Common use of Acquired Assets Clause in Contracts

Acquired Assets. On the terms and subject to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellers: (a) all right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and to the following: (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii).

Acquired Assets. On Upon the terms and subject to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy CodeAgreement, at the Closing, each of the Sellers hereby agrees, to Closing Seller shall sell, assign, transfer, convey, convey and deliver, or cause deliver to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), Buyer free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) Buyer shall purchase purchase, acquire and accept from each of the Sellers: (a) take assignment and delivery of, all right, title and interest of the Sellers Seller in and to the Interests. Notwithstanding anything contained in this Agreement to Acquired Assets, including the contrary, equity interests in the Excluded Subs shall not be included in the Interestsfollowing: (a) all Fixed Assets; (b) all respective rightsIntellectual Property; (c) subject to Section 2.2 hereof, title and interests all inventory; (d) subject to Section 2.2 hereof, all Receivables; (e) all of each of the Sellers in and Seller's contract rights with respect to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include and the Assumed Obligations; (f) all of Sellers’ rightcomputer software documentation, title computer software source codes, computer software modifications and interest in 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 following: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) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereonthe Assumed Contracts; (iij) all current assets, including deposits, prepaid expenses and accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xik) all books and records that are used or have arisen from relating to the Sellers’ conduct of Business and the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liableAssets; and (xviil) all other rightsthe right to use the name "Rheingold Brewing Co., properties Inc.," as the name of Buyer (or assets one of its operating subsidiaries) following the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii)Closing as contemplated in Section 7.4 hereof.

Acquired Assets. On Subject to the terms and subject conditions of this Agreement, on the Closing Date (as such term is hereinafter defined), the Seller shall sell, transfer and deliver to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted LiensBuyer, and the Purchaser (or one or more of its permitted designees) Buyer shall purchase and accept receive from each of the SellersSeller, the Assets, including, but not limited to, the following: (a) all rightAll items of tangible fixed assets, title furniture, fixtures, machinery, equipment, computers, computer systems and interest vehicles of CCC and Connectsoft which are used in the operation of the Sellers in Businesses, and to which are set forth on Schedule 1.1 (a) hereto (collectively, the Interests. Notwithstanding anything contained in this Agreement to "Fixed Assets"), all of which are presently held by CCC other than the contraryCNOC, equity interests in the Excluded Subs shall not be included in the Interestswhich is presently held by Connectsoft; (b) all respective rights, title All inventory and interests of each supplies of the Sellers in Seller; (c) All trade names, trademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and to other such knowledge and information constituting the "know-how" of the Seller; (d) The goodwill of the Businesses and their value as going concerns; (e) To the extent assignable, all rightslicenses and permits of the Seller; (f) All books, properties records, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence and memoranda of the Seller; and (g) All other rights and assets of the Sellers other than the Excluded Assetsany kind, including without limitation, those assets that are listed or described below, whether tangible or intangible, as of the same shall exist 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 records. On the Closing Date, free the Seller shall execute and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and deliver to the following: (i) Buyer a ▇▇▇▇ of sale in respect of the Assets, all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all form of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies Exhibit A annexed hereto and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 made a part hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii).

Acquired Assets. On the terms and subject to the conditions set forth in this Agreement and pursuant to Sections 105The Acquired Assets shall include, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellerswithout limitation: (a) all right, title and interest of the Sellers in inventory of the Seller, including raw materials and to the Interests. Notwithstanding anything contained in this Agreement to the contrarysupplies, equity interests in the Excluded Subs shall not be included in the Interestswork-in-progress and finished goods; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets accounts receivable of the Sellers Seller; (c) all machinery and equipment, vehicles, software, computers, supplies, desks, chairs, tables, furniture, fixtures and all other than personal property of the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as Seller; (d) the same shall exist on Leases of personal property to which the Closing Date, free and clear Seller is a party in the operation of all Liens except Permitted Liens the Business; (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include e) all of Sellers’ the Seller's right, title and interest in and to all contracts and agreements to which the following:Seller is a party and that were entered into in connection with 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 operation of the Business; (f) all of the Seller's Intellectual Property; (g) all of the Seller's cash on hand and cash equivalents on hand as of the Closing, including prepayments and deposits; (h) all lists of customers served by the Seller, all lists of suppliers, all records of accounts receivable and payable, all personnel records, and all other business records of the Seller related to the operation of the Business and not described in Section 1.3; (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies Real Property and all other tangible personal property owned by the Sellerslicenses, includingpermits, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, approvals and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest qualifications relating to the Assigned Contracts pursuant Real Property issued to Section 1.2 hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which Seller by any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreementsGovernmental Authority; and (Fj) all agreements relating to the purchase telephone numbers, post office boxes, sales literature and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or miscellaneous assets of every kind owned by the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii)Seller.

