Common use of Acquired Assets Clause in Contracts

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereof, all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereof.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at on the Closing Date (as such term is hereinafter defined), the Seller shall sell, assign, transfer, convey transfer and deliver to Buyer free and clear of all Liensthe Buyer, and the Buyer shall purchasepurchase and receive from the Seller, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including including, but not limited to, the following: (a) all All items of tangible fixed assets, furniture, fixtures, machinery, equipment, computers, computer systems and vehicles of CCC and Connectsoft which are used in the operation of the Businesses, and which are set forth on Schedule 1.1 (a) hereto (collectively, the "Fixed Assets"), all of which are presently held by CCC other than the CNOC, which is presently held by Connectsoft; (b) all Intellectual PropertyAll inventory and supplies of the Seller; (c) subject to Section 2.2 hereofAll trade names, all inventorytrademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and other such knowledge and information constituting the "know-how" of the Seller; (d) subject to Section 2.2 hereof, all ReceivablesThe goodwill of the Businesses and their value as going concerns; (e) To the extent assignable, all licenses and permits of the Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentationAll books, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondenceprintouts, customer listsdrawings, price listsdata, supplier listsfiles, sales informationnotes, computer software notebooks, accounts, invoices, correspondence and programs, if any (subject to memoranda of the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business;Seller; and (g) all goodwillAll other rights and assets of any kind, other intangible property tangible or intangible, of the Seller (including the Material Contracts listed on Schedule 5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether or not reflected in their internal financial statements or on their books and causes of action relating records. On the Closing Date, the Seller shall execute and deliver to the Acquired Assets or Buyer a ▇▇▇▇ of sale in respect of the Business; (h) Assets, all licenses, certificates, permits in the form of Exhibit A annexed hereto and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 made a part hereof.

Acquired Assets. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall purchase from Seller, and Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer Purchaser, all of Seller’s right, title and interest in and to all of the following assets (collectively, the “Acquired Assets“): (i) the Product; (ii) all of the assets of Seller pertaining to the manufacture, sale and distribution of the Product; (iii) all Intellectual Property of Seller relating to the Product, including, without limitation, (A) the patents and patent applications set forth on Schedule 2.1(a)(iii)(A) and (B) the trademarks and trademark applications set forth on Schedule 2.1(a)(iii)(B), including all goodwill specifically associated with the foregoing; (iv) all preclinical data, records and reports relating to the Product; (v) all contracts set forth on Schedule 2.1(a)(v); (vi) other than the Authorized Generic Agreement, including the licenses and agreements therein, all of the licenses and agreements to which Seller is a party pertaining to the manufacture, sale, and distribution of the Product; and (vii) to the extent transferable in accordance with Applicable Laws, all regulatory filings related to the Product. To the extent any assets or property (including any Intellectual Property) owned by an Affiliate of Seller is included in the Acquired Assets (other than the Excluded Assets), Seller shall use its best efforts to cause such Affiliate to convey, assign, transfer and deliver to Purchaser, all of such Affiliate’s right, title and interest in and to such asset or property, free and clear of all Liens (other than Permitted Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereof, all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereoffor no additional consideration.

Acquired Assets. Upon At the terms Closing and subject to the terms and conditions set forth in of this Agreement, at the Closing Buyer shall purchase from Seller, and Seller shall sell, transfer, assign, transfer, convey and deliver deliver, or cause to Buyer free be sold, transferred, assigned, conveyed and clear of all Liensdelivered, and Buyer shall purchase, acquire and take assignment and delivery ofto Buyer, all right, title and interest in and to all of the assets whether real, personal and mixed, tangible or intangible, used directly or indirectly by Seller in or otherwise relating to the Business as owned or held by Seller, except as expressly excluded in Section 1.2 (all such assets and rights being purchased hereunder are collectively referred to as the "Acquired Assets"). Without in any way limiting the generality of the foregoing, the Acquired Assets shall include all of Seller's right, title and interest in and to the Acquired Assetsfollowing, including wherever located, as of the followingClosing Date: (a) all Fixed Assetsaccounts receivables related to the Business (the "Acquired Accounts Receivables"); (b) all Intellectual Propertyfinished goods, works-in-process, raw materials, parts and other items of inventory and supplies wherever located which are owned by Seller as of the Closing Date (the "Inventories"); (c) subject to Section 2.2 hereofall furniture, all inventoryequipment, fixtures and computer hardware; (d) subject to Section 2.2 hereofall of Seller's customer lists, all Receivablescustomer mailing lists and customer sales files which are used in connection with the operation of the Business; (e) all of Seller's contract interest and rights with respect in and to the Acquired Assets agreements, contracts and commitments to which Seller is a party or by which its assets are bound (except for those agreements, contracts and commitments of Seller's subsidiaries, which are addressed separately pursuant to Section 1.1(g) hereof) and all sale orders entered into or received by Seller in the Assumed ObligationsOrdinary Course and such other agreements of Seller to the extent assignable to Buyer (collectively, the "Seller Contracts"); (f) all computer software documentationand programs and any rights thereto associated with or employed in the conduct of the Business of Seller, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if except to the extent that any (such documents are subject to confidentiality agreements limiting their release and the rights of third party licensors), and all advertising, packaging and promotional materials and files relating Seller shall not have obtained consent to the Acquired Assets or the Businesstheir release; (g) all goodwill, other intangible property of Seller's interest and causes of action relating rights in and to the Acquired Assets or the Businessoutstanding common stock and other securities of each of its subsidiaries; (h) all licensespayments, certificatesdeposits and prepaid expenses; (i) all right, permits title, and telephone numbers relating interest in and to the Businessname "Evoke Software Corporation" and any and all names associated with all products sold by Seller, and any derivations thereof; (j) the assets of any employee benefit plan; (k) all Permits (to the extent the same are transferable) directly or indirectly relating primarily to the Business; (il) all of Seller's business and marketing records, including copies of accounting and operating records, asset ledgers, inventory records, budgets, customer lists, supplier lists, information and data respecting leased or owned equipment, correspondence, and other business records directly related to the Assumed ContractsSeller's Business or Seller's Acquired Assets (except for those records held by Seller's subsidiaries, which are addressed separately pursuant to Section 1.1(g) hereof), in whatever form they exist; (jm) all current assetscash on hand, including cash equivalents, including, without limitation, certificates of deposit and deposits, prepaid expenses bank and accounts receivablemoney market accounts, and securities of Seller, except for the Excluded Cash; (kn) all original books, financial records and ledgers of Seller (other than tax returns, minute books and stock records; provided, however, such materials, as they relate to the Acquired Assets, will be made available for inspection and copying by Buyer upon request) including any such records which are maintained in electronic form, including but not limited to on computer; (o) all Intellectual Property of Seller; (p) all bulk mail postal and other mail delivery authorizations agreements and related Permits of Seller; (q) all claims, choses-in-action, warranties, refunds, rights of recovery, rights of set-off and rights of recoupment of any kind relating to the payment of Taxes of Seller and/or the Business and for periods after the Acquired AssetsClosing Date; and (lr) all mail or other communications addressed to Seller and directly relating to the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofBusiness.

