid on account of any of the Real Property Leases (the real property leased by Seller or SCI as a lessee or sublessee under the Real Property Leases being referred to herein as “Leased Real Property” and, together with the Owned Real Property, the “Real Property”); (g) All benefits, rights and entitlements under all of the Contracts, engagements and commitments, written or oral, relating to the provision or sale by the Business of at-need or preneed cemetery merchandise, properties or services and all deposits, prepaid amounts, and trust/escrow funds relating to such Contracts, engagements and commitments, including, without limitation, those items listed on Schedules 7 and 8 to this Agreement, plus or minus any similar items entered into or obtained in the ordinary course of the operation of the Business subsequent to the date(s) of the listing(s) on Schedules 7 and 8 until the Effective Time (collectively, the “Pre-/At-Need Contracts” and, together with the Business Contracts and the Real Property Leases, the “Assumed Contracts”); (h) All of the Permits of each of Seller and SCI necessary for the ownership, operation, maintenance or presently planned expansion (by Seller or SCI) of the Business, to the extent transferable; (i) Intentionally omitted; (j) All utility and other deposits previously paid to and/or held by third parties in connection with the operation of the Business as of the Effective Time; (k) All accounts and notes receivable generated in or relating to the operation of the Business (“Receivables”), including, without limitation, those listed on Schedule 9 to this Agreement, plus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, consistent with past practices, subsequent to the date(s) of the listing(s) on Schedule 9 until the Effective Time, but specifically excluding pending trust/escrow claims specified in Section 5.5(b)(ii) and pending insurance claims; (l) All of the Seller’s and SCI’s rights and incidents of interest in and to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly or indirectly out of any of the Acquired Assets or the Business, but specifically excluding pending trust claims specified in Section 5.5(b)(ii) and pending insurance claims; and (m) All goodwill associated with the Business, together with all lists of present or former customers of the Business, all business books, documents, records, files, databases and reports relating to the Acquired Assets and reasonably necessary for Buyer to continue the Business (collectively, “Seller Records”) (whether or not the Seller Records are physically located at any of the Locations), the wired telephone numbers and listings for the Business, and all Intellectual Property owned and/or used by the Seller and/or SCI exclusively or primarily in connection with the Business (“Business Intellectual Property”), including, without limitation, all right, title and interest in and the right to use the trademarks, service marks and trade names for each Location as listed on Exhibit A hereto. All Seller Records not physically located at the Location shall be copied and, at the election of Buyer, either delivered in person to a representative of Buyer at the location where such Seller Records are held on the Closing Date (as defined below) or shipped to Buyer by Seller and/or SCI at Buyer’s expense by such delivery service selected by Buyer. All requests and other communications from Buyer to Seller or SCI regarding Seller Records, either before or after the Closing (as defined below), shall be directed to Xxxxxxx Xxxxxxx, Service Corporation International, 0000 Xxxxx Xxxxxxx, Houston, Texas 77019, fax: (000) 000-0000 and Xxxxxxx.Xxxxxxx@xxx-xx.xxx. Except as specifically provided in Section 1.2, it is intended that the assets, properties and rights of the Business to be sold to Buyer pursuant to this Agreement shall include all of the assets, properties and rights reflected in the Schedules relating to the subsections of Section 1.1, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights of the Business that may have been acquired in the ordinary course of business since the dates of the listings in the Schedules relating to the subsections of Section 1.1 until the Effective Time.