Acquired Assets. On Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy CodeAgreement, at the Closing and effective as of the Closing, each of the Sellers hereby agrees, to Seller shall sell, assign, transfer, conveyconvey and deliver to Buyer, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) Buyer shall purchase and accept acquire from each Seller, all of the Sellers: (a) all right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and following assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens Seller (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and to the following:): (i) all cashaccounts receivable, certificates machinery and equipment, vehicles, computers, and goodwill of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereonthe Business as a going concern; (ii) all accounts receivablecontracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether reflected 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 balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(iiwritten 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 the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii)Seller who become Transferred Employees; (iv) all equipmentrights, machinerytitle and interests in and to the ▇▇▇▇▇▇▇▇ Lease, computers, furniture, furnishingsincluding Seller’s right to any improvements, fixtures, toolsfittings thereon and appurtenances thereto. Prior to or at Closing, office supplies 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 all other tangible personal property owned after Closing, with two (2) automatic three (3) year extensions (subject to approval of the terms by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(ivBuyer); (v) all Intellectual Property, whether registered or unregistered, rights to all telephone numbers related to the Business and the applications rights to the name “Air-Tight Marketing & Distribution” and registrations thereforethe corporate name “Air-Tight Marketing & Distribution, all goodwill associated therewith, Inc.” and all rights to pursue past, present derivations and future enforcement or infringement variations thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systemsintangible assets related to the Business, including, without limitation, those identified on Schedule 1.1(b)(vi)including the Business Intellectual Property; (vii) [Reserved]all deposits (including security deposits) and prepaid expenses as set forth on Section 1.1(a)(vii) of the Seller Disclosure Schedule; (viii) [Reserved]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 the Business, wherever located; (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereoffurnishings, which may include: (1) all Project Documents furniture, fixtures, equipment, tools, machinery, art work, office and other agreementssupplies, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts spare parts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described property located at Seller’s ▇▇▇▇▇▇▇▇ facility covered by the ▇▇▇▇▇▇▇▇ Lease as set forth on Schedule 1.1(b)(ix)(5); and (6Section 1.1(a)(ix) all other Contracts of the SellersSeller Disclosure Schedule; (x) all permitsrights under warranties, includingrepresentations and guarantees made by suppliers, without limitation, manufacturers or contractors related to the permits listed or described on Schedule 1.1(b)(x)Assets; (xi) all books and records that are used or have arisen from the Sellers’ conduct of vendor numbers related to the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims sales orders related to the Business as set forth on Section 1.3(a) of the Seller Disclosure Schedule except for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses;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) all bank accounts the Business’ software and lockbox arrangementsassociated data, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of to the Bankruptcy Code against extent transferable by the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii)Selling Parties.