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller The Company shall sell, assign, transfer, convey transfer and deliver to Buyer free and clear Nobel all of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all its right, title and interest of Seller in and to all of the tangible and intangible properties and assets owned or held by the Company on the Closing Date other than the Excluded Assets (as defined in Section 1.1(b)) (collectively, the "ACQUIRED ASSETS"). The Acquired AssetsAssets shall include, including without limiting the generality of the foregoing (hereafter "WITHOUT LIMITATION"), the following: (ai) all Fixed Assetsof the Company's furniture, fixtures, equipment, machinery, teaching and educational supplies, inventories, supplies, and other tangible personal property used or held at the Acquired Center, as well as any business forms used or held exclusively at the Acquired Center, including those items described on SCHEDULE 1.1(a)(i); (bii) all Intellectual Property; (c) subject intellectual property relating to Section 2.2 hereofthe Business or the Acquired Center, including, without limitation, all inventory; rights of the Company to all registered and unregistered trade names and fictitious names (d) subject to Section 2.2 hereofincluding, without limitation, the name "Loudoun Children's Center"), trademarks, service marks, copyrights, patents and know-how used or useful in the Business and all Receivables; (e) all of Seller's contract rights related applications and agreements with respect to the Acquired Assets foregoing (the "INTELLECTUAL PROPERTY"); and all telephone numbers; and (iii) the Assumed Obligationsleasehold interest of the Company pursuant to the lease agreement of the Company referenced on SCHEDULE 1.1(A)(III) (such lease being referred to herein as the "LEASE"; and all the leasehold interest subject to the Lease being referred to herein as the "LEASEHOLD INTEREST"); (fiv) all computer software documentationthe Company's rights, computer software source codesto the extent assignable, computer software modifications under maintenance contracts, service contracts, equipment and enhancementsother leases (including, computer software derivative worksif leased, all books and recordsthe telephone system), correspondence, customer lists, price lists, supplier lists, sales informationvehicle leases, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Businessrights, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assetsassignable, including deposits, prepaid expenses and accounts receivable; (k) all books and records under contracts relating to the Business and or the Acquired AssetsCenter that Nobel has elected to assume, each of which is described on SCHEDULE 1.1(A)(IV) (collectively, the "ASSUMED CONTRACTS"; provided that, if consent of the other party to any contract is required, such contract shall not be included within the definition of Assumed Contracts (even if described on SCHEDULE 1.1(A)(IV)) unless such other party either consents to such assignment or provides services to Nobel thereunder); (v) to the extent assignable, all permits, registrations, franchises, licenses, approvals and other authorizations relating to the Business or the Acquired Center (collectively, the "PERMITS"), including those described on SCHEDULE 1.1(A)(V); (vi) all goodwill of the Business as a going concern, including all rights to deal with clients and customers; (vii) all client and customer lists and records, enrollments and other documents, correspondence and files of the Company relating to the Business or the Acquired Center, including, to the extent assignable, all software and computer files; (viii) the motor vehicles identified on SCHEDULE 1.1(A)(VIII); (ix) all secrecy and non-disclosure agreements with current or former employees, consultants or contractors relating to the Business or the Acquired Center, including, without limitation, those described and identified on SCHEDULE 1.1 (A) (IX); and (lx) all other tangible and intangible assets which are used in or necessary to the right to use operation of the name "Rheingold Brewing Co.Business or the Acquired Center, Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated other than those described below in Section 7.4 hereof1.1(b).

