Common use of Transfer of Purchased Assets Clause in Contracts

Transfer of Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing, (i) Seller shall sell, assign, convey, transfer and deliver to PECO, and PECO shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Date.

Transfer of Purchased Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, (i) Seller Sellers shall sell, assigntransfer, convey, transfer assign and deliver to PECOPurchaser, and PECO Purchaser shall purchase, assume accept and acquire from SellerSellers, all of Sellers’ right, title, and interest in, to and under all of the assets, rights, claims and contracts related to the Business (collectively, the “Purchased Assets”), free and clear of all EncumbrancesLiens (other than Permitted Liens), except for Permitted Encumbrancesincluding without limitation, the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assetsfollowing: (a) The subject to Section 5.7, all Assigned Contracts, including without limitation as set forth on Schedule 1.1(a), including all rights to assert claims and take other actions in respect of breaches or other violations of such Assigned Contracts; (b) all Equipment, including without limitation as set forth on Schedule 1.1(b); (c) all Intellectual Property Rights and Technology owned by the Sellers and related to or used in the Business, including without limitation as set forth on Schedule 1.1(c)(i), and all goodwill associated with any of the foregoing, together with the right to sxx or otherwise recover for any past, present, or future infringements, dilutions, misappropriations or other violations thereof (collectively, the “Assigned Intellectual Property”) and all rights under the Assigned Contracts relating to Intellectual Property Rights and Technology licensed to the Sellers and related to or used in the operation of the Business, including without limitation as set forth on Schedule 1.1(c)(ii) (collectively, “Licensed Intellectual Property”); (d) all goodwill associated with the Business; (e) all cash (including, cash deposits), pxxxx cash and cash equivalents; (f) all Accounts Receivable; (g) the Real Property Leases and tenant improvements related to the Leased Real Property, as set forth on Schedule 1.1(g); (h) the personal property leases set forth on Schedule 1.1(h) (the “Personal Property Leases” and together with the Real Property Leases, the “Leases”); (i) the Owned Real Property; (bj) The Inventories; all Books and Records (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwiseexcept as set forth in Section 1.2(d), equipment (including computer hardware and software and communications equipmentbelow), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpiredall prepaid expenses, transferable warranties security deposits and guarantees from third parties arising out ofadvance payments related to the Business (other than Excluded Assets), in respect of, or in connection with, including without limitation as set forth on Schedule 1.1(k) (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities“Prepaid Expenses”); (l) All claims except to the extent relating solely to the Excluded Liabilities, all of Seller Sellers’ rights, claims, causes of action, rights of indemnity, warranty rights, rights of contribution, rights of recovery and any other similar rights against employees, third parties or other Persons, in each case possessed by Sellers and related to the Business; (m) to the extent assignable, all (i) health and medical insurance plans, policies or coverage relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets Assumed Liabilities or the Assumed LiabilitiesBusiness, or any portion thereof, whether accruing prior to, including without limitation as set forth on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilitiesSchedule 1.1(m), in each case, relating to the period beginning as of the date hereof and ending on December 31, 2010 and (ii) all rights to recovery with respect to pending claims made pursuant to insurance plans and policies otherwise relating to the Purchased Assets; (n) to the extent transferable, all Permits held by any period prior toSeller that are required or necessary for the lawful ownership or operation of the Business or the Purchased Assets, including without limitation as set forth on Schedule 1.1(n); and (o) all other rights and assets not described above which are used or after held for use in the Closing DateBusiness, which are not an Excluded Asset.

Transfer of Purchased Assets. (a) Upon the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing, Seller will (ix) Seller shall sell, assign, convey, transfer transfer, assign and deliver to PECOParent, and PECO shall purchase, assume and acquire Parent will purchase from Seller, free and clear of all any Encumbrances, except for Permitted Encumbrances, all of the Purchased Assets, but only Shares (with respect to the extent of the PECO InterestInterfast Europe Shares, with Full Title Guarantee) and (iiy) Seller shall sell, assign, convey, transfer transfer, assign and deliver to PSEGBuyer, and PSEG shall purchase, assume and acquire Buyer will purchase from Seller, free and clear of any Encumbrances other than Permitted Encumbrances, all Encumbrancesof Seller’s Assets (other than the Purchased Shares), including all of Seller’s right, title and interest in all Assets constituting, or used or useful in connection with, or related to, the Business, except for Permitted Encumbrancesthe Excluded Assets (the Assets described in clauses (x) and (y), collectively, the “Purchased Assets”), including all of the following Assets of Seller: (i) accounts and notes receivable (whether current or noncurrent), including all amounts due to Seller from the Acquired Entities, and all refunds, deposits, prepayments or prepaid expenses, including any prepaid insurance premiums; (ii) Contracts relating or pertaining to the Business or the Purchased Assets; (iii) Inventory; (iv) Real Property Leases; (v) Improvements; (vi) Machinery and Equipment; (vii) original Books and Records of Seller and each Acquired Entity, other than original Tax-related records and receipts of Seller which relate to Pre-Closing Tax Periods and other than original records that Seller is required by law to retain in its possession; (viii) Purchased Intellectual Property; (ix) Permits (to the extent transferable); (x) computer hardware and other hardware (including servers, routers, desktops, laptops, peripherals and mobile computing devices); (xi) all non-disclosure, non-competition, non-solicitation and assignment of inventions agreements entered into with all Personnel of Seller; (xii) all personnel and employment records relating to Transferred Employees and Continuing Employees; (xiii) prepayments (including security deposits) of Seller relating or pertaining to the Business or the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Propertyexcluding prepaid Taxes; (bxiv) The Inventories; (c) The Nuclear Materials held rights under or pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise)all warranties, equipment (including computer hardware representations, guarantees, and software and communications equipment)indemnities made by, vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at rebate or credit obligations of, third parties in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items favour of Seller relating specifically or pertaining to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpiredBusiness, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (lxv) All claims claims, causes of action, choses in action, rights of recovery and rights of set-off of any kind in favour of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed LiabilitiesLiabilities against any Person (including any liens, security interests, pledges or any portion thereof, whether accruing prior to, other rights to payment or to enforce payment in connection with products delivered by Seller on or after prior to the Closing Date); and (xvi) all goodwill of Seller pertaining to the Business and the Purchased Assets. (b) Notwithstanding anything in this Agreement to the contrary, other than this Agreement shall not constitute an agreement to assign any such causes Purchased Asset (or transfer pursuant to a change of action as constitute Excluded Assets control or Excluded Liabilities, whether received as payment otherwise any Asset of any Acquired Entity) or credit against future liabilities, any right thereunder (in each case, relating a “Non-Assignable Right”) if an attempted assignment or transfer, without the consent of, or other action by, any third party or Governmental Authority, would constitute a breach or other contravention thereof or of any Law or Default thereunder. If any such consent to assignment or transfer, or other action, as applicable, under any period Contract to which Seller or any Acquired Entity is a party, is not obtained prior toto Closing (or is obtained subject to a condition that would reasonably be expected to adversely affect the rights of Parent, Buyer or their respective Affiliates thereunder), Seller will (i) cooperate to promptly apply for and use commercially reasonable efforts to obtain such consent or other action, on terms reasonably satisfactory to Parent, and (ii) prior to obtaining such consent or other action, cooperate with Parent and Buyer in any reasonable arrangement to provide Parent and Buyer with the benefits of, and be responsible for the obligations under, the relevant Non-Assignable Right or other Contract in accordance with this Agreement to the maximum extent permitted by applicable Law (including, if requested by Parent, holding any such Non-Assignable Right in trust for Parent and Buyer or acting as agent for Parent and Buyer), provided that in each case Parent shall be entitled to direct Seller to use commercially reasonable efforts to enforce, at the cost, and for the account, of Parent and Buyer, any and all rights of Seller against the other party thereto arising out of the breach or cancellation thereof by such other party or otherwise. (c) Seller will promptly pay over to Parent and Buyer, as applicable, all moneys collected by or paid to Seller after the Closing DateDate in respect of (i) all Contracts, accounts receivable and other items included in or arising from the Purchased Assets, and payments under letters of credit for the benefit of Seller with respect thereto, and (ii) all payments in respect of Non-Assignable Rights (subject to the terms and conditions of any arrangements among the parties pursuant to Section 2.1(b)).

Transfer of Purchased Assets. (a) Upon the terms and subject to the conditions set forth in of this Agreement, at the Closing, (i) Seller the Sellers shall sell, assigntransfer, convey, transfer assign and deliver to PECO, and PECO shall purchase, assume and acquire from Seller, the Buyer the Purchased Assets free and clear of all Encumbrances, except for any Encumbrance (other than a Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO Interest, Encumbrance) and (ii) Seller the Buyer shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, accept the Purchased Assets, but only to Assets and assume the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property;Assumed Obligations. (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise)For purposes of this Agreement, equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and “Purchased Assets” means all of Seller's rightseach Sellers’ right, title and interests interest in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance following assets used or operation of held for use by the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of Sellers in connection with the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; Business: (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Assumed Leased Real Property or personal propertyand the Assumed Real Property Leases, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; Personal Property, (liii) All claims the Material Contracts, (iv) the Intellectual Property Assets, (v) all Accounts Receivable, including the Scheduled Accounts Receivable, (vi) all property, plant and equipment of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract Business, (including vii) all claims inventory held for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or internal use in connection with the Purchased AssetsBusiness, other than (viii) the claims described in Section 2.2(j); and Books and Records, (mix) The rights goodwill, and (x) all of Seller inthe Sellers’ contractual rights, to and under all claims, counterclaims, cross claims, credits, causes of action or rights of set-off against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and relating to the Purchased Assets or the Assumed LiabilitiesObligations, or any portion thereofincluding, whether accruing prior tounliquidated rights under manufacturers’ and vendors’ warranties, on or after but excluding the Closing DateExcluded Assets and those rights, other than any such claims, counterclaims, cross claims, credits, causes of action as constitute or rights of set-off against third parties directly relating to the Excluded Liabilities. Notwithstanding the forgoing, the Parties agree that Buyer and IES retain all their equitable and legal rights against third parties in the event that claims are made against Buyer or IES in connection with the Purchased Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing DateAssumed Obligations.