Acquired Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy CodeAgreement, at the Closing, each of the Sellers hereby agrees, to shall sell, assignconvey, transfer, conveyassign and deliver to Purchaser, and deliver, or cause to be sold, assigned, transferred, conveyed Purchaser shall purchase and delivered to the Purchaser (or one or more of its permitted designees)acquire from Sellers, free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellers: (a) all right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers Encumbrances other than the Excluded AssetsAssumed Liabilities, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellerseach Seller’s and its Affiliates’ right, title and interest in and to the following: (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all of the inventoriesfollowing (collectively, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii);“Acquired Assets”): (iva) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies Program Technology and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, related goodwill of each Seller and the applications and registrations therefore, all goodwill associated therewithits Affiliates, and all rights to pursue ▇▇▇ 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 future enforcement rights of priority and protection of interests therein and to retain any and all amounts therefrom. (b) the Program Material; (c) all Contracts listed on Schedule 2.1(c), excluding (i) all rights, claims, or infringement thereof, including, without limitationcauses of action (including warranty claims) of or against Seller or any of its Affiliates thereunder related to Excluded Assets and (ii) all Retained Liabilities (such listed Contracts, the Intellectual Property identified on Schedule 1.1(b)(v“Program Contracts”); (vid) all rights in computer software programs Program Books and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi)Records; (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1e) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreementsProgram Patent Files; (Bf) all site lease agreements; causes of action (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale regardless of renewable energy credits; (2) all other agreements, contracts whether or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, not such claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser have been asserted by Sellers or any of its their Affiliates), directorslawsuits, officersjudgments, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities claims and obligations (demands of any nature available to or kindbeing pursued by Sellers or any of their Affiliates to the extent related to any Compound or Product or the Program, and 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 based in common law or statute or arising under written contract by way of counterclaim or otherwise, whether ▇▇▇▇▇▇ or inchoate, known or unknown, fixed contingent or contingentnoncontingent; (g) all credits, accrued prepaid expenses, deferred charges, advance payments (other than advance payments to cover filing fees or unaccruedother support to be rendered pursuant to Section 6.8 that are, liquidated in each case, to be reimbursed to a Seller by Purchaser), security or unliquidatedother deposits, real or potential) prepaid items, duties, and right to offset, to the extent related to any SellerCompound or Product or to the Program, as or to which any Acquired Company is an obligor of the items identified in subparagraphs (a) through (e) or is otherwise responsible or liablesubparagraph (h) of this Section 2.1; and (xviih) all other rightsguaranties, properties warranties, indemnities and similar rights in favor of Sellers or assets any of their Affiliates to the extent related to any Compound or Product, or to the Program, or to any of the Sellersitems identified in subparagraphs (a) through (g) of this Section 2.1. To the extent the Acquired Assets are in a physical form, includingdelivery thereof shall be made in Malvern, Pennsylvania, USA, at such place as designated in writing by Purchaser. Title to all Acquired Assets transferred by Selenity, including without limitationlimitation the Program Technology and other Acquired Assets described in Section 2.1(a), those that are listed or described on Schedule 1.1(b)(xvii)shall pass at ▇▇▇▇▇▇▇▇, Bermuda, which is the present situs of such assets.