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in this Agreementhereof, at on --------------- the Closing Date (as defined below), Seller shall sell, assign, transfer, convey transfer and deliver assign to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, purchase and acquire and take assignment and delivery offrom Seller, all of Seller's right, title and interest in and to the assets listed below (the "Acquired Assets" or the "Acquired Business"), free and clear of any and all liens, claims, liabilities, encumbrances or obligations: (a) those uncompleted contracts, subcontracting arrangements, and purchase orders listed on Schedule A hereto for the design of software and computer systems, the provision of consulting services and training, and the marketing, demonstration, distribution and resale of software, except for any such contracts, arrangements or purchase orders that Buyer designates (prior to or at Closing) as not accepted (the "Acquired Contracts"); (b) all deposits or fees paid by Seller pursuant to the Acquired Contracts; (c) all intellectual property and technology rights used or held for use and necessary in the conduct of Seller's business, including without limitation: all software licenses, product licenses, software development rights, developed applications, computer programs, computer systems, source codes, data systems, development methodologies and practices, trade secrets, know-how, technical information, research records, test information, market surveys, marketing information, trademarks, tradenames, and copyrights, the name "Encore Consulting," "Encore," or any variation thereof, and all applications or licenses for the foregoing (collectively, the "Intellectual Property"); (d) accounts receivable relating to services performed under the Acquired Contracts on or after December 2, 1996, plus unbilled amounts due to Seller for services performed under the Acquired Contracts on or after December 2, 1996; (e) all permits, licenses, approvals and authorizations by governmental or regulatory authorities relating to the Acquired Contracts and Seller's business ("Permits"), to the extent transferable; (f) all client and customer account information, customer lists, contact lists, subcontractor lists, and independent contractor lists relating to or utilized in the current or past conduct of Seller's business; (g) all contracts with employees (other than with the Owners) and all contracts with independent contractors, including without limitation the rights of Seller in thereunder with respect to confidentiality and non-compete covenants by such employees and independent contractors; (h) all claims and rights against third parties relating to the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereofwithout limitation, all inventory; (d) subject to Section 2.2 hereofinsurance claims, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentationvendors' warranties, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors)recovery, set-offs and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferablecredits; (i) all computer equipment, including, but not limited to the Assumed Contractsfollowing hardware: laptop computers, desktop computers and printers, and software, business plans, models, forecasts, training agreements, practices and techniques; (j) all current assetsbooks, including depositsrecords, prepaid expenses information and accounts receivabledocumentation regarding the foregoing; (k) all books and records relating to the Business and the Acquired Assetsfurniture, office equipment, phone systems, fax machines; and (l) all goodwill associated with the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofAcquired Business.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at on the Closing Date (as such term is hereinafter defined), the Seller shall sell, assign, transfer, convey transfer and deliver to Buyer free and clear of all Liensthe Buyer, and the Buyer shall purchasepurchase and receive from the Seller, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including including, but not limited to, the following: (a) all All items of tangible fixed assets, furniture, fixtures, machinery, equipment, computers, computer systems and vehicles of CCC and Connectsoft which are used in the operation of the Businesses, and which are set forth on Schedule 1.1 (a) hereto (collectively, the "Fixed Assets; "), all of which are presently held by CCC other than the CNOC, which is presently held by Connectsoft; (b) all Intellectual PropertyAll inventory and supplies of the Seller; (c) subject to Section 2.2 hereofAll trade names, all inventorytrademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and other such knowledge and information constituting the "know how" of the Seller; (d) subject to Section 2.2 hereof, all Receivables; The goodwill of the Businesses and their value as going concerns; (e) To the extent assignable, all licenses and permits of the Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; ; (f) all computer software documentationAll books, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondenceprintouts, customer listsdrawings, price listsdata, supplier listsfiles, sales informationnotes, computer software notebooks, accounts, invoices, correspondence and programs, if any (subject to memoranda of the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business;Seller; and (g) all goodwillAll other rights and assets of any kind, other intangible property tangible or intangible, of the Seller (including the Material Contracts listed on Schedule 5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether or not reflected in their internal financial statements or on their books and causes of action relating records. On the Closing Date, the Seller shall execute and deliver to the Acquired Assets or Buyer a ▇▇▇▇ of sale in respect of the Business; (h) Assets, all licenses, certificates, permits in the form of Exhibit A annexed hereto and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 made a part hereof.

Acquired Assets. Upon Subject to the terms and subject conditions herein contained, Innovisit hereby sells, assigns, transfers, conveys and delivers to the conditions set forth in this Agreement, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all LiensLattice, and Buyer Lattice shall purchase, acquire and take assignment accept, free and delivery ofclear of any Lien, all rightclaim, title or encumbrance of whatever kind or character, the following assets and interest of Seller rights used in and to connection with its business but is not acquiring the Acquired Excluded Assets, including the following: (a) all Fixed Assets;The equipment, furniture, supplies, computer hardware and other tangible personal property of Innovisit (the “Personal Property”) described on Schedule 1.3 (a) attached hereto. (b) all Intellectual Property;The work-in-process and other inventory of Innovisit listed on Schedule 1.3(b) to be attached hereto by Sellers (the “Inventory”). (c) subject to Section 2.2 hereofTo the extent transferable and assignable under applicable law, and except for any Excluded Assets, all inventoryfranchises, licenses, permits, consents authorizations, approvals, and certificates of any regulatory, administrative or other government agency or body relating to the Acquired Assets (the “Permits”) listed on Schedule 1.3(c) attached hereto; (d) subject to Section 2.2 hereof, all ReceivablesThe Intellectual Property (as defined herein) of Innovisit listed on Schedule 1.3(d) attached hereto; (e) all The claims and rights under the contracts, agreements, leases, license agreements, franchise rights and agreements, policies, purchase and sales orders ( the “Pending Sales Orders”), engagement letters, executory commitments, instruments, guaranties, indemnifications, arrangements, and understandings of Seller's contract rights with respect Innovisit, whether oral or written, to which Innovisit is a party (whether or not legally bound thereby) (the Acquired Assets and the Assumed Obligations;“Contracts”), listed on Schedule 1.3 (e). (f) all computer software documentationAll causes of action, computer software source codesjudgments and claims or demands against others of whatever kind or description except such causes of actions, computer software modifications and enhancementsjudgments, computer software derivative worksclaims or demands attributable to the Excluded Assets; (g) All books of account, all books and records, correspondence, customer lists, price vendor lists, supplier listsfiles, sales informationpapers, computer software records, promotional marketing and programsadvertising materials, if any (subject catalogs, brochures, forms, plans, manuals and handbooks relating to the rights conduct of third party licensors), and all advertising, packaging and promotional materials and files the Business or otherwise relating to the conduct of the Business or otherwise relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or usable in connection with the Business; (h) all licenses, certificates, permits and telephone numbers relating to All goodwill (excluding any unamortized goodwill reflected on the Business, to the extent the same are transferable;financial statements of Innovisit); and (i) the Assumed Contracts; (j) All of Innovisit's telephone numbers, including, without limitation, all current assets, including deposits, prepaid expenses local and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereoftoll free telephone numbers.