Transfer of Purchased Assets. Upon In consideration of the terms and subject to payment of the conditions ---------------------------- purchase price set forth in this AgreementSection 1.5 below, at the Closing, (i) Seller Companies shall sell, assign, convey, transfer assign and deliver to PECO, and PECO shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each caseBuyer, on the Closing Date (collectivelyas defined in Section 2.1 below), free and clear of any and all liens, charges, claims, encumbrances, pledges, security interests, community property rights, equities, liabilities, debts, obligations, restrictions on transfer or other defects in title of any kind or nature, whether known or unknown, fixed or contingent, except for the Assumed Liabilities (as defined in Section 1.3 below), and Buyer shall purchase and accept, all assets, properties, rights, titles and interests of every kind and nature owned or leased by the Companies and used in connection with the Business as of the Closing Date, whether tangible or intangible, real or personal, and wherever located and by whomever possessed (the "Purchased Assets"), including, without limitation, the "Tangible Personal Property")following, but excluding the Excluded Assets (as defined in Section 1.2 below): (a) all deposits, cash and cash equivalents, securities and investments; (b) all accounts and notes receivable, whether or not evidenced by a note; (c) all prepayments, prepaid taxes and expenses, credits and deferred charges; (d) all interests in real property (including, without limitation, land, buildings, fixtures and improvements thereon, and easements, licenses, rights of way, permits and other appurtenants thereto) whether owned in fee, leased, subleased or otherwise; (e) all raw materials, packaging, spare parts, work-in-process, finished goods, inventories and supplies; (f) Subject to the receipt of necessary consents all machinery, equipment, computers, telephone systems, furniture, automobiles, trucks, tractors, trailers, vehicles and approvals, the Seller's Agreements; other tangible personal property; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to all patents, copyrights, trademarks, trade names, service marks, service names, logos, and identifying marks and styles, including, without limitation, the names "Orlando Foodservice" and "Capricorn Foods of Central Florida" and any other permitsvariant thereof; (h) all rights under the contracts, registrationsagreements, franchisesorders, certificatesleases, licenses and other authorizationsarrangements listed on Schedule 1.1(h) hereto, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; extent --------------- assignable; (i) Seller's Qualified Decommissioning Funds as of the Closing Dateall rights under all permits, including all incomelicenses, interest variances, approvals and other earnings accrued thereonauthorizations obtained from foreign, together with all required accounting and federal, state or local governments or governmental agencies or other records; similar rights, to the extent assignable; (j) All booksall claims, operating recordsinsurance, operatingwarranties, safety guarantees, refunds, causes of action, rights of recovery, rights of set-off and maintenance manualsrights of recoupment of every kind and nature, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller other than those relating specifically exclusively to the Peach Bottom Station (subject to Excluded Assets or the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; Excluded Liabilities; (k) All unexpiredall insurance, transferable warranties warranty and guarantees from third parties arising out ofcondemnation proceeds received after the date hereof with respect to damage, in respect of, non-conformance or in connection with, (i) any item of Real Property or personal property, or interest therein, included in loss to the Purchased Assets or (ii) the Assumed Liabilities; Assets; (l) All claims of Seller relating to all books, ledgers, files, documents, correspondence, brochures, lists, studies, reports, data, business records and other printed or written materials (including, without limitation, records pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior topast and current customer accounts, on or after the Closing Datesuppliers, whether relating to periods prior todistributors, on or after the Closing Date, personnel and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(jagents); and; (m) The all rights of Seller into receive mail and other communications addressed to the Companies (including, to and under without limitation, the payments for accounts or notes receivable); (n) all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to all confidential business and technical information, trade secrets and proprietary rights of the Purchased Assets or Business; and (o) the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing DateBusiness and all goodwill associated therewith.

Transfer of Purchased Assets. Upon (a) On the terms and subject to the conditions set forth contained in this Agreement, at the Closing, Sellers shall (iand shall cause their Affiliates to) Seller shall sell, assigntransfer, convey, transfer assign and deliver to PECO, and PECO shall purchase, assume and acquire from SellerPurchaser, free and clear of all Encumbrances (with the exception of Permitted Encumbrances), and Purchaser shall purchase and acquire from Sellers (or their Affiliates, as applicable), all of the right, title and interest of Sellers (or the applicable Affiliate) in, to and under the Assets of every kind, nature and description, whether real, personal or mixed, tangible or intangible, exclusively used in, held for use in or otherwise relating exclusively to the U.S. Business (but excluding all the Excluded Assets), including the following: (i) all Inventory; (ii) all Other Inventory; (iii) without regard to the use of the term "exclusively" used in the initial paragraph of Section 1.1(a), all machinery, equipment, fixtures, office furniture, tools and other tangible Assets, including all manufacturing, production, maintenance, packaging, testing and other machinery, tooling and equipment, molds, presses, motor vehicles and other vehicles, spare or replacement parts, metal parts, silk screens, furniture, office equipment, supplies and other items of tangible personal property used in the U.S. Business and located at the Facilities (other than office furniture used by employees to be retained by Sellers or their Affiliates in Fishers, Indiana) or listed in Section 1.1(a)(iii) of the Seller Disclosure Schedule; (iv) all rights under all Contracts specifically and exclusively relating to the U.S. Business (other than the Excluded Contracts) (collectively, the "Assigned Contracts"); (v) the Owned Real Property of Sellers and their Affiliates, together with all appurtenances to such Real Property and all structures, fixtures, equipment, machinery and improvements, in each case as required to operate the Real Property located thereon; (vi) the leases for Real Property listed in Section 5.9(b) of the Seller Disclosure Schedule (the "Leases"); (vii) all Permits in favor of Sellers as of the Closing that relate to or are necessary for or used in connection with the operation of the Purchased Assets as heretofore operated by Sellers as set forth in Section 5.13(b) of the Seller Disclosure Schedule except for Permitted Encumbrancesand to the extent such permits relate to the Excluded Assets, provided, however, such Permits shall be included within the Purchased Assets, but Assets only to the extent they are lawfully transferable to Purchaser; (viii) all other sales and promotional literature and all books, records, files and data (including customer and supplier lists), production records, engineering records, purchasing and sales records, personnel and payroll records, accounting records, mailing lists, customer and vendor lists and records, either in computer or original or photostatic form, whether or not in computer or machine readable format, in each case that are located at the Facilities, except (a) to the extent such materials are subject to confidentiality or non-disclosure agreements in favor of third parties (with any such materials listed in Section 1.1(a)(viii) of the PECO InterestSeller Disclosure Schedule) whose consent to transfer is not obtained; (b) for personnel and payroll records and files where information is not otherwise available at the Facilities, (i) copies of which will be provided to Purchaser to the extent permitted by Law, and (ii) Seller shall sell, assign, convey, transfer will be deemed included in this Section 1.1(a)(viii) whether or not located at the Facilities; and deliver to PSEG, and PSEG shall purchase, assume and acquire from (c) for any such materials that use or include either Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property's tradenames or trademarks; (bix) The Inventories; all rights, recoveries, rights to claims, refunds, counterclaims, rights to offset, other rights, causes of action, choses in actions, Proceedings (cknown or unknown, matured or unmatured, accrued or contingent) The Nuclear Materials held pursuant to the NRC Licenses; against third parties (d) The Fuel Supplies; including all warranty and other contractual claims (e) All machinery (mobile express, implied or otherwise), equipment (including computer hardware and software and communications equipment), vehiclesrights of recovery, tools, spare parts, fixtures, furniture, furnishings rights of set-off and other personal property located at similar rights of Sellers which relate to or in transit to the Peach Bottom Station or used and necessary for the operation arise out of the Peach Bottom Station, in each case, on the Post-Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents Period and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and relate to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than U.S. Business (unless any such causes of action as constitute rights can be allocated to the Excluded Assets or the Excluded Liabilities, whether and then less such amount); (x) all Requisite Rights; (xi) all unexpired warranties and guarantees that are transferable to Purchaser that Sellers have received from vendors, suppliers or manufacturers with respect specifically to the Purchased Assets or the U.S. Business for matters that arise in the Post-Closing Period; provided, however, nothing set forth in this paragraph shall be construed as payment a representation by Sellers that any unexpired warranty or credit against future liabilitiesguarantee remains enforceable; (xii) all stationery, sales and purchase orders, forms, labels, shipping material, catalogs, brochures, art work (other than production components), photographs and advertising material located at the Facilities and used in the U.S. Business, except for any materials that use or include either Seller's tradenames (other than labels or shipping materials used in the manufacturing or distribution of any product by Purchaser for or to either Seller (or their Affiliates) which shall be Purchased Assets and may only be used in the provision of services to Sellers and their Affiliates at no charge to Sellers and their Affiliates); (xiii) the goodwill of the U.S. Business as a going concern, and subject to the provisions of Section 7.6(b) hereof, the right to represent to third parties that Purchaser acquired the U.S. Business from Sellers; (xiv) the Employee Plans sponsored and maintained by Sellers, or one of their Affiliates, and related Assets, each caseas set forth in Section 1.1(a)(xiv) of the Seller Disclosure Schedule (the "Assumed Employee Plans"); (xv) the prepayments, relating prepaid expenses, advances, credits from suppliers and deposits with or paid to any period prior tothird parties and paid for by Purchaser pursuant to Section 3.4 hereof; (xvi) the Assets related exclusively to the separate distribution function located at Gloversville, on or after New York; and (xvii) all other Assets listed in Section 1.1(a)(xvii) of the Seller Disclosure Schedule. (b) For convenience of reference, the Assets that are to be sold, transferred, conveyed and assigned to Purchaser by Sellers at the Closing Datepursuant to Section 1.1(a) are collectively called the "Purchased Assets" in this Agreement.

Transfer of Purchased Assets. Upon On the terms and subject to the conditions set forth contained in this Agreement, at the Closing, (i) Closing the Seller shall sell, assigntransfer, convey, transfer convey and deliver assign to PECO, and PECO shall purchase, assume and acquire from Sellerthe Acquiror, free and clear of all Encumbrances, except for Permitted Encumbrances, and the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller Acquiror shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume purchase and acquire from Seller, free all of Seller’s right, title and clear interest in, to and under substantially all of Seller’s assets, properties, interests in properties and rights, whether tangible or intangible and whether real, personal or mixed, as the same shall exist immediately prior to the Closing, but excluding the Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets shall include, but are not limited to: all Encumbrancesclient contracts for existing PDL clients; certain physical assets of the Seller that include all dental lab equipment, except for Permitted Encumbrancesfurniture, computers and other office equipment; the assumption of certain contracts, equipment leases, and office leases; certain employees and management of the Seller as determined to be retained by the Acquiror; and specifically the right to continue to use the name “Prime Dental Lab LLC” along with certain other rights, trademarks, intellectual property and intangible assets of the Seller. More specifically and subject to Section 1.2, the Purchased AssetsAssets include, but only are not limited to the extent following assets, properties and rights of the PSEG Interest, in each case, Seller as in existence on of the Closing Date, including the following Purchased Assets: (a) The Real Propertyall Accounts Receivable of the Seller, as listed on Schedule 1.1(a); (b) The Inventoriesall Inventory of the Seller, as listed on Schedule 1.1(b), other than Excluded Assets of the Seller as listed on Schedule 1.2; (c) The Nuclear Materials held pursuant all deposits, advances, pre-paid expenses and credits relating to the NRC Licensesprepaid packages; (d) The Fuel Suppliesall furniture, fixtures, machinery, equipment, computer hardware and software, and all other tangible assets and personal property of the Seller as listed on Schedule 1.1(d); (e) All machinery (mobile or otherwise), equipment (including computer hardware all rights and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation benefits of the Peach Bottom Station, in each case, Seller under the Contracts as listed on Schedule 1.1(e) (the Closing Date (collectively, the "Tangible Personal Property"“Assigned Contracts”); (f) Subject all goodwill, going concern value, patents, patent applications, patent rights, copyrights, copyright applications, Websites, URL’s, domain names, methods, know-how, software, technical documentation, computer programs, engineering drawings, product concepts, and ideas under development, processes, process charts, procedures, inventions, trade secrets, trademarks, trade names, trade dress, logos, business names (and specifically the right to continue to use the receipt of necessary consents name “Prime Dental Lab LLC”), telephone numbers, confidential information, franchises, customer lists, customer files, , marketing materials, advertising records, advertising rights with respect to all media, service marks, service names, registered user names, technology, research records, data, designs, plans, drawings, manufacturing know-how and approvalsformulas, whether patentable or unpatentable, and other intellectual or proprietary rights (and all rights thereto and applications therefor), including the Seller's AgreementsIntellectual Property; (g) Subject all rights to causes of action, lawsuits, judgments, claims, and demands of any nature available to or being pursued by the receipt Seller, including all rights and claims against manufacturers and vendors of necessary consents and approvalsthe Seller, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownershipsubject matter of this Agreement, lease, maintenance whether arising by way of counterclaim or operation of the Peach Bottom Station or any portion thereofotherwise; (h) Seller's Nonqualified Decommissioning Funds as all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities, and similar rights in favor of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other recordsSeller related to the subject matter of this Agreement; (i) Seller's Qualified Decommissioning Funds as of all Permits, licenses or similar rights to the Closing Dateextent that they are assignable, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; those listed on Schedule 1.1(i) (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j“Transferred Permits”); and (mj) The rights all information, files, databases, correspondence, records, data, plans, reports, and Contracts, including any and all information and records relating to investment, insurance and other current and past customers, client files, customer, supplier, price and mailing lists, business contacts, and investment, underwriting, and claims files together with all usual and customary records in connection therewith, and all accounting or other books and records of Seller inin whatever media retained or stored, to including computer programs and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Datedisks.