Acquired Assets. On Subject to the terms and subject to the conditions set forth in of this Agreement and pursuant to Sections 105Agreement, 363 and 365 of the Bankruptcy Codeeffective as June 30, at the Closing2001, each of the Sellers hereby agrees, Seller agrees to sell, assign, transfer, conveyconvey and deliver to Buyer or its designee(s) (which shall be an affiliate of Buyer, reasonably satisfactory to Seller), and deliver, Buyer agrees to purchase and acquire (or cause any such designee(s) to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept acquire) from each Seller, as of the Sellers: (a) all rightClosing, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ Seller's right, title and interest in and to all of its rights, properties and assets of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever located) and whether or not required to be reflected on a balance sheet prepared in accordance with GAAP (collectively, the "Assets"), including, without limitation, the following: (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereongoodwill as a going concern; (ii) all accounts receivableof Seller's contracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether reflected in the balance sheet written or otherwiseoral) (including amendments and supplements, modifications, and side letters or agreements), including, without limitation, those accounts receivable identified on Schedule 1.1(b)(iiin 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) Intentionally omitted; (iv) all of the inventoriesmarketing, whether reflected 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 other similar items in the balance sheet possession or otherwiseunder the control of Seller or in the possession or under the control of its Affiliates or their representatives; (v) all rights, title and interests of Seller in and to all real property leases, including improvements, fixtures, fittings thereon and appurtenances thereto, including, without limitation, those inventories identified on Schedule 1.1(b)(iii)listed in Section 1.1(a)(v) of the Seller Disclosure Schedule; (ivvi) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies rights to all telephone numbers related to the Business and all other tangible personal property owned by rights to the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv)name "Consolidated Apparel Group"; (vvii) all intangible assets, including Intellectual Property, whether registered or unregistered, Property and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereofother intangible assets of an intellectual property nature, including, without limitation, the Intellectual Property identified listed on Schedule 1.1(b)(v)Section 1.1(a)(vii) of the Seller Disclosure Schedule; (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved]all payments, deposits (including security deposits) and prepaid expenses of Seller and all rights to insurance proceeds; (ix) all raw materials, components, work-in-process, finished products, inventory, office and other supplies, spare parts, packaging materials, samples and other accessories related thereto, wherever located, including any of the Assigned Contracts and foregoing purchased subject to any conditional sales or title retention agreement in favor of any other Person, together with all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreementsagainst suppliers of such inventories; (Bx) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation furnishings, furniture, fixtures, equipment, tools, machinery, vehicles, art work and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and the tangible personal property listed or described on Schedule 1.1(b)(ix)(5); and (6Section 1.1(a)(x) all other Contracts of the SellersSeller Disclosure Schedule; (xxi) all permitsrights under warranties, representations and guarantees made by suppliers, manufacturers or contractors; (xii) all Permits, including, without limitation, the permits Permits listed or described on Schedule 1.1(b)(x); (xiSection 1.1(a)(xii) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expensesSeller Disclosure Schedule; (xiii) all cash and cash equivalents such as bank accounts deposits, certificates of deposit and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii);marketable securities; and (xiv) all avoidance actions and similar rights claims and causes of action, including action against other Persons (regardless of whether or not such claims and causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xvhave been asserted by Seller); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwiseall rights of indemnity, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other warranty rights, properties or assets rights of the Sellerscontribution, includingrights to refunds, without limitation, those that rights of reimbursement and other rights of recovery possessed by Seller (regardless of whether such rights are listed or described on Schedule 1.1(b)(xviicurrently exercisable).