Acquired Assets. Upon the terms and subject to the conditions set forth in this AgreementThe Acquired Assets shall include, at the Closing Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the followingwithout limitation: (a) all Fixed Assetsof the inventory of the Seller, including raw materials and supplies, work-in-progress and finished goods; (b) all Intellectual Propertyof the accounts receivable of the Seller; (c) subject to Section 2.2 hereofall machinery and equipment, vehicles, software, computers, supplies, desks, chairs, tables, furniture, fixtures and all inventoryother personal property of the Seller; (d) subject the Leases of personal property to Section 2.2 hereof, all Receivableswhich the Seller is a party in the operation of the Business; (e) all of the Seller's contract rights right, title and interest in and to all contracts and agreements to which the Seller is a party and that were entered into in connection with respect the operation of the Business as well as all of the right, title and interest of Joe T. Glover, Jr. in and to all contracts and agreements to whi▇▇ ▇▇ ▇▇ ▇ ▇▇▇▇▇ ▇nd that were entered into in connection with the Acquired Assets and operation of the Assumed ObligationsBusiness; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to of the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the BusinessSeller's Intellectual Property; (g) all goodwillof the Seller's cash on hand and cash equivalents on hand as of the Closing, other intangible property including prepayments and causes of action relating to the Acquired Assets or the Businessdeposits; (h) all licenseslists of customers served by the Seller, certificatesall lists of suppliers, permits all records of accounts receivable and telephone numbers relating payable, all personnel records, and all other business records of the Seller related to the Business, to operation of the extent the same are transferableBusiness and not described in Section 1.3; (i) all Real Property and all licenses, permits, approvals and qualifications relating to the Assumed Contracts;Real Property issued to the Seller by any Governmental Authority; and (j) all current assetstelephone numbers, including depositspost office boxes, prepaid expenses sales literature and accounts receivable; (k) all books and records relating to miscellaneous assets of every kind owned by the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofSeller.

Acquired Assets. Upon On the terms and subject to the conditions set forth in this Agreement, and in reliance upon the covenants, representations and warranties of the Seller and the Shareholder, at the Closing (as defined in Section 2.3 hereof), Purchaser shall purchase from the Seller, and the Seller shall sell, assign, transfer, convey transfer and deliver to Buyer Purchaser, free and clear of any and all Liabilities, pledges, liens, obligations, claims, charges, tenancies, security interests, exceptions or encumbrances whatsoever (collectively, “Liens”), other than Permitted Liens, all assets, rights and Buyer shall purchaseproperties of the Seller, acquire of every nature, kind and take assignment description whatsoever, tangible and delivery ofintangible, all rightwherever located and as they exist on the date hereof, title other than the Excluded Assets (collectively, the “Assets”). The Assets are more fully set forth on Schedules 2.1(a) and interest (b) of Seller in the disclosure schedules attached hereto and to the Acquired Assets, including include (but are not limited to) the following: (ai) all Fixed AssetsCash in bank accounts of the Seller immediately prior to the Closing; (bii) All Tangible Personal Property; (iii) All Accounts Receivable; (iv) All of the Assigned Contracts; (v) All permits relating to the acquisition or ownership of the Assets or the operation of the IT Solutions Business; (vi) All data, records, files, manuals, blueprints and other documentation related to the Seller, the Assets and the operation of the IT Solutions Business, including but not limited to (1) service and warranty records; (2) sales promotion materials, creative materials, art work, photographs, public relations and advertising materials, studies, reports, correspondence and other similar documents and records used in the IT Solutions Business, whether in electronic form or otherwise; (3) all client and customer lists, telephone numbers and electronic mail addresses with respect to past, present or prospective clients and customers; (4) all accounting and tax books, ledgers and records and other financial records relating to the IT Solutions Business and the Assets; (5) all sales and credit records and brochures relating to the IT Solutions Business, purchasing records and records relating to suppliers; and (6) subject to applicable Law, copies of all personnel records of all Seller employees, including the Key Seller Employees. (vii) All of the Seller’s furniture and fixtures, as set forth on Schedule 2.1(a)(vii) hereto (the “Furniture and Fixtures”); (viii) All of the Seller’s tools and equipment, as set forth on Schedules 2.1(a)(viii) hereto (the “Equipment”); (ix) All of the inventory, merchandise, stores of supplies, spare parts, stock-in-trade and work in progress, including, without limitation, the items set forth on the Inventory Statement attached hereto as Schedule 2.1(a)(ix); (x) All Intellectual Property; (cxi) subject to Section 2.2 hereofAll policies and procedures, all inventory; (d) subject to Section 2.2 hereofmethods of delivery of services, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets trade secrets, disks, drawings and the Assumed Obligations; (f) all computer software documentationspecifications, computer software source codesmarket studies, computer software modifications and enhancementsconsultants’ reports, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors)prototypes, and all advertisingsimilar property of any nature, packaging and promotional materials and files relating to tangible or intangible, used in connection with the Acquired Assets or the IT Solutions Business; (gxii) all goodwill, other intangible property and causes of action relating All goodwill incident to the Acquired Assets IT Solutions Business, including the value of the names associated with the IT Solutions Business that are transferred to Purchaser hereunder and the value of good customer relations; (xiii) All computers, software programs, automation systems, accounting systems, master disks of source codes, and other proprietary information owned or licensed, whether for general business usage (e.g. accounting, word processing, graphics, spreadsheet analysis, etc.) or specific, unique-to-the-business usage, and all computer operating, security or programming software, owned or licensed and used in the operation of the IT Solutions Business; (hxiv) all licensesAll tangible and intangible forms, certificateswhether or not stored, permits and telephone numbers relating to the Businesscompiled or memorialized, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assetselectronically, including depositsgraphically, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assetsphotographically, or in writing; and (lxv) All other intangible assets (including all Claims, contract rights and warranty and product liability claims against third parties) relating to the right to use Assets or the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofIT Solutions Business.

