Common use of Acquired Assets Clause in Contracts

Acquired Assets. On the terms and subject to the conditions contained herein, at the Closing, but effective as of the Effective Time, except for the Excluded Assets, Seller will sell, assign, transfer and deliver to Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all of the assets, properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct of the Business, wherever located, whether tangible or intangible, real or personal, free and clear of all Liens other than Permitted Liens (collectively, the “Acquired Assets”), including, without limitation, the following: (a) all rights of Seller with respect to the accounts maintained to collect and remit education-related payments on behalf of the customers of the Business (the “Accounts”); (b) all machinery, equipment, furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (f) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”); (g) to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”); and (j) all rights, causes of actions, claims and credits related to any Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed Liability.

Acquired Assets. On Subject to the terms and subject to the conditions contained hereinset forth in this Agreement, at the ClosingClosing referred to in Section 4 hereof, but effective as of the Effective Time, except for the Excluded Assets, Seller will Sellers shall sell, assign, transfer and deliver to the Buyer, and the Buyer will shall purchase, acquire and accept from Sellertake assignment and delivery of, all of Seller’s right, title and interest the assets (other than the Excluded Assets specified in and Section 1.2) of the Sellers used in or relating to the Business existing as of the Closing Date (all of the assets, properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct of the Business, wherever located, whether tangible or intangible, real or personal, free and clear of all Liens other than Permitted Liens (collectively, which assets are hereinafter referred to collectively as the “Acquired Assets”), including, without limitation, the followingthat are specifically described as follows: (a) all rights of Seller with respect to the accounts maintained to collect and remit education-related payments on behalf All of the customers of Sellers’ title to, interest in and rights under the Business real estate leases (the “AccountsReal Property Leases”);) described on Schedule1.1(a) hereto relating to the properties described therein and all buildings, plants and other structures and improvements thereon, and, to the extent covered by the Real Property Leases, any and all (b) Any and all plants, fixtures, machinery, installations, equipment, furniture, furnishings, fixtures, tools, vehicles spare parts, supplies, materials and other tangible personal property held used in or used by Seller in its operation of relating to the Business, including without limitation, those items as of September 13, 2006 described on Schedule1.1(b) hereto (subject to the items provisions of personal property set forth on Schedule 2.1.1(b) (Section 3.3 collectively, the “Fixed AssetsEquipment”); (c) all Business Intellectual PropertyAll of the Sellers’ title to, interest in and rights under the leases of personal property described on Schedule1.1(c) hereto (the “Personal Property Leases”); (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation All of the Business Sellers’ inventories used in or relating to the Business, including raw materials, supplies, parts, work in process and finished goods as of June 30, 2006 described on Schedule 1.1(d) hereto (subject to the provisions of Section 3.3 collectively, the “Accounts ReceivableInventories”); (e) any All of the Sellers’ rights under the contracts, customer purchase orders, the Wei Contract and agreements described on Schedule1.1(e) hereto, and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts contracts entered into in effect as the ordinary course of business prior to the Closing and all other Payor Contracts in effect as of consistent with the Closing Sellers’ obligations under Section 7 hereof (collectively, the “Assumed Contracts”); (f) all All of the Sellers’ transferable rights under any the licenses, permits and all Contracts which impose confidentialityapprovals, invention assignmentboth governmental and private, nonsolicitation and/or noncompetition obligations described on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business Schedule1.1(f) hereto (collectively, the “Employee Covenant ContractsPermits”); (g) to All Intellectual Property owned by the extent not privileged, all of the books and records Sellers that is used in the possession or control of Seller related primarily to the Acquired Assets or conducting the Business, including business recordswithout limitation the Intellectual Property described on Schedule1.1(g) hereto (collectively, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid ExpensesAssigned Intellectual Property”); and (jh) all rights, causes All of actions, claims the Sellers’ documents and credits related records relating to any the Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed LiabilityAssets.