Acquired Assets. On Subject to the terms and subject to conditions of this Agreement, the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, Seller agrees to sell, assign, transfer, conveyconvey and deliver to the Buyer, and deliver, or cause the Buyer agrees to be sold, assigned, transferred, conveyed purchase and delivered to the Purchaser (or one or more of its permitted designees)acquire, free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each all of the Sellers: (a) all Seller's right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded AssetsSeller's property and assets, including without limitationreal, those assets that are listed personal or described belowmixed, whether tangible or and intangible, as of every kind and description, wherever located, but excluding the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens Retained Assets (collectively, the “"Acquired Assets”"). Without limiting the generality of the foregoing, but subject to Section 1.1(b), the Acquired Assets shall include all of Sellers’ rightthe following rights, title title, interests, assets and interest in and to properties, if any, existing as of the followingClosing Date, of the Seller: (i) subject to Section 1.1(b), all cashof the contracts, certificates of depositagreements, bank depositslicense agreements, negotiable instrumentsHealth Plan Policies and leases, marketable securities including amendments and supplements, modifications, side letters or agreements, to which the Seller is a party, other cash equivalentsthan Employee Plans (not including the Health Plan Policies) and Employment Agreements (collectively, together with all accrued but unpaid interest thereonthe "Contracts"); (ii) all accounts receivableof the Seller's furnishings, whether reflected in the balance sheet or otherwisefurniture, includingoffice supplies, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii)fixtures and other tangible personal property; (iii) all marketing, sales and promotional literature, books, records, files, documents, financial records, bills, internal accounting and audit records, operating manuals, personnel records, business and strategic plans, customer and supplier lists and files, including preprinted materials, art work, correspondence and other similar items (excluding Tax Returns) in the possession or under the control of the inventories, whether reflected in Seller (the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii"Books and Records"); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies accounts receivable and all other tangible personal property owned by receivables of the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv)Seller; (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present all of the Seller's telephone and future enforcement or infringement thereof, including, without limitation, facsimile numbers (it being understood that the Intellectual Property identified on Schedule 1.1(b)(vtelephone companies and not the Seller own such numbers); (vi) all rights of the Seller's intangible assets and all Seller Intellectual Property, including the Intellectual Property set forth in computer software programs and information technology systems, including, without limitation, those identified on Section 1.1(a)(vi) of the Seller Disclosure Schedule 1.1(b)(vi)as well as the corporate names set forth in Section 4.9 of the Seller Disclosure Schedule; (vii) [Reserved]all payments, deposits (including security deposits) and prepaid expenses, claims for refunds and rights to offset in respect thereof of the Seller to the extent reflected as assets on the Closing Working Capital Statement; (viii) [Reserved]all rights under warranties, representations and guarantees made by suppliers, manufacturers or contractors of the Seller with respect to the Acquired Assets; (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the SellersPermits; (x) all permitsbank accounts set forth in Section 2.21 of the Seller Disclosure Schedule (it being understood that, includingpursuant to Section 1.1(b)(ii), without limitation, any cash and cash equivalents held in such accounts as of the permits listed or described on Schedule 1.1(b)(xClosing and the bank account to be established for receipt of the Initial Purchase Price and any subsequent payments under this Agreement shall be Retained Assets);; and (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; claims (xii) all payments, credits, including claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiiipast infringement of Seller Intellectual Property) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including action of the Seller against other Persons (regardless of whether or not such claims and causes of action under Sections 544 through 553 of have been asserted by the Bankruptcy Code against the Purchaser Seller, are ▇▇▇▇▇▇ or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwiseinchoate, known or unknown, fixed contingent or contingentnoncontingent), accrued and all rights of indemnity, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by the Seller (regardless of whether such rights are currently exercisable) arising from or unaccruedrelating to the Acquired Assets, liquidated or unliquidatedexcluding those arising from, real or potential) but only to any Sellerthe extent relating to, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii)Retained Liabilities.