Acquired Assets. Upon At the terms Closing and subject to the terms and conditions set forth in of this Agreement, at the Closing Buyer shall cause Newco to purchase from Seller, and Seller shall sell, transfer, assign, transfer, convey and deliver to Buyer free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofNewco, all of Seller’s right, title and interest in and to all assets of Seller, whether real, personal and mixed, tangible or intangible, used directly or indirectly by Seller in or otherwise relating to the Business as owned or held by Seller, except as expressly excluded in Section 1.2 (all such assets and rights being purchased hereunder are collectively referred to as the “Acquired Assets”). Without in any way limiting the generality of the foregoing, the Acquired Assets shall include all of Seller’s right, title and interest in and to the Acquired Assetsfollowing, including wherever located, as of the followingClosing Date: (a) all Fixed AssetsSeller’s accounts receivables (the “Acquired Accounts Receivables”); (b) all Intellectual Propertyfinished goods, works-in-process, raw materials, parts and other items of inventory and supplies wherever located which are owned by Seller as of the Closing Date (the “Inventories”); (c) subject to Section 2.2 hereofall furniture, all inventoryequipment, fixtures, machineries, and computer hardware; (d) subject to Section 2.2 hereofall of Seller’s customer lists, all Receivablescustomer mailing lists and customer sales files which are used in connection with the operation of the Business; (e) all of Seller's contract ’s interest and rights with respect in and to the Acquired Assets agreements, contracts, commitments and proposals to which Seller is a party or by which its assets are bound and all sale orders entered into or received by Seller in the Assumed ObligationsOrdinary Course and all other agreements of Seller (collectively, the “Seller Contracts”); (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books programs and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to rights thereto associated with or employed in the rights conduct of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the BusinessBusiness of Seller; (g) all goodwillpayments, other intangible property deposits and causes of action relating to the Acquired Assets or the Businessprepaid expenses; (h) all licensesright, certificatestitle, permits and telephone numbers relating interest in and to the Businessname “Cartika Medical” and any and all names associated with all products sold by Seller, and any derivations thereof; (i) all Permits (to the extent the same are transferable; (i) directly or indirectly relating primarily to the Assumed ContractsBusiness; (j) all current assetsof Seller’s business and marketing records, including depositscopies of accounting and operating records, prepaid expenses asset ledgers, inventory records, budgets, customer lists, supplier lists, information and accounts receivabledata respecting leased or owned equipment, correspondence, and other business records directly related to the Seller’s Business or Seller’s Acquired Assets, in whatever form they exist; (k) all cash on hand, cash equivalents, including, without limitation, certificates of deposit and deposits, bank and money market accounts, and securities of Seller; (l) all original books, financial records and ledgers of Seller (other than tax returns, minute books and stock records; provided, however, such materials, as they relate to the Acquired Assets, will be made available for inspection and copying by Buyer upon request) including any such records which are maintained in electronic form, including but not limited to on computer; (m) all Seller Intellectual Property ; (n) all bulk mail postal and other mail delivery authorizations agreements and related Permits of Seller; (o) all claims, choses-in-action, warranties, refunds, rights of recovery, rights of set-off and rights of recoupment of any kind relating to the payment of Taxes of Seller and/or the Business for periods after the Closing Date; (p) all mail or other communications addressed to Seller and directly relating to the Acquired AssetsBusiness; (r) all leases and subleases of Seller (the “Leases”); (s) all automobiles, cars, trucks and vehicles of Seller (the “Vehicles”); and (lt) the right to use the name "Rheingold Brewing Co.all other assets of Seller included in Seller’s balance sheet as of July 31, Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereof2004.

Acquired Assets. Upon On the terms and subject to the conditions set forth in this Agreement, at the Closing Closing, Purchaser shall purchase from Seller, and Seller shall sell, convey, assign, transfer, convey transfer and deliver to Buyer Purchaser, all of Seller’s right, title and interest in and to all of the following assets (collectively, the “Acquired Assets”): (i) the Product; (ii) all of the assets of Seller pertaining to the manufacture, sale and distribution of the Product; (iii) all Intellectual Property of Seller relating to the Product, including, without limitation, (A) the patents and patent applications set forth on Schedule 2.1(a)(iii)(A) and (B) the trademarks and trademark applications set forth on Schedule 2.1(a)(iii)(B), including all goodwill specifically associated with the foregoing; (iv) all preclinical data, records and reports relating to the Product; (v) all contracts set forth on Schedule 2.1(a)(v); (vi) other than the Authorized Generic Agreement, including the licenses and agreements therein, all of the licenses and agreements to which Seller is a party pertaining to the manufacture, sale, and distribution of the Product; and (vii) to the extent transferable in accordance with Applicable Laws, all regulatory filings related to the Product. To the extent any assets or property (including any Intellectual Property) owned by an Affiliate of Seller is included in the Acquired Assets (other than the Excluded Assets), Seller shall use its best efforts to cause such Affiliate to convey, assign, transfer and deliver to Purchaser, all of such Affiliate’s right, title and interest in and to such asset or property, free and clear of all Liens (other than Permitted Liens, and Buyer shall purchase, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including the following: (a) all Fixed Assets; (b) all Intellectual Property; (c) subject to Section 2.2 hereof, all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereoffor no additional consideration.