Transfer of Purchased Assets. Upon Subject to all of the terms and subject to the conditions set forth in of this Agreement, at the Closing, (i) Closing Seller shall sell, assigntransfer, convey, transfer assign and deliver to PECO, and PECO shall purchase, assume and acquire from SellerBuyer, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller Buyer shall sell, assign, convey, transfer purchase and deliver to PSEG, and PSEG shall purchase, assume and acquire accept from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interestassets, in each caseof every nature and description whatsoever and wherever situated, as in existence on the Closing Datetangible or intangible, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, owned by Seller on the Closing Date (collectively, the "Tangible Personal “Purchased Assets”), including the following (but excluding the Excluded Assets): (a) Seller’s leasehold interest in the Leased Real Property"; (b) all of Seller’s tangible personal property, including equipment, machinery, furniture, fixtures, leasehold improvements, vehicles and supplies, including, without limitation, those described in Schedule 2.1(b), together with related product warranties; (c) all of Seller’s inventory, repair parts and supplies, work in progress and finished goods (collectively, the “Inventory”); (d) all of Seller’s accounts receivable and notes receivable and interest receivable thereon (collectively, the “Accounts Receivable”); (e) all of Seller’s deposits (excluding security deposits and refunds) and prepaid expenses, all as more particularly described in Schedule 2.1(e); (f) Subject all of Seller’s interest in and to all of the receipt of necessary consents and approvalsContracts identified in Schedule 2.1(f) (collectively, the Seller's Agreements“Assigned Contracts”); (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests ’s interest in and to any other permits(1) all patents, applications for patents, copyrights, license agreements (including software license agreements), assumed names, trade names, trademark and/or service xxxx registrations, franchisesapplications for trademark and/or service xxxx registrations, certificatestrademarks and service marks of Seller, licenses as more particularly described in Schedule 2.1(g), and all variants thereof, including all of Seller’s rights to use the names “TTE Laboratories” and “xxx.xxxxxxxx.xxx”, to the exclusion of Seller; (2) all of Seller’s rights in and to customer information, customer lists, and candidate/prospect lists; (3) all telephone numbers, fax numbers, telephone directory advertising, web sites, domain names, domain leases, social media accounts, and e-mail addresses used or held for use in the Business, all as identified on Schedule 2.1(g); (4) all of Seller’s other proprietary information, including trade secrets, know-how, product designs and specifications, operating data and other authorizations, consents and approvals of Governmental Authorities relating information pertaining to the ownership, lease, maintenance or operation of Business; and (5) the Peach Bottom Station or any portion thereofgoodwill associated with the Business; (h) Seller's Nonqualified Decommissioning Funds as all Permits necessary for or incident to the operation of the Closing DateBusiness, including all income, interest and other earnings accrued thereon, together with all required accounting and other recordsto the extent assignable; (i) all of Seller's Qualified Decommissioning Funds as of ’s business and operational records relating to the Closing DateBusiness, including all incomeemployee records (to the extent permitted under applicable Law), interest office and other earnings accrued thereonsales records, together with all required accounting blueprints, marketing strategies, business plans, studies and other inventory lists and records (but expressly excluding Seller’s capital stock records; (j) All , corporate minute books, operating records, operating, safety bank account records and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(jTax Returns); and (mj) The rights all other assets of Seller, not described above, which are either (1) reflected on the Financial Statements and not disposed of by Seller in, to in the Ordinary Course of Business between the Balance Sheet Date and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes or (2) acquired by Seller in the Ordinary Course of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after Business between the Balance Sheet Date and the Closing Date.

Transfer of Purchased Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing, (i) Seller shall sell, assign, conveygrant, transfer transfer, and deliver (or cause to PECObe sold, assigned, granted, transferred and delivered) to Buyer, or to any Affiliate of Buyer designated by Buyer, and PECO Buyer shall purchase, assume purchase and acquire accept from SellerSeller as of the Closing Date, free and clear of all EncumbrancesLiens, except for Permitted Encumbrances, the Purchased Assets, but only to the extent all of the PECO InterestSeller’s rights, title and (ii) Seller shall sell, assign, convey, transfer interest in and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interestfollowing assets, in each case, properties and business of Seller as in existence the same shall exist on the Closing Date, including Date (the following “Purchased Assets:”): (a) The Real Propertyall tangible personal property and leases of and other interests in tangible personal property exclusively related to the Business, including, without limitation, the items listed on Schedule 2.1(a); (b) The Inventoriesall rights under contracts, agreements, leases and other interests in real and personal property, licenses, commitments, sales and purchase orders and other instruments, set forth on Schedule 2.1(b) (collectively the “Contracts”); (c) The Nuclear Materials held pursuant all of Seller’s rights, claims, credits, causes of action or rights of set-off against third parties relating to the NRC LicensesPurchased Assets, including, without limitation, unliquidated rights under warranties; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of any Governmental Authorities relating Entity exclusively related to the ownershipBusiness, leaseincluding without limitation, maintenance or operation of the Peach Bottom Station or any portion thereofitems listed on Schedule 2.1(d) (the “Permits”); (he) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest personnel and other earnings accrued thereon, together with all required accounting and other records;employment records relating to Transferred Employees; and (if) Seller's Qualified Decommissioning Funds as of all goodwill associated with the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, Business or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than together with the claims described in Section 2.2(j); and (m) The rights of Seller in, right to and under all causes of action against represent to third parties that Buyer, together with respect toits Affiliates, arising out of or in connection with Seller's rights, title and interests in and is the successor to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing DateBusiness.

Transfer of Purchased Assets. Upon (a) On the terms and subject to the conditions set forth contained in this Agreement, at the Closing, (i) Seller Closing each Company shall sell, assigntransfer, convey, transfer convey and deliver assign to PECO, and PECO shall purchase, assume and acquire from Sellerthe Purchaser, free and clear of all Encumbrances, except for Encumbrances (other than Permitted Encumbrances), and the Purchased Purchaser shall purchase and acquire from each Company, all of such Company's right, title and interest in, to and under all of the assets, properties, interests in properties and rights of such Company of every kind and description (other than the Excluded Assets), but only whether real, personal or mixed, tangible or intangible, and wherever located, as the same shall exist immediately prior to the extent of Closing, including the PECO Interest, following: (i) all accounts and notes receivable; (ii) Seller shall sellall inventories of supplies, assignspare and replacement parts, conveyshipping containers and materials and other materials that relate to, transfer or are used or held for use in connection with, the Business, including all stationery, purchase, sale and deliver to PSEGservice order and other forms, all labels, catalogs, brochures, art work, and PSEG shall purchase, assume photographs and acquire from Seller, free all marketing and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Propertyadvertising materials; (biii) The Inventories; all vehicles (c) The Nuclear Materials held pursuant to other than the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwiseExcluded Vehicle), equipment (including computer hardware and software and communications tractors, trailers, machinery, equipment), vehiclestooling, tools, spare partsfurniture, fixtures, furnitureleasehold improvements, furnishings office equipment, supplies, spare and replacement parts and other items of tangible personal property located at or in transit to (other than the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date Excluded Aircraft) (collectively, the "Tangible Personal Property"); -------------------------- (iv) all prepaid expenses, advances and deposits (including utility deposits) (other than the deposits referred to in clauses (vii) and (xi) of Section 1.2(a) below); -------------- (v) all deposit, checking and other bank accounts (but subject to Section 1.2(a)(i) below); ----------------- (vi) all books, records, files, lists and other information (whether in hard copy or machine readable form and whether in original or photostatic form (except in the case of computer software, which must be in original form)), including property records, production records, engineering records, purchasing and sales records, personnel and payroll records, accounting records, mailing lists, customer and vendor lists and records and computer programs, records, files and related software and documentation; (fvii) Subject to the receipt of necessary consents and approvalsall right, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Datetitle, and all other claims interest of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller each Company in, to and under all causes of Assigned Contracts; (viii) all rights, choses in action and claims, known or unknown, matured or unmatured, accrued or contingent, against third parties (including all warranty and other contractual claims, whether express, implied or otherwise), to the extent relating to any other Purchased Asset or any Assumed Liability (except that any such right, chose in action or claim relating to an Excluded Asset or an Excluded Liability shall remain with each Company, but only to the extent relating to such Excluded Asset or Excluded Liability); (ix) all rights (including experience ratings) with respect toto unemployment, arising out of or in connection with Seller's rightsworkers' compensation and other similar insurance reserves; (x) all federal, state, local and foreign governmental licenses, permits, authorizations and approvals; (xi) all Requisite Rights (including the entire right, title and interests interest of each Company in and to the Purchased Assets or names "Conex", "MSL" and "Jupiter" and the Assumed Liabilitiescorporate names "Conex Global Logistics Services, or any portion thereofInc.", whether accruing prior to"MSL Transportation Group, on or after Inc." and "Jupiter Freight, Inc.," and all variations of the Closing Dateforegoing), other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Date.and all goodwill associated therewith;