Acquired Assets. On At the terms Closing and subject to the terms and conditions set forth in of this Agreement Agreement, Buyer shall cause Newco to purchase from Seller, and pursuant to Sections 105Seller shall sell, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to selltransfer, assign, transferconvey and deliver to Newco, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more all of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellers: (a) all Seller’s right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described belowSeller, whether real, personal and mixed, tangible or intangible, used directly or indirectly by Seller in or otherwise relating to the Business as the same shall exist on the Closing Dateowned or held by Seller, free except as expressly excluded in Section 1.2 (all such assets and clear of all Liens except Permitted Liens (collectively, 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 Sellers’ Seller’s right, title and interest in and to the following, wherever located, as of the Closing Date: (a) all Seller’s accounts receivables (the “Acquired Accounts Receivables”); (b) all finished 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) all furniture, equipment, fixtures, machineries, and computer hardware; (d) all of Seller’s customer lists, customer mailing lists and customer sales files which are used in connection with the operation of the Business; (e) all of Seller’s interest and rights in and to the 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 Ordinary Course and all other agreements of Seller (collectively, the “Seller Contracts”); (f) all computer software and programs and any rights thereto associated with or employed in the conduct of the Business of Seller; (g) all payments, deposits and prepaid expenses; (h) all right, title, and interest in and to the name “Cartika Medical” and any and all names associated with all products sold by Seller, and any derivations thereof; (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereonPermits (to the extent the same are transferable) directly or indirectly relating primarily to the Business; (iij) all accounts receivableof Seller’s business and marketing records, whether reflected 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 Seller’s Business or Seller’s Acquired Assets, in the balance sheet or otherwisewhatever form they exist; (k) all cash on hand, cash equivalents, including, without limitation, those accounts receivable identified 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 Schedule 1.1(b)(iicomputer; (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 Business; (r) all leases and subleases of Seller (the “Leases”); (iiis) all automobiles, cars, trucks and vehicles of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer ContractsVehicles”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6t) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the SellersSeller included in Seller’s balance sheet as of July 31, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii)2004.

Acquired Assets. On Upon the terms and subject to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy CodeAgreement, at the Closing, each of the Sellers hereby agrees, to Company shall sell, transfer, assign, transfer, convey, and deliver, or cause deliver to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted LiensPurchaser, and the Purchaser (or one or more of its permitted designees) shall purchase purchase, acquire and accept from each the Company, all of the Sellers: (a) all Company’s right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers 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, including without limitation, those Assets (such included assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all free and clear of Sellers’ rightany Lien other than Permitted Liens, title and interest in and to including the following: (ia) all cashinventory, certificates of depositsupplies, bank deposits, negotiable instruments, marketable securities parts and other cash equivalents, together with all accrued but unpaid interest thereoninventories related to the Business; (iib) all accounts receivablepersonal tangible property related to the Business including furniture, whether reflected in the balance sheet or otherwisefixtures, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii)and equipment; (iiic) all of books, records and other documents and information relating to the inventoriesAcquired Assets, whether reflected in other than the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii)Company’s corporate record books and financial and Tax records; (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vid) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi)to Intellectual 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; (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1e) all Project Documents and other agreements, contracts or arrangements Contracts associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described Contracts set forth on Schedule 1.1(b)(xiii1.1(e) (the “Acquired Contracts”); (xivf) all avoidance actions and similar rights and causes to any Legal Proceedings of actionany nature available to or being pursued by the Company to the extent related to the Business, including causes the Acquired Assets or the Assumed Liabilities, whether arising by way of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser counterclaim or any of its Affiliates, directors, officers, representatives, employees or agentsotherwise; (xvg) all Employee Benefit Plans 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 Company listed or described on Schedule 1.1(b)(xvpayment of Taxes); (xvih) any intercompany payables, liabilities and obligations (of any nature all accounts or kindnotes receivable held by the Company, and whether based in common law any security, claim, remedy or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) other right related to any Sellerof the foregoing; (i) the name, as to which any Acquired Company is an obligor or is otherwise responsible or liablelogo and style “Dope Media”; (j) all goodwill and the going concern value of the Business; and (xviik) all other properties, assets and rights, properties tangible or assets intangible, owned or held by the Company as of the Sellers, including, without limitation, those Closing Date that are listed or described on Schedule 1.1(b)(xvii)used in the operation of the Business, and which are not otherwise Excluded Assets.