Acquired Assets. Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement, at the Closing and effective as of the Closing, Seller shall sell, assign, transfer, convey and deliver to Buyer free and clear of all LiensBuyer, and Buyer shall purchase, purchase and acquire and take assignment and delivery offrom Seller, all rightof the following assets of Seller (collectively, the “Assets”): (i) all accounts receivable, machinery and equipment, vehicles, computers, and goodwill of the Business as a going concern; (ii) all contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether written or oral) (including amendments and supplements, modifications, and side letters or agreements) (the “Business Contracts”), identified in Section 1.1(a)(ii) of the written statement delivered to Buyer by Seller herewith and dated as of the date hereof (the “Seller Disclosure Schedule”); (iii) all marketing, sales and promotional literature, books, records, files, documents, financial records, bills, accounting, internal and audit records, operating manuals, personnel records, customer and supplier lists and files, preprinted materials and similar materials primarily related to the Assets or those employees of Seller who become Transferred Employees; (iv) all rights, title and interest of Seller interests in and to the Acquired Assets▇▇▇▇▇▇▇▇ Lease, including Seller’s right to any improvements, fixtures, fittings thereon and appurtenances thereto. Prior to or at Closing, the Selling Shareholders shall cause the ▇▇▇▇▇▇▇▇ Lease to be amended so that at least three (3) years of the term shall remain in duration from and after Closing, with two (2) automatic three (3) year extensions (subject to approval of the terms by Buyer); (v) all rights to all telephone numbers related to the Business and the rights to the name “Air-Tight Marketing & Distribution” and the corporate name “Air-Tight Marketing & Distribution, Inc.” and all derivations and variations thereof; (vi) all intangible assets related to the Business, including the following: (a) all Fixed Assets; (b) all Business Intellectual Property; (cvii) subject to all deposits (including security deposits) and prepaid expenses as set forth on Section 2.2 hereof, all inventory1.1(a)(vii) of the Seller Disclosure Schedule; (dviii) subject all raw materials, components, work-in-progress, finished products, inventory (other than inventory that have been billed and are being held for customers’ accounts), inventory in-transit, pre-paid deposits for inventory, packaging materials, samples and other accessories related thereto, related to Section 2.2 hereofthe Business, all Receivableswherever located; (eix) all furnishings, furniture, fixtures, equipment, tools, machinery, art work, office and other supplies, spare parts and other tangible personal property located at Seller’s ▇▇▇▇▇▇▇▇ facility covered by the ▇▇▇▇▇▇▇▇ Lease as set forth on Section 1.1(a)(ix) of Seller's contract rights with respect to the Acquired Assets and the Assumed ObligationsSeller Disclosure Schedule; (fx) all computer software documentationrights under warranties, computer software source codesrepresentations and guarantees made by suppliers, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject manufacturers or contractors related to the rights of third party licensors), and Assets; (xi) all advertising, packaging and promotional materials and files relating vendor numbers related to the Acquired Assets or the Business; (gxii) all goodwill, other intangible property and causes of action relating sales orders related to the Acquired Assets or Business as set forth on Section 1.3(a) of the Seller Disclosure Schedule except for sales orders for any portion of inventory included in the calculation of Inventory Value that are not included in the calculation of Inventory Value in the Final Closing Statement; and (xiii) the Business; (h) all licenses, certificates, permits ’ software and telephone numbers relating to the Businessassociated data, to the extent transferable by the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereofSelling Parties.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at on the Closing Date (as such term is hereinafter defined), the Seller shall sell, assign, transfer, convey transfer and deliver to Buyer free and clear of all Liensthe Buyer, and the Buyer shall purchasepurchase and receive from the Seller, acquire and take assignment and delivery of, all right, title and interest of Seller in and to the Acquired Assets, including including, but not limited to, the following: (a) all All items of tangible fixed assets, furniture, fixtures, machinery, (a) hereto (collectively, the "Fixed Assets"), all of which are presently held by CCC other than the CNOC, which is presently held by Connectsoft; (b) all Intellectual PropertyAll inventory and supplies of the Seller; (c) subject to Section 2.2 hereofAll trade names, all inventorytrademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and other such knowledge and information constituting the "know-how" of the Seller; (d) subject to Section 2.2 hereof, all ReceivablesThe goodwill of the Businesses and their value as going concerns; (e) To the extent assignable, all licenses and permits of the Seller's contract rights with respect to the Acquired Assets and the Assumed Obligations; (f) all computer software documentationAll books, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondenceprintouts, customer listsdrawings, price listsdata, supplier listsfiles, sales informationnotes, computer software notebooks, accounts, invoices, correspondence and programs, if any (subject to memoranda of the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business;Seller; and (g) all goodwillAll other rights and assets of any kind, other intangible property tangible or intangible, of the Seller (including the Material Contracts listed on Schedule 5.8 hereto, which Buyer specifically assumes the obligations thereunder) whether or not reflected in their internal financial statements or on their books and causes of action relating records. On the Closing Date, the Seller shall execute and deliver to the Acquired Assets or Buyer a ▇▇▇▇ of sale in respect of the Business; (h) Assets, all licenses, certificates, permits in the form of Exhibit A annexed hereto and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 made a part hereof.