Transfer of Acquired Assets. Subject to the terms and conditions of this Agreement, and except as provided in Section 1.2, Seller, which as to each particular Location shall be the particular Seller of such location as designated on Exhibit A, and SCI do hereby agree to (or, if applicable, cause their Affiliates to) sell, transfer, convey, assign and deliver to Buyer, and Buyer does hereby agree to purchase and accept from Seller and SCI (or their Affiliates, if applicable), free and clear of all Liens and Liabilities (other than the Assumed Liabilities (as defined below)), all right, title and interest to the following property and rights located at, used in connection with, arising out of or relating to the Business (collectively, the “Acquired Assets”): (a) The real property used in the operation of the Business as specifically described in the commitments for title insurance received from Land Services USA, Inc. (the “Title Company”)Schedule 1.1(a) to this Agreement, together with all buildings, structures, improvements, fixtures, easements, benefits and rights and appurtenances benefiting, belonging or pertaining thereto, (the “Owned Real Property”); (b) All furniture, equipment, tools, supplies and other tangible personal property owned or used by Seller or SCI exclusively or primarily in the operation of the Business as of the date hereof or acquired between the date hereof and the Effective Time, including, without limitation, those items listed on Schedule 2 1.1(b) to this Agreement; (c) All vehicles listed on Schedule 3 1.1(c) to this Agreement; (d) All caskets, crypts, urns, vaults, monuments, grave spaces, mausoleum spaces, niches, lawn crypts, supplies and other merchandise inventory of the Business (“Inventory”), including, without limitation, the items stored for customers of at the cemeteries included in the Business, plus or minus any changes to such Inventory which result from the ordinary course of operation of the Business, consistent with past practices, subsequent to the date(s) of such listing(s) and until the Effective Time (and specifically limited to the rights permitted by or provided under applicable Laws with regard to merchandise designated as being “stored” for customers under Pre-/At-Need Contracts (as defined below)), and all Services in Progress (as hereinafter defined); (e) All benefits, rights and entitlements of or relating to the Business under and in all contracts, agreements, leases, licenses and commitments listed on Schedule 5 1.1(e) to this Agreement (“Business Contracts”); (f) All benefits, rights and entitlements under any leases for any real property at the Location or otherwise exclusively or primarily related to the Business (whether Seller is lessee or lessor thereunder) (“Real Property Leases”), including, without limitation, those listed on Schedule 5 1.1(f) to this Agreement, together with any security deposits held or paid on account of any of the Real Property Leases (the real property leased by Seller or SCI as a lessee or sublessee under the Real Property Leases being referred to herein as “Leased Real Property” and, together with the Owned Real Property, the “Real Property”); (g) All benefits, rights and entitlements under all of the Contracts, engagements and commitments, written or oral, relating to the provision or sale by the Business of at-need or preneed cemetery or cremation merchandise, properties or services and all deposits, prepaid amounts, insurance policies and trust/escrow trust funds relating to such Contracts, engagements and commitments, including, without limitation, those items listed on Schedules 7 and 8 Schedule 1.1(g) to this Agreement, plus or minus any similar items entered into or obtained in the ordinary course of the operation of the Business subsequent to the date(s) of the listing(s) on Schedules 7 and 8 Schedule 1.1(g) until the Effective Time (collectively, the “Pre-/At-Need Contracts” and, together with the Business Contracts and the Real Property Leases, the “Assumed Contracts”); (h) All of the Permits of each of Seller and SCI necessary for the ownership, operation, maintenance or presently planned expansion (by Seller or SCI) of the Business, to the extent transferable; (i) Intentionally omitted; (j) All utility and other deposits previously paid to and/or held by third parties in connection with the operation of the Business as of the Effective Time; (k) All accounts and notes receivable generated in or relating to the operation of the Business (“Receivables”), including, without limitation, those listed on Schedule 9 1.1(k) to this Agreement, plus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, consistent with past practices, subsequent to the date(s) of the listing(s) on Schedule 9 1.1(k) until the Effective Time, but specifically excluding pending trust/escrow trust claims specified in Section 5.5(b)(ii) and pending insurance claims; (l) All of the Seller’s and SCI’s rights and incidents of interest in and to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly or indirectly out of any of the Acquired Assets or the Business, but specifically excluding pending trust claims specified in Section 5.5(b)(ii) and pending insurance claims; and (m) All goodwill associated with the Business, together with all lists of present or former customers of the Business, all business books, documents, records, files, databases and reports relating to the Acquired Assets and reasonably necessary for Buyer to continue the Business (collectively, “Seller Records”) (whether or not the Seller Records are physically located at any of the LocationsLocation), the wired telephone numbers and listings for the Business, and all Intellectual Property owned and/or used by the Seller and/or SCI exclusively or primarily in connection with the Business (“Business Intellectual Property”), including, without limitation, all right, title and interest in and the right to use the trademarks, service marks and trade names for each the Location as listed on Exhibit A hereto. All Seller Records not physically located at the Location shall be copied and, at the election of Buyer, either delivered in person to a representative of Buyer at the location where such Seller Records are held on the Closing Date (as defined below) or shipped to Buyer by Seller and/or SCI at Buyer’s expense by such delivery service selected by Buyer. All requests and other communications from Buyer to Seller or SCI regarding Seller Records, either before or after the Closing (as defined below)Closing, shall be directed to Xxxxxxx Xxxxxxx, Service Corporation International, 0000 Xxxxx Xxxxxxx, Houston, Texas 7701977219, fax: (000) 000-0000 and Xxxxxxx.Xxxxxxx@xxx-xx.xxx0000. Except as specifically provided in Section 1.2, it is intended that the assets, properties and rights of the Business to be sold to Buyer pursuant to this Agreement shall include all of the assets, properties and rights reflected in the Schedules relating to the subsections of Section 1.1, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights of the Business that may have been acquired in the ordinary course of business since the dates of the listings in the Schedules relating to the subsections of Section 1.1 until the Effective Time.