Acquired Assets. On the terms and subject to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) shall purchase and accept from each of the Sellers: (a) all right, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free in accordance with this Agreement, GIC shall sell, transfer, assign and clear convey, and Newco will purchase, all assets of all Liens except Permitted Liens every kind and character of GIC used by GIC in the operation of its business (collectively, the “"Acquired Assets”"). Without limiting the foregoing, the such Acquired Assets shall include all of Sellers’ right, title and interest in and to the following: (i) all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (Aa) all landfill gas rights agreements; (B) all site That certain real property lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreementsGIC's business location at 1510 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, contracts or arrangements between any Seller and a customer ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, which lease is attached hereto as Schedule 3.15 (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2"Real Property Lease"); (3b) 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 other agreementsrights in and to the Equipment (as defined in Section 3.9 hereof), contracts or arrangements between any Seller and a vendor or other third party providing goods or services all rights in and to the Scheduled Payments (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3as defined in Section 3.9 hereof); (4c) All rights in and to the residual values of the Leases; (d) All accounts receivable, notes receivable and other receivables, as well as all other rights of GIC to payment 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 Leased Real Property that are Assigned Contracts 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 or described on Schedule 1.1(b)(ix)(4)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 GIC, all temporary cash investments and instruments representing same and all other cash and cash equivalents of GIC; (5f) all leases related to tangible personal propertyAll automobiles, includingtrucks, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges trailers and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or vehicles described on in the attached Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii).1.1

Acquired Assets. On Upon the terms and subject to the satisfaction or waiver of the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy CodeAgreement, at the Closing and effective as of the Closing, each of the Sellers hereby agrees, to Seller shall sell, assign, transfer, conveyconvey and deliver to Buyer, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted Liens, and the Purchaser (or one or more of its permitted designees) Buyer shall purchase and accept acquire from each of the Sellers: (a) all rightSeller, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interests; (b) all respective rights, title and interests of each of the Sellers in and to all rights, properties and assets of the Sellers other than the Excluded Assets, including without limitation, those assets that are listed or described below, whether tangible or intangible, as the same shall exist on the Closing Date, free and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ Seller’s right, title and interest in and to all of the following:following assets of Seller (collectively, the “Assets”): (i) all cash, certificates goodwill of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereonthe Business as a going concern; (ii) all accounts receivablecontracts, agreements, leases, instruments, obligations, arrangements or other understandings (whether reflected 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 balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(iiwritten 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 the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii)Seller who become Transferred Employees; (iv) all equipmentrights, machinerytitle and interests in and to the Los Angeles Lease, computers, furniture, furnishingsincluding Seller’s right to any improvements, fixtures, tools, office supplies fittings thereon and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv)appurtenances thereto; (v) all Intellectual Property, whether registered or unregistered, rights to all telephone numbers related to the Business and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue pastthe name “S▇▇▇▇ ▇▇▇▇▇▇” and the corporate name “S▇▇▇▇ ▇▇▇▇▇▇, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v)Inc.”; (vi) all rights in computer software programs and information technology systemsintangible assets related to the Business, including, without limitation, those identified on Schedule 1.1(b)(vi)including the Business Intellectual Property; (vii) [Reserved]all deposits (including security deposits) and prepaid expenses as set forth on Section 1.1(a)(vii) of the Seller Disclosure Schedule; (viii) [Reserved]all raw materials, components, fabric, trim, 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 the Business, wherever located; (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 hereoffurnishings, which may include: (1) all Project Documents furniture, fixtures, equipment, tools, machinery, art work, office and other agreementssupplies, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts spare parts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described property located at Seller’s Los Angeles facility covered by the Los Angeles Lease (other than vehicles) as set forth on Schedule 1.1(b)(ix)(5); and (6Section 1.1(a)(ix) all other Contracts of the SellersSeller Disclosure Schedule; (x) all permitsrights under warranties, includingrepresentations and guarantees made by suppliers, without limitation, manufacturers or contractors related to the permits listed or described on Schedule 1.1(b)(x)Assets; (xi) all books and records that are used or have arisen from the Sellers’ conduct of vendor numbers related to the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims sales orders related to the Business as set forth on Section 1.3(a) of the Seller Disclosure Schedule except for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses;sales orders for any portion of inventory included in the calculation of Inventory Value for the purposes of the Estimated Inventory Value Statement that are not included in the calculation of Inventory Value in the Final Closing Statement; and (xiii) all bank accounts the Business’ enterprise resource planning (the “ERP”) software and lockbox arrangementsassociated data, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of to the Bankruptcy Code against extent transferable by the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii)Selling Parties.

Acquired Assets. On Subject to the terms and subject conditions of this Agreement, on the Closing Date (as such term is hereinafter defined), the Seller shall sell, transfer and deliver to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted LiensBuyer, and the Purchaser (or one or more of its permitted designees) Buyer shall purchase and accept receive from each of the SellersSeller, the Assets, including, but not limited to, the following: (a) all rightAll items of tangible fixed assets, title furniture, fixtures, machinery, equipment, computers, computer systems and interest vehicles of CCC and Connectsoft which are used in the operation of the Sellers in Businesses, and to which are set forth on Schedule 1.1 (a) hereto (collectively, the Interests. Notwithstanding anything contained in this Agreement to "Fixed Assets"), all of which are presently held by CCC other than the contraryCNOC, equity interests in which is presently held by Connectsoft; (b) All inventory and supplies of the Excluded Subs shall not be included in the InterestsSeller; (bc) all respective rightsAll trade names, title trademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and interests of each other such knowledge and information constituting the "know how" of the Sellers in Seller; (d) The goodwill of the Businesses and to their value as going concerns; (e) To the extent assignable, all rightslicenses and permits of the Seller; (f) All books, properties records, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence and memoranda of the Seller; and (g) All other rights and assets of the Sellers other than the Excluded Assetsany kind, including without limitation, those assets that are listed or described below, whether tangible or intangible, as of the same shall exist 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 records. On the Closing Date, free the Seller shall execute and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and deliver to the following: (i) Buyer a ▇▇▇▇ of sale in respect of the Assets, all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all form of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies Exhibit A annexed hereto and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 made a part hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii).