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in this Agreement, including without limitation Section 1.3, at the Closing Seller Closing, Sellers shall sell, assign, transfer, convey transfer and deliver to Buyer free and clear of all LiensPurchaser, and Buyer Purchaser shall purchase, acquire and take assignment and delivery of, the following assets owned by Sellers (wherever located) related to, or used in conjunction with, the Business, and all of Sellers' right, title and interest therein and thereto, but not including those assets specifically excluded in Section 1.3 (all of Seller in the assets sold, assigned, transferred and delivered to Purchaser hereunder are referred to collectively herein as the "Acquired Assets, including the following:"): (a) Except as set forth on Schedule 1.3(a), all Fixed Assetsof the machinery, equipment, installations, lift trucks, vehicles, patterns, dies, tools, maintenance equipment and production machinery and equipment of every kind and description which relate in any manner to the Business (collectively, the "Equipment and Vehicles"; (b) Except as set forth on Schedule 1.3(b), all Intellectual Propertyof the inventories existing on the Closing Date and used in connection with the Business, including all raw materials, packaging materials (including all such packaging material that contain the name "American White Cross" and any of its derivatives), work in process and finished goods inventories, wherever located, whether Slow Moving Inventory or not, and which relate in any manner to the Business (collectively, the "Inventory"); (c) subject All spare parts and manufacturing and operating supplies, wherever located, which relate in any manner to Section 2.2 hereof, all inventorythe Business; (d) subject All (i) patents, patent applications, licenses, service names, service marks, trade names, trademarks, trade name and trademark registrations (and applications therefor), copyrights and copyright registrations (and applications therefor), inventions and designs set forth on Schedule 1.1 (d), (ii) the name "American White Cross" and any of its derivatives as currently in use on products related to the Business for the later of (x) two years from the date hereof and (y) the date when all packaging material that contain the name "American White Cross" and any of its derivatives acquired pursuant to Section 2.2 hereof1.1(b) hereof is depleted in full and (iii) goodwill, all Receivablestrade secrets, processes, know-how and formulae which relate in any manner to the Business (collectively, the "Intellectual Property"); (e) all Any Claims, deposits, leasehold improvements, prepayments, refunds, causes of Seller's contract action, chooses in action, rights with respect of recovery, rights of set-off, and rights of recoupment which relate to the Acquired Assets Business and the Assumed Obligations;are set forth on Schedule 1.1(h); and (f) Copies of all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and production records, correspondenceproduct files, customer liststechnical information, designs, drawings, confidential information, price lists, supplier listsmarketing plans and strategies, sales records, product development techniques or plans, customer lists and files (including customer credit and collection information, computer software and programs, if any (subject to the rights of third party licensors), details of client or consultant contracts, operational methods, historical and all advertisingfinancial records and files, packaging and promotional materials and files other proprietary information relating to the Acquired Assets or the Business; (g) Any and all goodwillother assets and rights that are not of the type or character referenced in Section 1.1(a) - (f) and which relate to, other intangible property and causes of action relating to or are necessary for the Acquired Assets or continuation after the Business; (h) all licensesClosing Date of, certificates, permits and telephone numbers relating to the Business, to the extent Business in at least the same are transferable; (i) manner and magnitude as of the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 date hereof.

Acquired Assets. Upon On the terms and subject to the conditions set forth Closing Date, in accordance with this Agreement, at the Closing Seller GIC shall sell, assign, transfer, convey assign and deliver to Buyer free and clear of all Liensconvey, and Buyer shall Newco will purchase, acquire all assets of every kind and take assignment and delivery of, all right, title and interest character of Seller GIC used by GIC in and to the operation of its business (the "Acquired Assets"), including the followingsuch Acquired Assets to include, without limitation: (a) all Fixed AssetsThat certain real property lease of GIC's business location at 1510 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, which lease is attached hereto as Schedule 3.15 (the "Real Property Lease"); (b) All of GIC's leases and lease/financing arrangements, including without limitation, the Leases (as defined in Section 3.9 hereof), the Lease Documents (as defined in Section 3.9 hereof), all Intellectual Propertyrights in and to the Equipment (as defined in Section 3.9 hereof), and all rights in and to the Scheduled Payments (as defined in Section 3.9 hereof); (c) subject All rights in and to Section 2.2 hereof, all inventorythe residual values of the Leases; (d) subject All accounts receivable, notes receivable and other receivables, as well as all other rights of GIC to Section 2.2 hereofpayment under the Leases or for the sale or lease of any property or for services rendered, including without limitation those which are not evidenced by instruments or chattel paper, whether or not they have been earned by performance or have been written off or reserved against as a bed debt or doubtful account in any financial statements of the GIC; together with all instruments and all documents of title representing any of the foregoing, all rights in any merchandise or goods which any of the same represent, and all rights, title, security and guarantees in favor of the Seller with respect to any of the foregoing, including without limitation, any right of stoppage in transit (the "Receivables;"). The Receivables include all accounts, notes and other receivables of GIC as of May 31, 1996 (as listed on Schedule 3.13) as well as all additions thereto made in the ordinary course of GIC's business between May 31, 1996 and the Closing, but excludes all payments thereon and reductions thereto made in the ordinary course of GIC's business during the latter period which do not violate the terms of this Agreement. (e) All cash on deposit in GIC's bank accounts, including all uncleared deposits in such accounts, the pett▇ ▇▇▇h of Seller's contract rights with respect to the Acquired Assets GIC, all temporary cash investments and the Assumed Obligationsinstruments representing same and all other cash and cash equivalents of GIC; (f) all computer software documentationAll automobiles, computer software source codestrucks, computer software modifications trailers and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if any (subject to other vehicles described in the rights of third party licensors), and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the Business; (g) all goodwill, other intangible property and causes of action relating to the Acquired Assets or the Business; (h) all licenses, certificates, permits and telephone numbers relating to the Business, to the extent the same are transferable; (i) the Assumed Contracts; (j) all current assets, including deposits, prepaid expenses and accounts receivable; (k) all books and records relating to the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated in Section 7.4 hereof.attached Schedule 1.1