Transfer of Acquired Assets. Subject to the terms and conditions of this Agreement, and except as provided in Section 1.2, Seller, which as to each particular Location shall be the particular Seller of such location as designated on Exhibit A, and SCI do hereby agree to (or, if applicable, cause their Affiliates to) sell, transfer, convey, assign and deliver to Buyer, and Buyer does hereby agree to purchase and accept from Seller and SCI (or their Affiliates, if applicable), free and clear of all Liens and Liabilities (other than the Assumed Liabilities (as defined below)), all right, title and interest to the following property and rights located at, used in connection with, arising out of or relating to the Business (collectively, the “Acquired Assets”): (a) The real property used in the operation of the Business as specifically described in the commitments for title insurance received from Land Services USA, Inc. (the “Title Company”)Schedule 1.1(a) to this Agreement, together with all buildings, structures, improvements, fixtures, easements, benefits and rights and appurtenances benefiting, belonging or pertaining thereto, (the “Owned Real Property”); (b) All furniture, equipment, tools, supplies and other tangible personal property owned or used by Seller or SCI exclusively or primarily in the operation of the Business as of the date hereof or acquired between the date hereof and the Effective Time, including, without limitation, those items listed on Schedule 2 1.1(b) to this Agreement; (c) All vehicles listed on Schedule 3 1.1(c) to this Agreement; (d) All caskets, crypts, urns, vaults, monuments, grave spaces, mausoleum spaces, niches, lawn crypts, supplies and other merchandise inventory of the Business (“Inventory”), including, without limitation, the items stored for customers of at the cemeteries included in the Business, plus or minus any changes to such Inventory which result from the ordinary course of operation of the Business, consistent with past practices, subsequent to the date(s) of such listing(s) and until the Effective Time (and specifically limited to the rights permitted by or provided under applicable Laws with regard to merchandise designated as being “stored” for customers under Pre-/At-Need Contracts (as defined below)), and all Services in Progress (as hereinafter defined); (e) All benefits, rights and entitlements of or relating to the Business under and in all contracts, agreements, leases, licenses and commitments listed on Schedule 5 1.1(e) to this Agreement (“Business Contracts”); (f) All benefits, rights and entitlements under any leases for any real property at the Location or otherwise exclusively or primarily related to the Business (whether Seller is lessee or lessor thereunder) (“Real Property Leases”), including, without limitation, those listed on Schedule 5 1.1(f) to this Agreement, together with any security deposits held or paid on account of any of the Real Property Leases (the real property leased by Seller or SCI as a lessee or sublessee under the Real Property Leases being referred to herein as “Leased Real Property” and, together with the Owned Real Property, the “Real Property”); (g) All benefits, rights and entitlements under all of the Contracts, engagements and commitments, written or oral, relating to the provision or sale by the Business of at-need or preneed cemetery or cremation merchandise, properties or services and all deposits, prepaid amounts, insurance policies and trust/escrow trust funds relating to such Contracts, engagements and commitments, including, without limitation, those items listed on Schedules 7 and 8 Schedule 1.1(g) to this Agreement, plus or minus any similar items entered into or obtained in the ordinary course of the operation of the Business subsequent to the date(s) of the listing(s) on Schedules 7 and 8 Schedule 1.1(g) until the Effective Time (collectively, the “Pre-/At-Need Contracts” and, together with the Business Contracts and the Real Property Leases, the “Assumed Contracts”); (h) All of the Permits of each of Seller and SCI necessary for the ownership, operation, maintenance or presently planned expansion (by Seller or SCI) of the Business, to the extent transferable; (i) Intentionally omitted; (j) All utility and other deposits previously paid to and/or held by third parties in connection with the operation of the Business as of the Effective Time; (k) All accounts and notes receivable generated in or relating to the operation of the Business (“Receivables”), including, without limitation, those listed on Schedule 9 1.1(k) to this Agreement, plus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, consistent with past practices, subsequent to the date(s) of the listing(s) on Schedule 9 1.1(k) until the Effective Time, but specifically excluding pending trust/escrow trust claims specified in Section 5.5(b)(ii) and pending insurance claims; (l) All of the Seller’s and SCI’s rights and incidents of interest in and to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly or indirectly out of any of the Acquired Assets or the Business, but specifically excluding pending trust claims specified in Section 5.5(b)(ii) and pending insurance claims; and (m) All goodwill associated with the Business, together with all lists of present or former customers of the Business, all business books, documents, records, files, databases and reports relating to the Acquired Assets and reasonably necessary for Buyer to continue the Business (collectively, “Seller Records”) (whether or not the Seller Records are physically located at any either of the Locations), the wired telephone numbers and listings for the Business, and all Intellectual Property owned and/or used by the Seller and/or SCI exclusively or primarily in connection with the Business (“Business Intellectual Property”), including, without limitation, all right, title and interest in and the right to use the trademarks, service marks and trade names for each the Location as listed on Exhibit A hereto. All Seller Records not physically located at the Location shall be copied and, at the election of Buyer, either delivered in person to a representative of Buyer at the location where such Seller Records are held on the Closing Date (as defined below) or shipped to Buyer by Seller and/or SCI at Buyer’s expense by such delivery service selected by Buyer. All requests and other communications from Buyer to Seller or SCI regarding Seller Records, either before or after the Closing (as defined below)Closing, shall be directed to Xxxxxxx Xxxxxxx, Service Corporation International, 0000 Xxxxx Xxxxxxx, Houston, Texas 7701977219, fax: (000) 000-0000 and Xxxxxxx.Xxxxxxx@xxx-xx.xxx0000. Except as specifically provided in Section 1.2, it is intended that the assets, properties and rights of the Business to be sold to Buyer pursuant to this Agreement shall include all of the assets, properties and rights reflected in the Schedules relating to the subsections of Section 1.1, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights of the Business that may have been acquired in the ordinary course of business since the dates of the listings in the Schedules relating to the subsections of Section 1.1 until the Effective Time.

Transfer of Acquired Assets. Subject to the terms and conditions of this Agreement, and except as provided in Section 1.2, Seller, Sellers (which as to each particular Location shall be the particular Seller Subsidiary Owner of such location Location as designated on Exhibit A, and SCI B hereto) do hereby agree to (or, if applicable, cause their Affiliates to) sell, transfer, convey, assign and deliver to Buyer, and Buyer does hereby agree to purchase and accept from Seller and SCI Sellers (or their Affiliates, if applicable), free and clear of all Liens and Liabilities (other than the Assumed Liabilities (as defined below)), all right, title and interest to the following property and rights located at, used in connection with, arising out of or relating to the Business (collectively, the “Acquired Assets”): (a) The real property used in the operation of the Business as specifically described in the commitments for title insurance received from Land Services USA, Inc. Schedule 1.1 (the “Title Company”)a) to this Agreement, together with all buildings, structures, improvements, fixtures, easements, benefits and rights and appurtenances benefiting, belonging or pertaining thereto, (the “Owned Real Property”); (b) All furniture, equipment, tools, supplies and other tangible personal property owned or used by Seller or SCI Sellers exclusively or primarily in the operation of the Business as of the date hereof or acquired between the date hereof and the Effective Time, including, without limitation, those items listed on Schedule 2 1.1(b) to this Agreement; (c) All vehicles listed on Schedule 3 1.1(c) to this Agreement; (d) All caskets, crypts, urns, vaults, monuments, grave spaces, mausoleum spaces, niches, lawn crypts, supplies and other merchandise inventory of the Business (“Inventory”), including, without limitation, the Inventory of the funeral homes included in the Business and the items stored for customers of at the cemeteries included in the Business, plus or minus any changes to such Inventory which result from the ordinary course of operation of the Business, consistent with past practices, subsequent to the date(s) of such listing(s) and until the Effective Time (and specifically limited to the rights permitted by or provided under applicable Laws with regard to merchandise designated as being “stored” for customers under Pre-/At-Need Contracts (as defined below)), and all Services in Progress (as hereinafter defined); (e) All benefits, rights and entitlements of or relating to the Business under and in all contracts, agreements, leases, licenses and commitments listed on Schedule 5 1.1(e) to this Agreement (“Business Contracts”); (f) All benefits, rights and entitlements under any leases for any real property at the Location Locations or otherwise exclusively or primarily related to