Acquired Assets. On Subject to the terms and subject conditions of this Agreement, on the Closing Date (as such term is hereinafter defined), the Seller shall sell, transfer and deliver to the conditions set forth in this Agreement and pursuant to Sections 105, 363 and 365 of the Bankruptcy Code, at the Closing, each of the Sellers hereby agrees, to sell, assign, transfer, convey, and deliver, or cause to be sold, assigned, transferred, conveyed and delivered to the Purchaser (or one or more of its permitted designees), free and clear of all Liens except Permitted LiensBuyer, and the Purchaser (or one or more of its permitted designees) Buyer shall purchase and accept receive from each of the SellersSeller, the Assets, including, but not limited to, the following: (a) All items of tangible fixed assets, furniture, fixtures, machinery, (a) hereto (collectively, the "Fixed Assets"), all rightof which are presently held by CCC other than the CNOC, title and interest of the Sellers in and to the Interests. Notwithstanding anything contained in this Agreement to the contrary, equity interests in the Excluded Subs shall not be included in the Interestswhich is presently held by Connectsoft; (b) all respective rights, title All inventory and interests of each supplies of the Sellers in Seller; (c) All trade names, trademarks, patents, copyrights, customer lists, supplier lists, trade secrets, computer software programs, engineering, technical information, and to other such knowledge and information constituting the "know-how" of the Seller; (d) The goodwill of the Businesses and their value as going concerns; (e) To the extent assignable, all rightslicenses and permits of the Seller; (f) All books, properties records, printouts, drawings, data, files, notes, notebooks, accounts, invoices, correspondence and memoranda of the Seller; and (g) All other rights and assets of the Sellers other than the Excluded Assetsany kind, including without limitation, those assets that are listed or described below, whether tangible or intangible, as of the same shall exist 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 records. On the Closing Date, free the Seller shall execute and clear of all Liens except Permitted Liens (collectively, the “Acquired Assets”). Without limiting the foregoing, the Acquired Assets shall include all of Sellers’ right, title and interest in and deliver to the following: (i) Buyer a ▇▇▇▇ of sale in respect of the Assets, all cash, certificates of deposit, bank deposits, negotiable instruments, marketable securities and other cash equivalents, together with all accrued but unpaid interest thereon; (ii) all accounts receivable, whether reflected in the balance sheet or otherwise, including, without limitation, those accounts receivable identified on Schedule 1.1(b)(ii); (iii) all form of the inventories, whether reflected in the balance sheet or otherwise, including, without limitation, those inventories identified on Schedule 1.1(b)(iii); (iv) all equipment, machinery, computers, furniture, furnishings, fixtures, tools, office supplies Exhibit A annexed hereto and all other tangible personal property owned by the Sellers, including, without limitation, those items identified on Schedule 1.1(b)(iv); (v) all Intellectual Property, whether registered or unregistered, and the applications and registrations therefore, all goodwill associated therewith, and all rights to pursue past, present and future enforcement or infringement thereof, including, without limitation, the Intellectual Property identified on Schedule 1.1(b)(v); (vi) all rights in computer software programs and information technology systems, including, without limitation, those identified on Schedule 1.1(b)(vi); (vii) [Reserved] (viii) [Reserved] (ix) the Assigned Contracts and all rights and incidents of interest to the Assigned Contracts pursuant to Section 1.2 made a part hereof, which may include: (1) all Project Documents and other agreements, contracts or arrangements associated with the Projects to which any Seller is a party that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(1), including, without limitation: (A) all landfill gas rights agreements; (B) all site lease agreements; (C) all gas purchase agreements; (D) all power purchase agreements; (E) all operation and maintenance agreements; and (F) all agreements relating to the purchase and sale of renewable energy credits; (2) all other agreements, contracts or arrangements between any Seller and a customer (the “Customer Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(2); (3) all other agreements, contracts or arrangements between any Seller and a vendor or other third party providing goods or services (the “Supplier Contracts”) that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(3); (4) all Leases with respect to the Leased Real Property that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(4); (5) all leases related to tangible personal property, including, without limitation, equipment leases, including, without limitation, those that are Assigned Contracts and listed or described on Schedule 1.1(b)(ix)(5); and (6) all other Contracts of the Sellers; (x) all permits, including, without limitation, the permits listed or described on Schedule 1.1(b)(x); (xi) all books and records that are used or have arisen from the Sellers’ conduct of the Business, including, without limitation, the Project Documents that are books and records; (xii) all payments, credits, claims for refunds, prepaid rent, deposits (including security deposits and utility deposits), advances, deferred charges and other prepaid expenses; (xiii) all bank accounts and lockbox arrangements, including, without limitation, those items listed or described on Schedule 1.1(b)(xiii); (xiv) all avoidance actions and similar rights and causes of action, including causes of action under Sections 544 through 553 of the Bankruptcy Code against the Purchaser or any of its Affiliates, directors, officers, representatives, employees or agents; (xv) all Employee Benefit Plans of the Company listed or described on Schedule 1.1(b)(xv); (xvi) any intercompany payables, liabilities and obligations (of any nature or kind, and whether based in common law or statute or arising under written contract or otherwise, known or unknown, fixed or contingent, accrued or unaccrued, liquidated or unliquidated, real or potential) to any Seller, as to which any Acquired Company is an obligor or is otherwise responsible or liable; and (xvii) all other rights, properties or assets of the Sellers, including, without limitation, those that are listed or described on Schedule 1.1(b)(xvii).