Transfer of Purchased Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at on the ClosingClosing Date, (i) Seller shall sell, transfer, assign, convey, transfer convey and deliver to PECOBuyer, and PECO Buyer shall purchase, assume and acquire purchase from Seller, free and clear of all EncumbrancesLiens, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rightsright, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes the following assets, as the same shall exist on the Closing Date (herein collectively called the "Purchased Assets"): (a) All of action against third parties with respect to, arising out of or in connection with Seller's rightsright, title and interests interest in and right to service the Accepted Accounts under the corresponding Account Agreements (the "Accepted Account Agreements"). (b) All of Seller's right, title, and interest in and to all of the Representative Agreements between the Seller and the Accepted Representatives (the "Accepted Representative Agreements"), including all registrations, licenses, permits, and applications therefor. Buyer and Seller have prepared and attached here as Schedule 2.1(b) a list of Accepted Representatives. However, Buyer shall have up until the Closing Date to reject any Registered Representative. Buyer shall be responsible for the costs associated with the transfer of the licenses of the Accepted Representatives from Seller to Buyer. (c) All mailing lists, customer lists, subscriber lists, e-mail addresses relating to the Accepted Accounts and the Accepted Representatives; (d) All books and records ledgers, files, documents, correspondence, lists, advertising and promotional materials, studies, reports and other materials, all agreements between Seller and any Person relating to the Accepted Accounts and the Accepted Representatives, the Accepted Representative Agreements, and other electronic or printed materials relating solely to the Purchased Assets (including all data and other information stored on discs, tapes or other media) of Seller (the Assumed Liabilities"Transferred Records).All training manuals and materials, or any portion thereofmarketing programs and materials, whether accruing prior tooperational systems and procedural manuals, on or after compliance systems and procedural manuals, and other procedural manuals; (e) All Purchased Contracts (as defined in Section 2.3 below); (f) Except for certain desks, chairs and computers that are used by a small group of Seller personnel identified in Section 2.20) below (the Closing Date"Excluded Furniture"), other than any such causes of action as constitute Excluded Assets or Excluded Liabilitiesall furniture and fixtures, whether received as payment or credit against future liabilitiesequipment, equipment leases and prepaid assets; and (g) The real estate leases for Seller's facilities in each casePortland, relating to any period prior toOregon, on or after Salem, Oregon and New York City, New York (the Closing Date"Real Property Leases").

Transfer of Purchased Assets. Upon Subject to all of the terms and subject to the conditions set forth in of this Agreement, at the Closing, (i) Closing Seller shall sell, assigntransfer, convey, transfer assign and deliver to PECO, and PECO shall purchase, assume and acquire from SellerBuyer, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller Buyer shall sell, assign, convey, transfer purchase and deliver to PSEG, and PSEG shall purchase, assume and acquire accept from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interestassets, in each caseof every nature and description whatsoever and wherever situated, as in existence on the Closing Datetangible or intangible, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, owned by Seller on the Closing Date (collectively, the "Tangible Personal “Purchased Assets”), including the following (but excluding the Excluded Assets): (a) Seller’s leasehold interest in the Leased Real Property (subject, in the case of the Paxinos Property", to modification pursuant to the Paxinos Lease); (b) all of Seller’s tangible personal property, including equipment, machinery, furniture, fixtures, leasehold improvements, vehicles and supplies, including without limitation those described in Schedule 2.1(b), together with related product warranties; (c) all of Seller’s inventory, raw materials, work in progress and finished goods (collectively, the “Inventory”), including those described in Schedule 2.1(c); (d) all of Seller’s accounts receivable and notes receivable and interest receivable thereon, all as more particularly described in Schedule 2.1(d) (collectively, the “Accounts Receivable”); (e) all of Seller’s deposits (including security deposits) and prepaid expenses, all as more particularly described in Schedule 2.1(e); (f) Subject all of Seller’s interest in and to the receipt of necessary consents Customer Contracts, Customer Purchase Orders and approvalsQuotes, Assumed Leases and certain other Contracts, all as more particularly described in Schedule 2.1(f) (collectively, the Seller's Agreements“Assigned Contracts”); (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests ’s interest in and to any other permits(1) all patents, applications for patents, copyrights, license agreements (including software license agreements), assumed names, trade names, trademark and/or service xxxx registrations, franchisesapplications for trademark and/or service xxxx registrations, certificatestrademarks and service marks of Seller, licenses as more particularly described in Schedule 2.1(g), and all variants thereof, including all of Seller’s rights to use the name “Spectrum Technologies” to the exclusion of Seller; (2) all of Seller’s rights in and to client information, client lists, and candidate/prospect lists; (3) all telephone numbers, fax numbers, telephone directory advertising, web sites, domain names, domain leases, and e-mail addresses used or held for use in the Business, all as identified on Schedule 2.1(g); (4) all of Seller’s other proprietary information, including trade secrets, know-how, product designs and specifications, operating data and other authorizations, consents and approvals of Governmental Authorities relating information pertaining to the ownership, lease, maintenance or operation of Business; and (5) the Peach Bottom Station or any portion thereofgoodwill associated with the Business; (h) Seller's Nonqualified Decommissioning Funds as all Permits necessary for or incident to the operation of the Closing DateBusiness, including all income, interest and other earnings accrued thereon, together with all required accounting and other recordsto the extent assignable; (i) all of Seller's Qualified Decommissioning Funds as of ’s business and operational records relating to the Closing DateBusiness, including all incomeemployee records (to the extent permitted under applicable Law), interest office and other earnings accrued thereonsales records, together with all required accounting blueprints, marketing strategies, business plans, studies and other inventory lists and records (but expressly excluding Seller’s capital stock records; (j) All , corporate minute books, operating records, operating, safety bank account records and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(jTax Returns); and (mj) The rights all other assets of Seller, not described above, which are either (1) reflected on the Financial Statements and not disposed of by Seller in, to in the ordinary course of business between the Interim Balance Sheet Date and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes or (2) acquired by Seller in the ordinary course of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after business between the Interim Balance Sheet Date and the Closing Date.

Transfer of Purchased Assets. Upon the terms and subject a. With regard to the conditions Purchased Assets generally (provided that with regard to certain of the Purchased Intellectual Property Assets and Joint Intellectual Property, the sale, assignment, transfer and conveyance of the applicable Purchased Assets shall be addressed as set forth in this Agreementthe applicable subsections below), at the ClosingCompany has sold, (i) Seller shall transferred, assigned, conveyed, granted and delivered and does hereby sell, transfer, assign, convey, transfer grant and deliver to PECOPurchaser all of the right, title to and PECO shall purchase, assume interest of the Company and acquire from Sellerthe Non-Biofuels Subsidiaries (as such term is defined in the Purchase Agreement) in all of the Purchased Assets, free and clear of all Encumbrances, except for any Encumbrance other than Permitted Encumbrances, ; provided that the equal undivided joint ownership interest in and to the Joint Intellectual Property included in the Purchased AssetsAssets is subject to and expressly excluding the Retained Rights, but only to in accordance with the extent terms set forth in Section 1.13 of the PECO InterestPurchase Agreement and the terms set forth in the Joint Intellectual Property Agreement. b. The Company has sold, transferred, assigned, conveyed, granted and (ii) Seller shall delivered and does hereby sell, transfer, assign, convey, transfer grant and deliver to PSEGPurchaser all of the rights, titles and interests of the Company and the Non-Biofuels Subsidiaries in, to and benefits under all of the inventions, developments, discoveries, concepts and ideas (whether or not patentable and whether or not reduced to practice), and PSEG shall purchaseall patents, assume patent applications, patent disclosures and acquire from Sellerall related re-issuances, continuations, continuations-in-part, renewals, substitutions, refiles, divisions, revisions, extensions, reexaminations and counterparts thereof, all industrial designs, industrial models and utility models, certificates of invention, industrial designs, and plant patents and design patents, as well as the rights to file for, and to claim priority to, any such patent rights (collectively, the “Patents”), and all letters patent which may be granted on the Patents, together with all past, present, or future claims arising out of any infringement thereof, and all rights to claim priority on the basis of the Patents which may hereafter be filed for these Patents in any foreign country and all letters patent which may be granted on these Patents in any foreign country, and all divisionals, continuations-in-part (if any), continuations thereof (if any), extensions, refiles, renewals, substitutions, reexaminations and reissues thereof, in each case, only with respect to such rights, titles and interests that are Purchased Assets, all such rights, titles and interests to be held and enjoyed by Purchaser, for its own use and benefit and for the use and benefit of its successors, assigns or other legal representatives as fully and entirely as the same would have been held and enjoyed by the Company if this Xxxx of Sale had not been made, free and clear of all Encumbrances, except for any Encumbrance other than Permitted Encumbrances. The Company does hereby authorize and request the Commissioner of Patents and Trademarks to issue all United States Letters Patent on the applicable Patents included herein to Purchaser as assignee of the entire interest. c. The Company has sold, transferred, assigned, conveyed, granted and delivered and does hereby sell, transfer, assign, convey, grant and deliver to Purchaser all of the rights, titles and interests of the Company and the Non-Biofuels Subsidiaries in, to and benefits under all of the registered and unregistered copyrights in both published and unpublished works and all moral rights, and all applications, registrations, renewals and extensions in connection therewith, together with all translations, adaptations, modifications, derivations, combinations and derivative works thereof, including, without limitation, any and all applications, registrations and renewals thereof, all common law rights therein, work made for hire rights thereto, together with all rights and privileges granted and secured thereby, including, without limitation, the Purchased Assetsexclusive right to do and to authorize others to do any and all acts allowed by law, but only and the right to the extent of the PSEG Interestxxx and recover for any past, present and/or future infringements, in each case, as in existence on the Closing Dateonly with respect to such rights, including the following titles and interests that are Purchased Assets:, free and clear of any Encumbrance other than Permitted Encumbrances. The foregoing rights, titles and interests to be held and enjoyed by Purchaser for its own use and benefit and for the use and benefit of its successors, assigns or other legal representatives as fully and entirely as the same would have been held and enjoyed by the Company if this Xxxx of Sale had not been made. d. The Company has sold, transferred, assigned, conveyed, granted and delivered and does hereby sell, transfer, assign, convey, grant and deliver to Purchaser all of the rights, titles and interests of the Company and the Non-Biofuels Subsidiaries in, to and benefits under all of the registered and unregistered trademarks, service marks, trade dress and product configurations, logos, trade names, together with all translations, adaptations, modifications, derivations and combinations thereof (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to collectively, the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise“Marks”), equipment (and including computer hardware all goodwill associated therewith and software all applications, registrations, renewals and communications equipment)extensions in connection therewith, vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to together with the Peach Bottom Station or used and necessary for the operation goodwill of the Peach Bottom Stationbusiness symbolized by the Marks, together with all rights and privileges granted and secured by the Marks, including, without limitation, the right to xxx and recover for any past, present and/or future infringement, in each case, on only with respect to such rights, titles and interests that are Purchased Assets, such rights, titles and interests to be held and enjoyed by Purchaser, for its own use and benefit and for the Closing Date use and benefit of its successors, assigns or other legal representatives as fully and entirely as the same would have been held and enjoyed by said the Company if this Xxxx of Sale had not been made, free and clear of any Encumbrance other than Permitted Encumbrances. e. The Company has sold, transferred, assigned, conveyed, granted and delivered and does hereby sell, transfer, assign, convey, grant and deliver to Purchaser all of the rights, titles and interests of the Company and the Non-Biofuels Subsidiaries in, to and benefits under all internet domain names and registration rights, uniform resource locators, internet or worldwide web sites or protocol addresses (collectively, the "Tangible Personal Property"“Domain Names”); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting rights, claims and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or privileges pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including Domain Names and all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Dategoodwill associated therewith, and all other claims including, without limitation, the right to maintain such registrations for the Domain Names and the right to xxx and recover damages for past, present and future infringement of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilitiesDomain Names, in each case, relating only with respect to such rights, titles and interests that are Purchased Assets, free and clear of any period prior toEncumbrance other than Permitted Encumbrances. In connection with the transfer of the Domain Names, on the Company shall carry out the formal transfer of the Domain Names to Purchaser in accordance with the applicable domain name transfer procedure of the registering entity and provide authorization to Network Solutions, Inc. or after other applicable registering entity to transfer ownership of and title to the Closing DateDomain Names to Purchaser. The Company shall reasonably cooperate with and comply with Purchaser’s requests regarding such transfer and authorization procedures, including, without limitation, with respect to Purchaser’s ownership and administrative information. All costs associated with or related to such transfer shall be paid by Purchaser.