the Business (whether a Seller is lessee or lessor thereunder) (“Real Property Leases”), including, without limitation, those listed on Schedule 5 1.1(f) to this Agreement, together with any security deposits held or paid on account of any of the Real Property Leases (the real property leased by any Seller or SCI as a lessee or sublessee under the Real Property Leases being referred to herein as “Leased Real Property” and, together with the Owned Real Property, the “Real Property”); (g) All benefits, rights and entitlements under all of the Contracts, engagements and commitments, written or oral, relating to the provision or sale by the Business of at-need or preneed cemetery cemetery, cremation or funeral home merchandise, properties or services and all deposits, prepaid amounts, insurance policies and trust/escrow trust funds relating to such Contracts, engagements and commitments, including, without limitation, those items listed on Schedules 7 and 8 Schedule 1.1(g) to this Agreement, plus or minus any similar items entered into or obtained in the ordinary course of the operation of the Business subsequent to the date(s) of the listing(s) on Schedules 7 and 8 Schedule 1.1(g) until the Effective Time (collectively, the “Pre-/At-Need Contracts” and, together with the Business Contracts and the Real Property Leases, the “Assumed Contracts”); (h) All of the Permits of each of Seller and SCI Sellers necessary for the ownership, operation, maintenance or presently planned expansion (by Seller or SCISellers) of the Business, to the extent transferable; (i) Intentionally omittedAll of the issued and outstanding stock or other equity interests of Xxxxxxx X. Xxxx Funeral Home, Inc., a Pennsylvania corporation (which owns and operates the Location of the same name) (“Pre-35 Funeral Home”) and the stock records, minutes and records of shareholders’ and Board of Director meetings and all other corporate books and records of the Pre-35 Funeral Home; (j) All utility and other deposits previously paid to and/or held by third parties in connection with the operation of the Business as of the Effective Time; (k) All accounts and notes receivable generated in or relating to the operation of the Business (“Receivables”), including, without limitation, those listed on Schedule 9 1.1(k) to this Agreement, plus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, consistent with past practices, subsequent to the date(s) of the listing(s) on Schedule 9 1.1(k) until the Effective Time, but specifically excluding pending trust/escrow trust claims specified in Section 5.5(b)(ii) and pending insurance claims; (l) All of the Seller’s and SCI’s Sellers’ rights and incidents of interest in and to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly or indirectly out of any of the Acquired Assets or the Business, but specifically excluding pending trust claims specified in Section 5.5(b)(ii) and pending insurance claims; and (m) All goodwill associated with the Business, together with all lists of present or former customers of the Business, all business books, documents, records, files, databases and reports relating to the Acquired Assets and reasonably necessary for Buyer to continue the Business (collectively, “Seller Records”) (whether or not the Seller Records are physically located at any one of the Locations), the wired telephone numbers and listings for the Business, and all Intellectual Property owned and/or used by the Seller and/or SCI Sellers exclusively or primarily in connection with the Business (“Business Intellectual Property”), including, without limitation, all right, title and interest in and the right to use the trademarks, service marks and trade names for each Location the Locations as listed on Exhibit A B hereto. All Seller Records not physically located at one of the Location Locations shall be copied and, at the election of Buyer, either delivered in person to a representative of Buyer at the location where such Seller Records are held on the Closing Date (as defined below) or shipped to Buyer by Seller and/or SCI Sellers at Buyer’s expense by such delivery service selected by Buyer. All requests and other communications from Buyer to any Seller or SCI regarding Seller Records, either before or after the Closing (as defined below)Closing, shall be directed to Xxxxxxx XxxxxxxXxx Xxxxxx, Esquire, Service Corporation International, 0000 Xxxxx Xxxxxxx, Houston, Texas 7701977219, fax: (000) 000-0000 and Xxxxxxx.Xxxxxxx@xxx-xx.xxx. Except as specifically provided in Section 1.2, it is intended that the assets, properties and rights of the Business to be sold to Buyer pursuant to this Agreement shall include all of the assets, properties and rights reflected in the Schedules relating to the subsections of Section 1.1, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights of the Business that may have been acquired in the ordinary course of business since the dates of the listings in the Schedules relating to the subsections of Section 1.1 until the Effective Time0000.