Acquired Assets. Upon Subject to the terms and subject to the conditions set forth in of this Agreement, at the Closing Seller Closing, Sellers shall sell, assignconvey, transfer, convey assign and deliver to Buyer Purchaser, and Purchaser shall purchase and acquire from Sellers, free and clear of all Liens, and Buyer shall purchase, acquire and take assignment and delivery ofEncumbrances other than the Assumed Liabilities, all of each Seller’s and its Affiliates’ right, title and interest of Seller in and to all of the following (collectively, the “Acquired Assets, including the following:”): (a) all Fixed Assets;Program Technology and all related goodwill of each Seller and its Affiliates, and all rights to ▇▇▇ for or assert claims or remedies against or for past, present or future infringements, misappropriation or unauthorized use or disclosure, of any or all of the foregoing and rights of priority and protection of interests therein and to retain any and all amounts therefrom. (b) all Intellectual Propertythe Program Material; (c) subject all Contracts listed on Schedule 2.1(c), excluding (i) all rights, claims, or causes of action (including warranty claims) of or against Seller or any of its Affiliates thereunder related to Section 2.2 hereofExcluded Assets and (ii) all Retained Liabilities (such listed Contracts, all inventorythe “Program Contracts”); (d) subject to Section 2.2 hereof, all ReceivablesProgram Books and Records; (e) all of Seller's contract rights with respect to the Acquired Assets and the Assumed ObligationsProgram Patent Files; (f) all computer software documentationcauses of action (regardless of whether or not such claims and causes of action have been asserted by Sellers or any of their Affiliates), computer software source codeslawsuits, computer software modifications judgments, claims and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if demands of any (subject nature available to or being pursued by Sellers or any of their Affiliates to the rights of third party licensors), and all advertising, packaging and promotional materials and files relating extent related to the Acquired Assets any Compound or Product or the BusinessProgram, or any of the items identified in subparagraphs (a) through (e) or subparagraph (h) of this Section 2.1, or the ownership, use, function or value of any Compound or Product or of the Program, in each case, whether arising by way of counterclaim or otherwise, whether ▇▇▇▇▇▇ or inchoate, known or unknown, contingent or noncontingent; (g) all goodwillcredits, prepaid expenses, deferred charges, advance payments (other intangible property than advance payments to cover filing fees or other support to be rendered pursuant to Section 6.8 that are, in each case, to be reimbursed to a Seller by Purchaser), security or other deposits, prepaid items, duties, and causes of action relating right to offset, to the Acquired Assets extent related to any Compound or Product or to the Business;Program, or to any of the items identified in subparagraphs (a) through (e) or subparagraph (h) of this Section 2.1; and (h) all licensesguaranties, certificateswarranties, permits indemnities and telephone numbers relating to the Business, similar rights in favor of Sellers or any of their Affiliates to the extent related to any Compound or Product, or to the same Program, or to any of the items identified in subparagraphs (a) through (g) of this Section 2.1. To the extent the Acquired Assets are transferable; (i) the Assumed Contracts; (j) in a physical form, delivery thereof shall be made in Malvern, Pennsylvania, USA, at such place as designated in writing by Purchaser. Title to all current assetsAcquired Assets transferred by Selenity, including deposits, prepaid expenses without limitation the Program Technology and accounts receivable; (k) all books and records relating to the Business and the other Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated Assets described in Section 7.4 hereof2.1(a), shall pass at ▇▇▇▇▇▇▇▇, Bermuda, which is the present situs of such assets.

Acquired Assets. Upon the terms and subject to the conditions set forth in this Agreement, at the Closing Seller Closing, the Company shall sell, transfer, assign, transferconvey, convey and deliver to Buyer free and clear of all LiensPurchaser, and Buyer Purchaser shall purchase, acquire and take assignment and delivery ofaccept from the Company, all of the Company’s right, title and interest of Seller in and to all of the business, assets, inventory, goodwill and rights of the Company, including without limitation those arising out of or relating to, or otherwise used or usable in connection with, the Business of whatever kind or nature, tangible or intangible, real or personal, owned, leased, licensed, used or held for use or license by or on behalf of the Company, other than the Excluded Assets (such included assets collectively, the “Acquired Assets”), free and clear of any Lien other than Permitted Liens, including the following: (a) all Fixed Assetsinventory, supplies, parts and other inventories related to the Business; (b) all Intellectual Propertypersonal tangible property related to the Business including furniture, fixtures, and equipment; (c) subject all books, records and other documents and information relating to Section 2.2 hereofthe Acquired Assets, all inventoryother than the Company’s corporate record books and financial and Tax records; (d) subject all rights in and to Section 2.2 hereof, all ReceivablesIntellectual Property either owned by the Company or licensed to the Company by a third party and used or held for use by the Company in the Business; (e) all of Seller's contract rights Contracts associated with respect to the Business, including, without limitation, the Contracts set forth on Schedule 1.1(e) (the “Acquired Assets and the Assumed ObligationsContracts”); (f) all computer software documentation, computer software source codes, computer software modifications and enhancements, computer software derivative works, all books and records, correspondence, customer lists, price lists, supplier lists, sales information, computer software and programs, if rights to any (subject Legal Proceedings of any nature available to or being pursued by the Company to the rights of third party licensors)extent related to the Business, and all advertising, packaging and promotional materials and files relating to the Acquired Assets or the BusinessAssumed Liabilities, whether arising by way of counterclaim or otherwise; (g) all goodwillprepaid expenses, other intangible property credits, advance payments, claims, security, refunds, rights of recovery, rights of set-off, rights of recoupment, deposits, charges, sums and causes of action fees (including any such item relating to the Acquired Assets or the Businesspayment of Taxes); (h) all licensesaccounts or notes receivable held by the Company, certificatesand any security, permits and telephone numbers relating claim, remedy or other right related to any of the Business, to the extent the same are transferableforegoing; (i) the Assumed Contractsname, logo and style “Dope Media”; (j) all current assets, including deposits, prepaid expenses goodwill and accounts receivable;the going concern value of the Business; and (k) all books other properties, assets and records relating to rights, tangible or intangible, owned or held by the Business and the Acquired Assets; and (l) the right to use the name "Rheingold Brewing Co., Inc.," Company as the name of Buyer (or one of its operating subsidiaries) following the Closing as contemplated Date that are used in Section 7.4 hereofthe operation of the Business, and which are not otherwise Excluded Assets.