Transfer of Purchased Assets. Upon the terms and subject Subject to the conditions set forth in provisions of this Agreement, at as of the Closing, (i) Seller shall sell, assign, convey, transfer and deliver to PECO, and PECO shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted EncumbrancesEffective Time, the Vendor hereby sells, assigns and transfers to the Purchaser and the Purchaser hereby purchases from the Vendor all right, title and interest of the Vendor in and to all the property and assets, whether real or personal, tangible or intangible, of every kind and description and wheresoever situate (but for greater certainty specifically excluding the Tax Losses), in which the Vendor has any right, title or interest immediately prior to the Effective Time (collectively, the "Purchased Assets"), but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assetsincluding: (a) The Real Propertyreal property, together with the buildings, structures, improvements and appurtenances situated thereon; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise)machinery, equipment (including equipment, leasehold improvements, office equipment, computer hardware and software and communications equipment), vehicles, tools, spare parts, fixturessoftware, furniture, furnishings and other tangible personal property located at or in transit to the Peach Bottom Station or used property; (c) trucks, cars and necessary for the operation other vehicles; (d) inventories of the Peach Bottom StationVendor, in each caseincluding raw materials and work-in-process; (e) stationery, on the Closing Date (collectively, the "Tangible Personal Property")forms and office supplies; (f) Subject accounts receivable, trade accounts, notes receivable, book debts and other debts due or accruing due to the receipt Vendor and the benefit of necessary consents security for such accounts, notes and approvals, the Seller's Agreementsdebts; (g) Subject to the receipt benefit of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereofprepaid expenses; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, cash on hand or in bank accounts (including all income, interest and other earnings accrued thereon, together with all required accounting and other recordscheques held for deposit); (i) Seller's Qualified Decommissioning Funds as the benefit of the Closing Datecontracts, agreements, leases, commitments and covenants (including all income, interest non-competition and other earnings accrued thereonrestrictive covenants), together with all required accounting whether written or oral, and other recordslicences, permits and authorizations to which the Vendor is entitled; (j) All books, operating records, operating, safety all industrial and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, intellectual property and all rights therein in any and all jurisdictions, including: (a) trademarks, service marks, trade names, brand names, domain names and other claims of Seller against the Department of Energy with respect to, arising out of identifying names or in connection with the Purchased Assets, other than the claims described in Section 2.2(j)marks; and (mb) The rights of Seller in, to patents and under all causes of action against third parties with respect to, arising out of or in connection with Seller's patent rights, title ; (c) registered and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Date.unregistered industrial designs; (

Transfer of Purchased Assets. Upon On the terms and subject to the conditions set forth contained in this Agreement, at the Closing, (i) Seller Hxxxxx FRC shall sell, assigntransfer, convey, transfer convey and deliver assign to PECO, and PECO shall purchase, assume and acquire from SellerPurchaser, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller Purchaser shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume purchase and acquire from SellerHxxxxx FRC, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rightsHxxxxx FRC’s right, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect tothe following Contracts, arising out of or assets, properties, interests in connection with Seller's properties and rights, title whether tangible or intangible and interests whether real, personal or mixed, as the same exist immediately before the Closing, but excluding the Excluded Assets (collectively, the “Purchased Assets”): (a) the Second Amended and Restated License Agreement, dated December 17, 2010 (as amended, the “RCT License Agreement”), between Hxxxxx FRC and Research Corporation Technologies, Inc. (“RCT”); (b) the Development Agreement, dated December 20, 1999 (as amended, the “Development Agreement”), between Hxxxxx FRC, UCB Pharma GmbH (“UCB”) and UCB, S.A. (“UCBSA”); (c) the License Agreement, dated December 20, 1999 (as amended, the “UCB License Agreement”), between Hxxxxx FRC, UCB and UCBSA, including the right to receive royalty payments from UCB under the UCB License Agreement in respect of sales of the Product for the period beginning on April 1, 2020; [*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (d) the Trademark License Agreement, dated December 20, 1999 (as amended, the “Trademark Agreement”), between Hxxxxx FRC, UCB and UCBSA, including the right to receive royalty payments from UCB under the Trademark License Agreement in respect of sales of the Product for the period beginning on April 1, 2020; (e) the Amendment Agreement to the Trademark License Agreement, dated July 15, 2019 (as amended, the “Amendment Agreement”), between Hxxxxx FRC, UCBSA and UCB Biopharma SPRL, including the right to receive royalty payments from UCB under the Amendment Agreement in respect of sales of the Product for the period beginning on April 1, 2020; (f) all Contracts set out on Schedule 1.1(f) (the “Litigation Agreements” and, together with the RCT License Agreement, the Development Agreement, the UCB License Agreement, the Trademark License Agreement and the Amendment Agreement, the “Assigned Contracts”); (g) all rights in and to the Purchased Assets Trademarks described in Schedule 1.1(g) (the “Assigned Trademarks”) and all Know-How related to the Product or the Assumed LiabilitiesBusiness (collectively, the “Transferred Intellectual Property”); (h) all books, records and files related primarily to the Product or the Assigned Contracts, or any portion thereof, whether accruing prior toin the control of Hxxxxx FRC, on including (i) all data in all databases for all clinical and pre-clinical studies for all drug trials undertaken in connection with the Product, (ii) all Transferred Intellectual Property files, file histories and other technical documents and correspondence, and (iii) all business information, tangible or after intangible, to the Closing Dateextent relating to the Product or the Business; (i) all goodwill of Hxxxxx FRC related to the Assigned Trademarks or other Purchased Assets; and (j) all of Hxxxxx FRC’s rights, other than any such claims, counterclaims, credits, causes of action as constitute Excluded or rights of set-off against third Persons that relate primarily to the Purchased Assets (“Purchased Claims”), liquidated or Excluded Liabilitiesunliquidated, whether received as payment including (i) claims for past infringement or credit misappropriation of the Transferred Intellectual Property and (ii) claims against future liabilitiesUCB related to the calculation of royalty payments for any period, in each caseincluding past royalty payments, relating to any period prior to, on or after under the Closing DateUCB License Agreement (“Back Royalties”).

Transfer of Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement, at Seller shall, as of the ClosingClosing Date, (i) Seller shall sell, assign, convey, transfer and deliver assign to PECOBuyer, and PECO Buyer shall purchase, assume purchase and acquire from Seller, free and clear of all EncumbrancesLiens, except for Permitted Encumbrancesall of Seller’s right, the Purchased Assets, but only title and interest in and to the extent assets, properties and rights of the PECO Interestevery kind, nature, character and (ii) Seller shall selldescription, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the date of this Agreement and any additions thereto on or before the Closing Date, including whether personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, exclusively used in connection with the Series 5 Product, whether or not carried on the books and records of Seller and wherever located, including, without limitation, the following assets, properties and rights (collectively, the “Purchased Assets:”): (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds ’s Series 5 Product inventory on hand as of the Closing Date, including finished goods, raw materials, test equipment supplies and spare parts listed (by item, quantity and cost) on Schedule 1.1(a), which schedule shall be updated immediately after Closing but shall include finished good inventory having an estimated book value of _____________ and raw materials inventory having an estimated book value of _____________ (the “Purchased Inventory”); (b) all incomefixed assets other than land, interest buildings and leasehold improvements, including, but not limited to, all machinery, equipment, tools and other earnings accrued thereonitems of tangible personal property of every kind owned or leased by Seller in connection with the Series 5 Product listed on Schedule 1.1(b), which schedule shall be updated immediately prior to Closing, (collectively, the “Fixed Purchased Assets”), together with any express or implied warranty by the manufacturers, sellers or lessors of any item or component part thereof, and all required accounting maintenance records and other recordsdocuments relating thereto; (ic) Seller's Qualified Decommissioning Funds as of all computer software, licenses and maintenance agreements relating to the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other recordsSeries 5 Product (to the extent assignable); (jd) All books, operating records, operating, safety all intangible rights and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims property of Seller relating to or pertaining the Series 5 Product, including copyrights, catalogs, intellectual property, patents and patent rights associated with power line carrier technology, confidentiality, non-compete and similar agreements with current and former employees and owners of acquired businesses, going concern value, goodwill (all trade names and trade marks of the Series 5 Product), as set forth on Schedule 1.1(d), which schedule shall be updated immediately prior to Closing; (e) all Permits related to the Department of Energy's defaults Series 5 Product issued, granted, given or otherwise made available to Seller by or under the Department authority of Energy Standard Contract any Governmental Entity, in each case to the extent transferable to Buyer; (including f) all claims for failure by the Department designs, drawings, xxxx of Energy to take Spent Nuclear Fuel) accrued prior tomaterials, on or after the Closing Datemanufacturing instructions, whether source code, application notes and support documentation relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j)Series 5 Products; and (mg) The rights customer lists and sales history for all sales of Seller inSeries 5 Products after December 31, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Date2008.