Transfer of Acquired Assets. Subject to the terms and conditions of this Agreement, and except as provided in Section 1.2, Seller, Sellers (which as to each particular Location shall be the particular Seller Subsidiary Owner of such location Location as designated on Exhibit A, and SCI B hereto) do hereby agree to (or, if applicable, cause their Affiliates to) sell, transfer, convey, assign and deliver to Buyer, and Buyer does hereby agree to purchase and accept from Seller and SCI Sellers (or their Affiliates, if applicable), free and clear of all Liens and Liabilities (other than the Assumed Liabilities (as defined below)), all right, title and interest to the following property and rights located at, used in connection with, arising out of or relating to the Business (collectively, the “Acquired Assets”): (a) The real property used in the operation of the Business as specifically described in the commitments for title insurance received from Land Services USA, Inc. (the “Title Company”)Schedule 1.1(a) to this Agreement, together with all buildings, structures, improvements, fixtures, easements, benefits and rights and appurtenances benefiting, belonging or pertaining thereto, (the “Owned Real Property”); (b) All furniture, equipment, tools, supplies and other tangible personal property owned or used by Seller or SCI Sellers exclusively or primarily in the operation of the Business as of the date hereof or acquired between the date hereof and the Effective Time, including, without limitation, those items listed on Schedule 2 1.1(b) to this Agreement; (c) All vehicles listed on Schedule 3 1.1(c) to this Agreement; (d) All caskets, crypts, urns, vaults, monuments, grave spaces, mausoleum spaces, niches, lawn crypts, supplies and other merchandise inventory of the Business (“Inventory”), including, without limitation, the Inventory of the funeral homes included in the Business and the items stored for customers of at the cemeteries included in the Business, plus or minus any changes to such Inventory which result from the ordinary course of operation of the Business, consistent with past practices, subsequent to the date(s) of such listing(s) and until the Effective Time (and specifically limited to the rights permitted by or provided under applicable Laws with regard to merchandise designated as being “stored” for customers under Pre-/At-Need Contracts (as defined below)), and all Services in Progress (as hereinafter defined); (e) All benefits, rights and entitlements of or relating to the Business under and in all contracts, agreements, leases, licenses and commitments listed on Schedule 5 1.1(e) to this Agreement (“Business Contracts”); (f) All benefits, rights and entitlements under any leases for any real property at the Location Locations or otherwise exclusively or primarily related to the Business (whether a Seller is lessee or lessor thereunder) (“Real Property Leases”), including, without limitation, those listed on Schedule 5 1.1(f) to this Agreement, together with any security deposits held or paid on account of any of the Real Property Leases (the real property leased by any Seller or SCI as a lessee or sublessee under the Real Property Leases being referred to herein as “Leased Real Property” and, together with the Owned Real Property, the “Real Property”); (g) All benefits, rights and entitlements under all of the Contracts, engagements and commitments, written or oral, relating to the provision or sale by the Business of at-need or preneed cemetery cemetery, cremation or funeral home merchandise, properties or services and all deposits, prepaid amounts, insurance policies and trust/escrow trust funds relating to such Contracts, engagements and commitments, including, without limitation, those items listed on Schedules 7 and 8 Schedule 1.1(g) to this Agreement, plus or minus any similar items entered into or obtained in the ordinary course of the operation of the Business subsequent to the date(s) of the listing(s) on Schedules 7 and 8 Schedule 1.1(g) until the Effective Time (collectively, the “Pre-/At-Need Contracts” and, together with the Business Contracts and the Real Property Leases, the “Assumed Contracts”); (h) All of the Permits of each of Seller and SCI Sellers necessary for the ownership, operation, maintenance or presently planned expansion (by Seller or SCISellers) of the Business, to the extent transferable; (i) Intentionally omittedAll of the issued and outstanding stock or other equity interests of Xxxxxxx X. Xxxx Funeral Home, Inc., a Pennsylvania corporation (which owns and operates the Location of the same name) (“Pre-35 Funeral Home”) and the stock records, minutes and records of shareholders’ and Board of Director meetings and all other corporate books and records of the Pre-35 Funeral Home; (j) All utility and other deposits previously paid to and/or held by third parties in connection with the operation of the Business as of the Effective Time; (k) All accounts and notes receivable generated in or relating to the operation of the Business (“Receivables”), including, without limitation, those listed on Schedule 