Transfer of Purchased Assets. Upon the terms and subject to the conditions set forth in this Agreementcontained herein, at the Closing, (i) Seller shall sell, assign, convey, transfer transfer, assign and deliver to PECOPurchaser, all of Seller’s right, title and PECO interest in the following assets that are related to the Business, wherever such assets are located (collectively, the “Purchased Assets”) and Purchaser shall purchase, assume purchase and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, accept the Purchased Assets: 2.1.1 all fixed assets and tangible personal property owned, leased or licensed by Seller and used exclusively in the Business, comprised of: (i) the furniture, equipment, furnishings , and other similar tangible assets owned by Seller which are located at the Leased Premises, the Retained Leased Premises or elsewhere and set forth on Exhibit 2.1.1; (ii) the manufacturing and assembly equipment, test equipment, safety and material handling equipment, bar code equipment, certain computers and computer peripherals that are freely transferable by Seller, and all other machines and equipment used exclusively in the Business and set forth in Exhibit 2.1.1; (iii) assembly benches, molds and tooling and the material handling and warehouse racking and all other tangible assets related to or used in connection with the manufacturing processes of the Products or otherwise used in the Business and set forth on Exhibit 2.1.1; (iv) all Products located at the Leased Premises, Retained Leased Premises, customer locations, dealer locations, Seller’s warehouses, in transit to or from such premises, locations or warehouses, or elsewhere; (v) all Inventory, wherever located; and (vi) all boxes, packaging materials and supplies; 2.1.2 all of Seller’s rights in and under the Contracts and the Lease, including Seller’s rights in and to the Leased Premises and any improvements therein made by Seller, but excluding items that are tangible personal property which would otherwise constitute a portion of 2.1.3 all contracts to provide goods or services to or from Seller entered into in the Ordinary Course of Business and related exclusively to the operation of the Business but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver that such rights relate to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties matters arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Date.;

Transfer of Purchased Assets. Upon On the terms and subject to the conditions set forth contained in this Agreement, at the Closing, (i) Closing the Seller shall sell, assigntransfer, convey, transfer convey and deliver assign to PECO, and PECO shall purchase, assume and acquire from Sellerthe Acquiror, free and clear of all Encumbrances, except for Permitted Encumbrances, and the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller Acquiror shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume purchase and acquire from Seller, free all of Seller’s right, title and clear interest in, to and under substantially all of Seller’s assets, properties, interests in properties and rights, whether tangible or intangible and whether real, personal or mixed, as the same shall exist immediately prior to the Closing, but excluding the Excluded Assets (collectively, the “Purchased Assets”). The Purchased Assets shall include, but are not limited to: all Encumbrancesclient contracts for existing PDL clients; certain physical assets of the Seller including all dental lab equipment, except for Permitted Encumbrancesfurniture, computers and other office equipment; the assumption of certain contracts, equipment leases and office leases; certain employees and management of the Seller as determined to be retained by the Acquiror; and specifically the right to continue to use the name “Prime Dental Lab LLC” along with certain other rights, trademarks, intellectual property and intangible assets of the Seller. More specifically and subject to Section 1.2, the Purchased AssetsAssets include, but only are not limited to the extent following assets, properties and rights of the PSEG Interest, in each case, Seller as in existence on of the Closing Date, including the following Purchased Assets: (a) The Real Propertyall Accounts Receivable of the Seller, as listed on Schedule 1.1(a); (b) The Inventoriesall Inventory of the Seller, as listed on Schedule 1.1(b), other than Excluded Assets of the Seller as listed on Schedule 1.2; (c) The Nuclear Materials held pursuant all deposits, advances, pre-paid expenses and credits relating to the NRC Licensesprepaid packages; (d) The Fuel Suppliesall furniture, fixtures, machinery, equipment, computer hardware and software, and all other tangible assets and personal property of the Seller as listed on Schedule 1.1(d); (e) All machinery (mobile or otherwise), equipment (including computer hardware all rights and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation benefits of the Peach Bottom Station, in each case, Seller under the Contracts as listed on Schedule 1.1(e) (the Closing Date (collectively, the "Tangible Personal Property"“Assigned Contracts”); (f) Subject all goodwill, going concern value, patents, patent applications, patent rights, copyrights, copyright applications, Websites, URL’s, domain names, methods, know-how, software, technical documentation, computer programs, engineering drawings, product concepts, and ideas under development, processes, process charts, procedures, inventions, trade secrets, trademarks, trade names, trade dress, logos, business names (and specifically the right to continue to use the receipt of necessary consents name “Prime Dental Lab LLC”), telephone numbers, confidential information, franchises, customer lists, customer files, , marketing materials, advertising records, advertising rights with respect to all media, service marks, service names, registered user names, technology, research records, data, designs, plans, drawings, manufacturing know-how and approvalsformulas, whether patentable or unpatentable, and other intellectual or proprietary rights (and all rights thereto and applications therefor), including the Seller's AgreementsIntellectual Property; (g) Subject all rights to causes of action, lawsuits, judgments, claims, and demands of any nature available to or being pursued by the receipt Seller, including all rights and claims against manufacturers and vendors of necessary consents and approvalsthe Seller, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownershipsubject matter of this Agreement, lease, maintenance whether arising by way of counterclaim or operation of the Peach Bottom Station or any portion thereofotherwise; (h) Seller's Nonqualified Decommissioning Funds as all rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities, and similar rights in favor of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other recordsSeller related to the subject matter of this Agreement; (i) Seller's Qualified Decommissioning Funds as of all Permits, licenses or similar rights to the Closing Dateextent that they are assignable, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; those listed on Schedule 1.1(i) (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j“Transferred Permits”); and (mj) The rights all information, files, databases, correspondence, records, data, plans, reports, and Contracts, including any and all information and records relating to investment, insurance and other current and past customers, client files, customer, supplier, price and mailing lists, business contacts, and investment, underwriting, and claims files together with all usual and customary records in connection therewith, and all accounting or other books and records of Seller inin whatever media retained or stored, to including computer programs and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Datedisks.

Transfer of Purchased Assets. Upon the terms and subject a. With regard to the conditions Purchased Assets generally (provided that with regard to certain of the Purchased Intellectual Property Assets and Licensed Intellectual Property Assets, the sale, assignment, transfer and conveyance of the applicable Purchased Assets shall be addressed as set forth in this Agreementthe applicable subsections below), at the ClosingCompany and the Seller Subsidiaries hereby sells, (i) transfers, assigns, conveys, grants and delivers to Purchaser all of the right, title to and interest of the Company and the Seller shall sell, assign, convey, transfer and deliver to PECO, and PECO shall purchase, assume and acquire from SellerSubsidiaries in all of the Purchased Assets, free and clear of all Encumbrances, except for any Encumbrance other than Permitted Encumbrances, . b. The Company and the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller shall Subsidiaries do hereby sell, assign, convey, transfer and deliver convey to PSEGPurchaser all of their respective rights, titles and interests of the Company and the Seller Subsidiaries in, to and benefits under all of the inventions, developments, discoveries, concepts and ideas (whether or not patentable and whether or not reduced to practice), and PSEG shall purchaseall patents, assume patent applications, patent disclosures and acquire from Sellerall related re-issuances, continuations, continuations-in-part, renewals, substitutions, refiles, divisions, revisions, extensions, reexaminations and counterparts thereof, all industrial designs, industrial models and utility models, certificates of invention, industrial designs, and plant patents and design patents, as well as the rights to file for, and to claim priority to, any such patent rights (collectively, the “Patents”), and all letters patent which may be granted on the Patents, together with all past, present, or future claims arising out of any infringement thereof, and all rights to claim priority on the basis of the Patents which may hereafter be filed for these Patents in any foreign country and all letters patent which may be granted on these Patents in any foreign country, and all divisionals, continuations-in-part (if any), continuations thereof (if any), extensions, refiles, renewals, substitutions, reexaminations and reissues thereof, in each case, only with respect to such rights, titles and interests that are Purchased Assets, all such rights, titles and interests to be held and enjoyed by Purchaser, for its own use and benefit and for the use and benefit of its successors, assigns or other legal representatives as fully and entirely as the same would have been held and enjoyed by the Company or the Seller Subsidiaries if this Xxxx of Sale had not been made, free and clear of all Encumbrances, except for any Encumbrance other than Permitted Encumbrances. c. The Company and the Seller Subsidiaries do hereby sell, transfer, convey and assign to Purchaser all of their respective rights, titles and interests of the Company and the Seller Subsidiaries in, to and benefits under all of the registered and unregistered copyrights in both published and unpublished works and all moral rights, and all applications, registrations, renewals and extensions in connection therewith, together with all translations, adaptations, modifications, derivations, combinations and derivative works thereof, including, without limitation, any and all applications, registrations and renewals thereof, all common law rights therein, work made for hire rights thereto, together with all rights and privileges granted and secured thereby, including, without limitation, the Purchased Assetsexclusive right to do and to authorize others to do any and all acts allowed by law, but only and the right to the extent of the PSEG Interestxxx and recover for any past, present and/or future infringements, in each case, as in existence on the Closing Dateonly with respect to such rights, including the following titles and interests that are Purchased Assets:, free and clear of any Encumbrance other than Permitted Encumbrances. The foregoing rights, titles and interests to be held and enjoyed by Purchaser for its own use and benefit and for the use and benefit of its successors, assigns or other legal representatives as fully and entirely as the same would have been held and enjoyed by the Company or the Seller Subsidiaries if this Xxxx of Sale had not been made. d. The Company and the Seller Subsidiaries do hereby sell, assign, transfer and convey to Purchaser all of their respective rights, titles and interests of the Company and the Seller Subsidiaries in, to and benefits under all of the registered and unregistered trademarks, service marks, trade dress and product configurations, logos, trade names, together with all translations, adaptations, modifications, derivations and combinations thereof (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to collectively, the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise“Marks”), equipment (and including computer hardware all goodwill associated therewith and software all applications, registrations, renewals and communications equipment)extensions in connection therewith, vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to together with the Peach Bottom Station or used and necessary for the operation goodwill of the Peach Bottom Stationbusiness symbolized by the Marks, together with all rights and privileges granted and secured by the Marks, including, without limitation, the right to xxx and recover for any past, present and/or future infringement, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject only with respect to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's such rights, title titles and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which that are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, such rights, titles and interests to be held and enjoyed by Purchaser, for its own use and benefit and for the use and benefit of its successors, assigns or other legal representatives as fully and entirely as the same would have been held and enjoyed by the Company or the Seller Subsidiaries if this Xxxx of Sale had not been made, free and clear of any Encumbrance other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing DatePermitted Encumbrances.

Transfer of Purchased Assets. Upon the terms Seller hereby sells, transfers, conveys, assigns and subject delivers to the conditions set forth in this Agreement, at the Closing, (i) Seller shall sell, assign, convey, transfer and deliver to PECOPurchaser, and PECO shall purchase, assume and acquire Purchaser hereby acquires from Seller, free for the consideration hereinafter described, all of Seller’s right, title and clear of all Encumbrances, except for Permitted Encumbrances, interest in and to the following (the “Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets:”): (a) The Real Propertyall Software owned by Seller; (b) The Inventoriesall Patents owned by Seller, as listed on Section 1.1(b) of the Disclosure Schedules; (c) The Nuclear Materials held pursuant to all Trademarks owned by Seller, as listed on Section 1.1(c) of the NRC LicensesDisclosure Schedules; (d) The Fuel Suppliesall Copyrights owned by Seller, as listed on Section 1.1(d) of the Disclosure Schedules; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property")all Trade Secrets; (f) Subject to all other Intellectual Property owned by Seller (the receipt of necessary consents and approvals, assets listed in subsections (a) through (f) collectively the Seller's Agreements“Owned Intellectual Property”); (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation tangible assets listed on Section 1.1(g) of the Peach Bottom Station or any portion thereofDisclosure Schedules; (h) Seller's Nonqualified Decommissioning Funds as all rights, including intellectual property rights licensed to or from third parties, under the contracts listed on Section 1.1(h) of the Closing DateDisclosure Schedules (collectively, including all income, interest and other earnings accrued thereon, together with all required accounting and other recordsthe “Assumed Contracts”); (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest royalties, damages and other earnings accrued thereon, together payments due or received on the date hereof or thereafter under any Assumed Contract or otherwise with respect to the Purchased Assets in all required accounting and other recordscountries; (j) All booksall causes of action, operating recordsdemands, operatingjudgments, safety and maintenance manualsclaims (including insurance claims), engineering design plansindemnity rights, blueprints and asrights to set-built plans, specifications, procedures and off against third parties or other similar items rights of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting recordsPurchased Assets; (k) All unexpiredall books, transferable warranties records, files, data, invoices, literature and guarantees from third parties arising out ofartwork of Seller, in respect ofincluding production data, or in connection withequipment maintenance data, employee and consultant files (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior toextent legally permissible), on or after the Closing Dateinventory records, whether relating to periods prior to, on or after the Closing Date, patent prosecution files and all other claims of Seller against the Department of Energy with respect to, arising out of or reference catalogs used in connection with the Purchased Assets; (l) all rights under express or implied warranties from suppliers with respect to the Purchased Assets; (m) all rights of Seller under each intellectual property assignment agreement, other than the claims described in Section 2.2(j)and each confidentiality agreement entered into by any officer, director, employee or consultant of Seller; and (mn) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection goodwill associated with Seller's rights, title and interests in and ’s business. Notwithstanding anything herein to the contrary, “Purchased Assets or the Assumed Liabilities, or Assets” shall not be deemed to include any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Dateaccounts receivable.