9 1.1(k) to this Agreement, plus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, consistent with past practices, subsequent to the date(s) of the listing(s) on Schedule 9 1.1(k) until the Effective Time, but specifically excluding pending trust/escrow trust claims specified in Section 5.5(b)(ii) and pending insurance claims; (l) All of the Seller’s and SCI’s Sellers’ rights and incidents of interest in and to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly or indirectly out of any of the Acquired Assets or the Business, but specifically excluding pending trust claims specified in Section 5.5(b)(ii) and pending insurance claims; and (m) All goodwill associated with the Business, together with all lists of present or former customers of the Business, all business books, documents, records, files, databases and reports relating to the Acquired Assets and reasonably necessary for Buyer to continue the Business (collectively, “Seller Records”) (whether or not the Seller Records are physically located at any one of the Locations), the wired telephone numbers and listings for the Business, and all Intellectual Property owned and/or used by the Seller and/or SCI Sellers exclusively or primarily in connection with the Business (“Business Intellectual Property”), including, without limitation, all right, title and interest in and the right to use the trademarks, service marks and trade names for each Location the Locations as listed on Exhibit A B hereto. All Seller Records not physically located at one of the Location Locations shall be copied and, at the election of Buyer, either delivered in person to a representative of Buyer at the location where such Seller Records are held on the Closing Date (as defined below) or shipped to Buyer by Seller and/or SCI Sellers at Buyer’s expense by such delivery service selected by Buyer. All requests and other communications from Buyer to any Seller or SCI regarding Seller Records, either before or after the Closing (as defined below)Closing, shall be directed to Xxxxxxx XxxxxxxXxx Xxxxxx, Esquire, Service Corporation International, 0000 Xxxxx Xxxxxxx, Houston, Texas 7701977219, fax: (000) 000-0000 and Xxxxxxx.Xxxxxxx@xxx-xx.xxx. Except as specifically provided in Section 1.2, it is intended that the assets, properties and rights of the Business to be sold to Buyer pursuant to this Agreement shall include all of the assets, properties and rights reflected in the Schedules relating to the subsections of Section 1.1, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights of the Business that may have been acquired in the ordinary course of business since the dates of the listings in the Schedules relating to the subsections of Section 1.1 until the Effective Time0000.

Transfer of Acquired Assets. Subject to the terms and conditions of this Agreement, and except as provided in Section 1.2, Seller, which as to each particular Location shall be the particular Seller of such location as designated on Exhibit A, and SCI do does hereby agree to (or, if applicable, cause their Affiliates to) sell, transfer, convey, assign and deliver to Buyer, and Buyer does hereby agree to purchase and accept from Seller and SCI (or their Affiliates, if applicable), free and clear of all Liens and Liabilities (other than the Assumed Liabilities (as defined below)), all right, title and interest to the following property and rights located at, used in connection with, arising out of or relating to the Business (collectively, the “Acquired Assets”): (a) The real property used in the operation of the Business as specifically described in the commitments commitment for title insurance received from Land Services USA, Inc. (the “Title Company”), together with all buildings, structures, improvements, fixtures, easements, benefits and rights and appurtenances benefiting, belonging or pertaining thereto, (the “Owned Real Property”); (b) All furniture, equipment, tools, supplies and other tangible personal property owned or used by Seller or SCI exclusively or primarily in the operation of the Business as of the date hereof or acquired between the date hereof and the Effective Time, including, without limitation, those items listed on Schedule 2 to this Agreement; (c) All vehicles listed on Schedule 3 to this Agreement; (d) All caskets, crypts, urns, vaults, monuments, grave spaces, mausoleum spaces, niches, lawn cryptsincluding related pillow sets and interiors, supplies and other merchandise inventory of the Business (“Inventory”), including, without limitation, the items stored for customers of the Business, plus or minus any changes to such Inventory which result from the ordinary course of operation of the Business, consistent with past practices, subsequent to the date(s) of such listing(s) and until the Effective Time (and specifically limited to the rights permitted by or provided under applicable Laws with regard to merchandise designated as being “stored” for customers under Pre-/At-Need Contracts (as defined below)Contracts), and all Services in Progress (as hereinafter defined); (e) All benefits, rights and entitlements