Transfer of Purchased Assets. Upon (a) On the terms and subject to the conditions set forth contained in this Agreement, at effective as of December 1, 2015 (“Effective Date”) assuming the Closingconditions in Section 7.1 are satisfied on or before January 31, (i) Seller 2016, the Company shall sell, assigntransfer, convey, transfer assign and deliver to PECO, and PECO shall purchase, assume and acquire from SellerBuyer, free and clear of all EncumbrancesLiens (except Permitted Liens), except for Permitted Encumbrancesand Buyer shall purchase and acquire from the Company, all of the Company’s Assets (other than the Excluded Assets), including the following: (i) all inventory, raw materials, work in process, supplies used in operations and finished goods, excluding the Company’s 1 MegaWatt battery energy storage system at 700 Xxxxxxx Xxxxxx, Xxxxxxxxx, Xxx Xxxxxx (“Sommerdale BXXX”); (ii) all prepaid expenses, advances and deposits with or paid to third parties with respect to any Purchased Asset (other than prepaid expenses, advances and deposits specified in Section 1.2(b)); (iii) all computer hardware of any type or nature, machinery, equipment, vehicles, fixtures, office furniture, tools and other tangible Assets and properties, located in the Company’s office located at 300 Xxxxxx Xxxx xx Xxxx, Xxx Xxxx, 00000; (iv) all rights under all Contracts and other agreements listed on Schedule 1.1(a)(iv) (collectively, the Purchased Assets“Assigned Contracts”); (v) all Permits, but only to the extent of their transfer is permitted by Law; (vi) all Company Intellectual Property Rights, including those items listed on Schedule 5.9(a), including the PECO Interestright to sxx and recover for past, present and future infringements or misappropriations thereof; provided, however, (i) the Purchased Assets do not include the corporate legal name “Demansys” and related domain name uses thereof and (ii) Seller shall sellthe Buyer’s rights to the Intellectual Property related to the Company’s GRID Daemon software, assignincluding source code and object code, conveyare subject to the rights granted to Hitachi Capital, transfer Hitachi America, LTD and deliver HD One under the Hitachi Agreements as described on Schedule 1.1 (a) (vi) annexed hereto; (vii) all warranties and guarantees received from vendors, suppliers or manufacturers with respect to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets; (viii) rights, but only recoveries, refunds, counterclaims, rights to offset, other rights, choses in action and Proceedings (known or unknown, matured or unmatured, accrued or contingent) against third parties (including all warranty and other contractual claims (express, implied or otherwise) against third parties), to the extent that any of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and foregoing relate to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after ; and (ix) the Closing Date, other than any such causes goodwill of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, the Company relating to any period prior toor arising out of the Purchased Assets. (b) For convenience of reference, on or after the Closing DateAssets, properties, interests in properties and rights sold, transferred, conveyed and assigned to Buyer by the Company pursuant to Section 1.1(a) are collectively called the “Purchased Assets” in this Agreement.

Transfer of Purchased Assets. Upon On the terms and subject to the conditions set forth in this Agreement, at on the ClosingClosing Date, (i) Seller shall sell, assign, convey, assign and transfer and deliver to PECOBuyer or its Affiliate, and PECO shall purchaseeffective as of the Effective Time, assume and acquire from Sellerfor the Purchase Price, free and clear of all EncumbrancesLiens, except for Permitted Encumbrancesthose Liens expressly being assumed by Buyer in accordance with this Agreement, the following specified tangible and intangible assets (collectively, the "Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets:"): (a) The Real PropertyAll rights, title and interest of Seller in and to all the Fee Properties listed by address on Schedule 2.1(a); (b) The InventoriesAll rights, title and interest of Seller in and to all the Leases pertaining to the Restaurants listed by address on Schedule 2.1(b) (the "Assigned Properties"); (c) The Nuclear Materials held pursuant All Seller's right, title and interest in and to all improvements to the NRC LicensesAssigned Properties including without limitation all buildings (the "Leasehold Improvements"); (d) The Fuel SuppliesAll rights, title and interest of Seller in and to all machinery, furnishings, furniture, fixtures, equipment, signs, improvements, trade fixtures, spare parts, maintenance items, replacement items, tools, point of sale systems, communication systems, uniforms, supplies, smallwares and other tangible personal property located on the premises of the Restaurants (except computer systems including all associated hardware and software) or, if located elsewhere, intended for use or consumption in the Restaurants, including all personal property at the Restaurants acquired by Seller prior to the Closing Date (the "Equipment"); (e) All machinery (mobile or otherwise)of Seller's inventory of food, equipment (including computer hardware paper goods premiums, kid's meal premiums and software promotional items and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or materials which is usable in transit to the Peach Bottom Station or used and necessary for the operation ordinary course of the Peach Bottom Station, Restaurant Business and is located in each case, on the Closing Date Restaurants as of the Effective Time (collectively, the "Tangible Personal PropertyInventory"); (f) Subject All rights, title and interest of Seller in and to the receipt of necessary consents and approvals, the Seller's AgreementsPersonal Property Leases listed on Schedule 2.1(f); (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's All rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, Service Contracts listed on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Date.Schedule 2.1(g);

Transfer of Purchased Assets. Upon (a) On the terms and subject to the conditions set forth contained in this Agreement, at the Closing, (i) Closing each Seller shall sell, lease, convey, assign, conveylicense, transfer and deliver to PECO, and PECO shall purchase, assume and acquire from SellerPurchaser, free and clear of all Encumbrances, except for Encumbrances other than the Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO InterestEncumbrances identified on Schedule 5.10(b) hereto, and (ii) Seller Purchaser shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume purchase and acquire from each Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, on the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rightsright, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes the Assets included on Schedule 1.1, wherever located (collectively, the “Purchased Assets”). (b) In the event the sale, lease, conveyance, assignment, license or transfer of action against third parties any of the Permits listed on Schedule 1.1 (collectively referred to herein as the “Assigned Permits”) is unlawful or is not permissible under any agreement or under any Law, such terms for the purposes of this Agreement with respect toto any such Assigned Permits shall be deemed to mean and require (i) the applicable Seller’s relinquishment of all of its right, arising out of or in connection with Seller's rightstitle, title benefit and interests interest in and to and authority under, such Assigned Permits as of the Closing and (ii) the issuance or grant to Purchaser by the appropriate Governmental Entity or other third Person of a Permit conferring upon Purchaser, as of the Closing, all right, title, benefit, interest and authority at least equal to that relinquished by such Seller, as the case may be, including the right, authority and approval for Purchaser to own and operate the Facilities and the other Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or from and after the Closing Datein the same manner as the Sellers prior to the Closing. For clarification purposes, other than the parties acknowledge and agree that, to the extent permitted by Law, Purchaser shall have the option to acquire or assume any such causes Seller’s Medicare or Medicaid provider numbers used in the operation of action as constitute Excluded Assets the Facilities or Excluded Liabilities, whether received as payment the conduct of the Business or credit against future liabilities, in each case, relating submit an application for new Medicare and Medicaid provider numbers with respect to any period prior to, on the operation of the Facilities or the conduct of the Business after the Closing DateClosing.

Transfer of Purchased Assets. Upon Subject to all of the terms and subject to the conditions set forth in of this Agreement, at the Closing, (i) Closing Seller shall sell, assigntransfer, convey, transfer assign and deliver to PECO, and PECO shall purchase, assume and acquire from SellerBuyer, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller Buyer shall sell, assign, convey, transfer purchase and deliver to PSEG, and PSEG shall purchase, assume and acquire accept from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interestassets, in each caseof every nature and description whatsoever and wherever situated, as in existence on the Closing Datetangible or intangible, including the following Purchased Assets: (a) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation of the Peach Bottom Station, in each case, owned by Seller on the Closing Date (collectively, the "Tangible Personal “Purchased Assets”), including the following (but excluding the Excluded Assets): (a) Seller’s leasehold interest in the Leased Real Property (subject, in the case of the Irvine Property", to modification pursuant to the Irvine Lease); (b) all of Seller’s tangible personal property, including equipment, machinery, furniture, fixtures, leasehold improvements, vehicles and supplies, including without limitation those described in Schedule 2.1(b), together with related product warranties; (c) all of Seller’s inventory, raw materials, work in progress and finished goods (collectively, the “Inventory”); (d) all of Seller’s accounts receivable and notes receivable and interest receivable thereon (collectively, the “Accounts Receivable”); (e) all of Seller’s deposits (including security deposits) and prepaid expenses, all as more particularly described in Schedule 2.1(e); (f) Subject all of Seller’s interest in and to all of the receipt of necessary consents and approvalsContracts identified in Schedule 2.1(f) (collectively, the Seller's Agreements“Assigned Contracts”); (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests ’s interest in and to any other permits(1) all patents, applications for patents, copyrights, license agreements (including software license agreements), assumed names, trade names, trademark and/or service xxxx registrations, franchisesapplications for trademark and/or service xxxx registrations, certificatestrademarks and service marks of Seller, licenses as more particularly described in Schedule 2.1(g), and all variants thereof, including all of Seller’s rights to use the name “Excalibur Engineering” to the exclusion of Seller; (2) all of Seller’s rights in and to client information, client lists, and candidate/prospect lists; (3) all telephone numbers, fax numbers, telephone directory advertising, web sites, domain names, domain leases, and e-mail addresses used or held for use in the Business, all as identified on Schedule 2.1(g); (4) all of Seller’s other proprietary information, including trade secrets, know-how, product designs and specifications, operating data and other authorizations, consents and approvals of Governmental Authorities relating information pertaining to the ownership, lease, maintenance or operation of Business; and (5) the Peach Bottom Station or any portion thereofgoodwill associated with the Business; (h) Seller's Nonqualified Decommissioning Funds as all Permits necessary for or incident to the operation of the Closing DateBusiness, including all income, interest and other earnings accrued thereon, together with all required accounting and other recordsto the extent assignable; (i) all of Seller's Qualified Decommissioning Funds as of ’s business and operational records relating to the Closing DateBusiness, including all incomeemployee records (to the extent permitted under applicable Law), interest office and other earnings accrued thereonsales records, together with all required accounting blueprints, marketing strategies, business plans, studies and other inventory lists and records (but expressly excluding Seller’s capital stock records; (j) All , corporate minute books, operating records, operating, safety bank account records and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically to the Peach Bottom Station (subject to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpired, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(jTax Returns); and (mj) The rights all other assets of Seller, not described above, which are either (1) reflected on the Financial Statements and not disposed of by Seller in, to in the ordinary course of business between the Balance Sheet Date and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes or (2) acquired by Seller in the ordinary course of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after business between the Balance Sheet Date and the Closing Date.