of or relating to the Business under and in all contracts, agreements, leases, licenses and commitments listed on Schedule 5 to this Agreement (“Business Contracts”); (f) All benefits, rights and entitlements under any leases for any real property at the Location or otherwise exclusively or primarily related to the Business (whether Seller is lessee or lessor thereunder) (“Real Property Leases” and, together with the Business Contracts, the “Assumed Contracts”), including, without limitation, those listed on Schedule 5 to this Agreement, together with any security deposits held or paid on account of any of the Real Property Leases (the real property leased by Seller or SCI as a lessee or sublessee under the Real Property Leases being referred to herein as “Leased Real Property” and, together with the Owned Real Property, the “Real Property”)Leases; (g) All benefits, rights and entitlements under all of the Contracts, engagements and commitments, written or oral, relating to the provision or sale by the Business of at-need or preneed cemetery merchandise, properties or services and all deposits, prepaid amounts, and trust/escrow funds relating to such Contracts, engagements and commitments, including, without limitation, those items listed on Schedules 7 and 8 to this Agreement, plus or minus any similar items entered into or obtained in the ordinary course of the operation of the Business subsequent to the date(s) of the listing(s) on Schedules 7 and 8 until the Effective Time (collectively, the “Pre-/At-Need Contracts” and, together with the Business Contracts and the Real Property Leases, the “Assumed Contracts”); (h) All of the Permits of each of the Seller and SCI necessary for the ownership, operation, maintenance or presently planned expansion (by Seller or SCISeller) of the Business, to the extent transferable; (i) Intentionally omitted; (jh) All utility and other deposits previously paid to and/or held by third parties in connection with the operation of the Business as of the Effective Time; (k) All accounts and notes receivable generated in or relating to the operation of the Business (“Receivables”), including, without limitation, those listed on Schedule 9 to this Agreement, plus or minus any changes in such receivables which result from the ordinary course of the operation of the Business, consistent with past practices, subsequent to the date(s) of the listing(s) on Schedule 9 until the Effective Time, but specifically excluding pending trust/escrow claims specified in Section 5.5(b)(ii) and pending insurance claims; (li) All of the Seller’s and SCI’s rights and incidents of interest in and to causes of action, suits, proceedings, judgments, claims and demands of any nature, whenever maturing or asserted, relating to or arising directly or indirectly out of any of the Acquired Assets or the Business, but specifically excluding pending trust claims specified in Section 5.5(b)(ii) and pending insurance claims; and (mj) All goodwill associated with the Business, together with all lists of present or former customers of the Business, all business books, documents, records, files, databases and reports relating to the Acquired Assets and reasonably necessary for Buyer to continue the Business (collectively, “Seller Records”) (whether or not the Seller Records are physically located at any of the Locations), the wired telephone numbers and listings for the Business, and all Intellectual Property owned and/or used by the Seller and/or SCI exclusively or primarily in connection with the Business (“Business Intellectual Property”), including, without limitation, all right, title and interest in and the right to use the trademarks, service marks and trade names for each the Location as listed on Exhibit A hereto. All Seller Records not physically located at the Location shall be copied and, at the election of Buyer, either delivered in person to a representative of Buyer at the location where such Seller Records are held on the Closing Date (as defined below) or shipped to Buyer by Seller and/or SCI at Buyer’s expense by such delivery service selected by Buyer. All requests and other communications from Buyer to Seller or SCI regarding Seller Records, either before or after the Closing (as defined below), shall be directed to Xxxxxxx Xxxxxxx, Service Corporation International, 0000 Xxxxx Xxxxxxx, Houston, Texas 77019, fax: (000) 000-0000 and Xxxxxxx.Xxxxxxx@xxx-xx.xxx. Except as specifically provided in Section 1.2, it is intended that the assets, properties and rights of the Business to be sold to Buyer pursuant to this Agreement shall include all of the assets, properties and rights reflected in the Schedules relating to the subsections of Section 1.1, other than those assets, properties and rights that may have been disposed of in the ordinary course of business prior to the Effective Time, but including all similar assets, properties and rights of the Business that may have been acquired in the ordinary course of business since the dates of the listings in the Schedules relating to the subsections of Section 1.1 until the Effective Time.