Transfer of Purchased Assets. Upon (a) Subject to the terms and subject to upon the conditions herein set forth in this Agreementforth, at the Closing, (i) Closing Seller shall sell, assign, convey, transfer transfer, assign and deliver to PECOPurchaser, and PECO Purchaser shall purchase, assume purchase and acquire accept from Seller, all right, title and interest of Seller in and to the assets, properties and rights Related to the Business other than the Excluded Assets (the “Purchased Assets”), free and clear of all Encumbrances, except for Permitted Encumbrances, the Liens. The Purchased Assets, but only to the extent of the PECO Interest, and (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrances, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including Assets include the following Purchased Assetsassets, properties and rights: (ai) The Real Property; (b) The Inventories; (c) The Nuclear Materials held pursuant to all of the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise)computer equipment, equipment (including computer hardware and software and communications drones, drone parts, equipment), vehiclesmachinery, tools, spare molds, parts, fixtures, furniture, furnishings vehicles and other items of tangible personal property located at or in transit Related to the Peach Bottom Station Business, including those that are set forth on Schedule 2.1(a)(i)(A) (“Owned Equipment”) or used Schedule 2.1(a)(i)(B) (“Leased Equipment” and necessary for together with the operation Owned Equipment, “Equipment”); (ii) all Contracts Related to the Business that are set forth on Schedule 2.1(a)(ii) (the “Assumed Contracts”); (iii) all Intellectual Property Assets, including any Seller Source Code, and IP Rights Assignments; (iv) all of the Peach Bottom Stationfinished goods, raw materials, and work in each case, on the Closing Date progress of Seller (collectively, the "Tangible Personal Property"“Inventory”); (fv) Subject to the receipt of necessary consents and approvals, the Seller's Agreementsall Leased Real Property; (gvi) Subject to the receipt of necessary consents and approvals, the Transferable Permits and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities relating to the ownership, lease, maintenance or operation of the Peach Bottom Station or any portion thereofBusiness Authorizations; (hvii) Seller's Nonqualified Decommissioning Funds as all rights to any Actions of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (i) Seller's Qualified Decommissioning Funds as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of any nature available to or being pursued by Seller relating specifically to the Peach Bottom Station (subject extent related to the right of Seller to retain copies of same for its use) other than such items which are proprietary to third parties and accounting records; (k) All unexpiredBusiness, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise; (viii) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and fees (including any such item relating to the payment of Taxes); (ix) all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any of the Purchased Assets; (x) all insurance benefits, including rights and proceeds, arising from or relating to the Business, the Purchased Assets or the Assumed Liabilities; (xi) originals, or where not available, copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer and prospective customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), strategic plans, internal financial statements, marketing and promotional surveys, material and research, internal documents describing how to operate Seller software and identify common issues and files relating to the Intellectual Property Assets and the Intellectual Property Agreements (“Books and Records”); (xii) all right, title and interest in and to the name “Agribotix,” “FarmLens,” “Enduro,” “Hornet,” “HornetLR,” “Agrion,” “QVu,” “Gateway to Precision Agriculture” and any derivation thereof, including the goodwill associated therewith and any URL containing such name or any portion derivation thereof, whether accruing prior to, on or after ; (xiii) the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, websites located at hxxxx://xxxxxxxxx.xxx/ and wxx.xxxxxxxx.xxx (and in each case, relating all content therein), and telephone numbers, e-mail addresses, archived e-mail and other communications Related to the Business; and (xiv) all goodwill of Seller Related to the Business. (b) The Parties hereby acknowledge and agree that Seller is not selling and Purchaser is not purchasing any assets, properties or rights of Seller other than the Purchased Assets. Without limiting the generality of the foregoing, Seller is not selling and Purchaser is not purchasing any of Seller’s right, title or interest in or to any period prior toof the following assets, properties or rights (collectively, the “Excluded Assets”): (i) cash on hand and on deposit in banks, cash equivalents and investments of Seller; (ii) the Employee Benefit Plans and any trusts and assets related to the Employee Benefit Plans; (iii) Seller’s rights under this Agreement; (iv) the capital stock of Seller; (v) Accounts Receivable; (vi) all claims for refunds of Taxes and other governmental charges or assessments arising from or pertaining to periods, activities, operations or events occurring on or after prior to the Closing DateClosing; (vii) any of Seller’s membership interest in Agribotix LXX or Seller’s option to purchase the remaining membership interest in Agribotix LXX; and (viii) the Exchange Parent Shares.

Transfer of Purchased Assets. Upon At the terms Closing the Sellers shall sell, transfer, assign and deliver to the Buyer, and the Buyer shall purchase, acquire and accept from the Sellers, all of the right, title and interest of the Sellers in, to and under the following assets related to the Facility (collectively, the “Purchased Assets”): (i) subject to the conditions Permitted Exceptions, fee simple title to all of those certain parcels of land located in Bradenton, Florida and more particularly described in Schedule 2.1(a)(i) (the “Land”); (ii) subject to the Permitted Exceptions, fee title to all improvements presently erected on the Land (the “Buildings”); (iii) subject to the Permitted Exceptions, fee title to all fixtures attached to the Buildings which are owned by the Sellers, including, but not limited to, the heating, plumbing, electrical, lighting, air conditioning and pool systems (the “Improvements”); (iv) all estates, rights, privileges, easements, agreements, appurtenances, development rights, sewer and utility rights, and any other governmental entitlements belonging or in anywise appertaining to the Land and Buildings; (v) all furniture, fixtures, machinery, equipment and other chattels which are used in the day to day operations of the Facility, including, but not limited to: beds, furniture and furnishings, medical equipment, linens, window furnishings, carpets and floor coverings, appliances, televisions, wheelchairs, canes, walkers, kitchen equipment, dining room furniture, pool equipment, beauty parlor equipment, exercise equipment, etc., including the fixed assets set forth in this Agreement, on Schedule 2.1(a)(v); (vi) all supplies and inventory at the ClosingFacility including all foodstuffs, pharmaceuticals, cleaning and maintenance supplies and spare parts; (ivii) Seller shall sellall cars, assigntrucks, conveybuses, transfer vans and deliver other motor vehicles owned by the Sellers and used in connection with the operation of the Facility as set forth on Schedule 2.1(a)(vii); (viii) all trademarks, trade names, including “Freedom Village,” trademark registrations, signs, logos or other intangible property rights used in the operation of the Facility, if any, including all goodwill connected with or symbolized by the use thereof and all licenses, to PECOthe extent transferable; (ix) all Transferred Contracts; (x) all security deposits paid to the Sellers by residents, tenants and patients and all waiting list or sale deposits of any type, kind or nature (including any deposit that will be credited against the entrance fee) (the “Security, Waiting List and Sale Deposits”); (xi) all rights that accrue to the Facility due to prepaid expenses (excluding prepaid insurance premiums); (xii) subject to such confidentiality restrictions as may be imposed by applicable law or to which the Sellers are contractually bound, all books of account, and PECO shall purchasegeneral, assume financial, accounting and acquire from Sellerpersonnel records, free and clear and, to the extent transferable by the Sellers, medical records of all Encumbrances, except for Permitted Encumbrances, residents or patients at the Purchased Assets, but Facility (past or present); (xiii) only to the extent of the PECO Interestassignable, and all permits, consents, approvals, franchises or authorizations from any Governmental Entity (ii) Seller shall sell, assign, convey, transfer and deliver to PSEG, and PSEG shall purchase, assume and acquire from Seller, free and clear of all Encumbrances, except for Permitted Encumbrancescollectively, the Purchased Assets, but only to the extent of the PSEG Interest, in each case, as in existence on the Closing Date, including the following Purchased Assets: (a) The Real Property“Transferred Permits”); (bxiv) The Inventories; (c) The Nuclear Materials held pursuant to the NRC Licenses; (d) The Fuel Supplies; (e) All machinery (mobile or otherwise), equipment (including computer hardware and software and communications equipment), vehicles, tools, spare parts, fixtures, furniture, furnishings and other personal property located at or in transit to the Peach Bottom Station or used and necessary for the operation all accounts receivable of the Peach Bottom Station, in each case, on Sellers for services rendered or products supplied prior to the Closing Date (collectively, the "Tangible Personal Property"); (f) Subject to the receipt of necessary consents excluding Entrance Fee Receivables and approvals, the Seller's Agreements; (g) Subject to the receipt of necessary consents and approvals, the Transferable Permits any and all of Seller's rights, title and interests in and to any other permits, registrations, franchises, certificates, licenses and other authorizations, consents and approvals of Governmental Authorities receivables relating to the ownership, lease, maintenance or operation operations of the Peach Bottom Station or any portion thereof; (h) Seller's Nonqualified Decommissioning Funds Health Center as of the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records) (“Accounts Receivable “); (ixv) Seller's Qualified Decommissioning Funds as of to the extent transferable, all warranties and guarantees associated with the Buildings, Improvements, furniture, fixtures, equipment and other personal property; (xvi) all property and casualty insurance benefits (whether self-insured or insured by a third party), including rights and proceeds, arising from or relating to the Facility prior to the Closing Date, including all income, interest and other earnings accrued thereon, together with all required accounting and other records; (j) All books, operating records, operating, safety and maintenance manuals, engineering design plans, blueprints and as-built plans, specifications, procedures and similar items of Seller relating specifically except to the Peach Bottom Station (subject extent expended in accordance with this Agreement or necessary to reimburse Sellers for costs actually paid by Sellers, to the right of Seller extent applicable in accordance with this Agreement, prior to retain copies of same for its use) other than such items which are proprietary Closing to third parties and accounting records; (k) All unexpiredrepair or restore, transferable warranties and guarantees from third parties arising out of, in respect of, or in connection with, (i) any item of Real Property or personal property, or interest therein, included in the Purchased Assets or (ii) the Assumed Liabilities; (l) All claims of Seller relating to or pertaining to the Department of Energy's defaults under the Department of Energy Standard Contract (including all claims for failure by the Department of Energy to take Spent Nuclear Fuel) accrued prior to, on or after the Closing Date, whether relating to periods prior to, on or after the Closing Date, and all other claims of Seller against the Department of Energy with respect to, arising out of or in connection with the Purchased Assets, other than the claims described in Section 2.2(j); and (m) The rights of Seller extent applicable in, to and under all causes of action against third parties with respect to, arising out of or in connection with Seller's rights, title and interests in and to the Purchased Assets or the Assumed Liabilities, or any portion thereof, whether accruing prior to, on or after the Closing Date, other than any such causes of action as constitute Excluded Assets or Excluded Liabilities, whether received as payment or credit against future liabilities, in each case, relating to any period prior to, on or after the Closing Date.