Acquired Assets. On Upon the terms and subject to the conditions contained hereinset forth in this Agreement, at on the ClosingClosing Date, but effective as Seller agrees to, or to cause the other members of the Effective TimeSeller Group to, except for the Excluded Assets, Seller will sell, assign, transfer transfer, convey and deliver to BuyerPurchaser or one or more of its Designated Affiliates, and Buyer will Purchaser agrees to purchase, acquire and accept from Seller, all of Seller’s right, title and interest in and to all the members of the assetsSeller Group, propertiesor to cause one or more of its Designated Affiliates to purchase, rights, Contracts acquire and claims of Seller used or held for use by Seller in its conduct accept from the members of the Business, wherever located, whether tangible or intangible, real or personalSeller Group, free and clear of all Liens other than Permitted Liens Liens, all of the members of the Seller Group’s legal and beneficial right, title and interest in and to the following assets, properties, rights, contracts and claims, which are owned, leased or licensed by the members of the Seller Group on the Closing Date (collectively, the “Acquired Assets”): (i) all Owned Real Property set forth on Schedule 5.7(i), includingtogether with the right, without limitationtitle and interest of the members of the Seller Group in and to all buildings, the following:improvements, structures, facilities, fixtures and all other appurtenances thereto; (aii) Leased Real Property of any member of the Seller Group, and all Leases entered into after the date of this Agreement and prior to the Closing Date in accordance with Section 8.2; (iii) all rights inventories or raw materials, work-in-process, finished goods, parts, office and other supplies, packaging materials and other inventories of Seller with respect the Automotive Business to the accounts maintained to collect and remit education-related payments on behalf of extent reflected in Estimated Closing Working Capital, as the customers of same may be adjusted in the Business Adjustment Statement (the “AccountsInventory”); (biv) all machinery, equipment, furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Automotive Business to the extent reflected in Estimated Closing Working Capital, as the same may be adjusted in the Adjustment Statement (the “Accounts Receivable”); (ev) any all furniture, fixtures, plant, tools (including all Unbilled Reimbursable Tooling Inventory), machinery, equipment, parts, office and all Contracts that are set forth other supplies and other items of tangible personal property of the members of the Seller Group primarily related to or primarily used in the operation of the Automotive Business, whether located on site at the Owned Real Property or Leased Real Property or stored or used off site in the ordinary course of the operation of the Automotive Business (excluding the items listed on Schedule 2.1.1(e2.2(v), all other Educational Institution Contracts in effect as of ) (the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed ContractsPersonal Property”); (fvi) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, Auto Intellectual Property other than the “Employee Covenant Contracts”)Excluded Intellectual Property; (gvii) to the extent not privilegedtheir transfer is permitted under applicable Laws, (A) the Permits and (B) all such Permits obtained after the date hereof and prior to the Closing Date; (viii) all rights of members of the Seller Group under all Contracts used in or held for use in, or directed to the operation of the Automotive Business as currently conducted as of the Closing Date, and all such Contracts entered into after the date hereof and prior to the Closing Date in accordance with Section 8.2, other than Contracts with employees of the Automotive Business who are not Transferred Employees; (ix) all books of account, financial and accounting records, files (including personnel files, workers’ compensation claim files and other employee books and records pertaining to Transferred Employees), invoices and supplier and customer lists relating to and used in, or held for use in, the operation of the Automotive Business and owned by members of the Seller Group; (x) any current prepaid expenses and other current assets of the Automotive Business to the extent reflected in Estimated Closing Working Capital, as the same may be adjusted in the possession Adjustment Statement; (xi) all rights, claims, causes of action, recoveries and rights of reimbursement arising out of, relating to or control of Seller related primarily to otherwise in any way in respect of, the Acquired Assets or the Business, any Assumed Liability including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”); and (j) all rights, causes of actions, claims and credits related to any Acquired Asset or any Assumed Liability, including all guaranteesguaranties, warranties, indemnities and similar rights in favor of members of the Seller Group in respect of any Acquired Asset or any Assumed LiabilityLiability (but with respect to any tax refund claim, tax payment or tax reduction or credit related thereto, the provisions of Section 9.2(i) shall apply); (xii) all rights of members of the Seller Group under the Collective Bargaining Agreements, and all Collective Bargaining Agreements entered into after the date hereof and prior to the Closing Date in accordance with Section 8.2; (xiii) all rights of members of the Seller Group under operating leases relating to tangible personal property of members of the Seller Group related to or used in the operation of the Automotive Business; (xiv) all rights of members of the Seller Group under all manufacturer and/or supplier warranties except to the extent that obligations under such warranties are Excluded Liabilities; (xv) the assets related to Employee Benefit Plans contemplated to be transferred to and assumed by Purchaser in Section 6.1 and 6.2 of this Agreement; and (xvi) all other assets, properties, rights and claims of such members of the Seller Group of any kind and nature primarily related to or primarily used in the operation of the Automotive Business not otherwise described above.

Acquired Assets. On Subject to and upon the terms and subject to the conditions contained herein, at the Closing, but effective as of the Effective Time, except for the Excluded Assetsset forth in this Agreement, Seller will sellhereby sells, assigntransfers, transfer conveys, assigns and deliver delivers to BuyerPurchaser, and Buyer will purchasePurchaser hereby purchases, acquire free and accept from Sellerclear of all Liabilities and Liens, other than the Assumed Obligations, such that Purchaser shall have good and marketable title thereto, free and clear of all Liabilities and Liens other than the Assumed Obligations, all of Seller’s 's right, title and interest in and to the following assets of the Business (collectively, the "Acquired Assets"): 1.1.1. the customer contracts listed on Schedule 1.1.1, to the extent only that such rights, title and interest pertain to the provision of hardware maintenance services (the "Customer Contracts"). The Seller will retain all rights under such contracts to the extent that they relate to the provision of software maintenance and support; 1.1.2. all of the assetsinventory used exclusively in the Business (including, propertieswithout limitation, rightsall replacement parts) of Seller, Contracts whether in transit or otherwise, which inventory is the inventory set forth on Schedule 1.1.2, (the "Inventory"), which Inventory is currently in the possession of the Purchaser's field technicians or is in the possession of BCP Systems, Inc. ("BCP"), in Placentia, California; 1.1.3. all machinery, equipment, parts, tools and claims of Seller used or held for use other fixed assets that are owned by Seller and used in its conduct the carrying on of the Business, wherever located, whether tangible which includes the machinery, equipment, parts, tools, and other fixed assets set forth on Schedule 1.1.3 (the "Equipment"), which Equipment is currently in the possession of the Purchaser's field technicians or intangibleis in the possession of BCP, real in Placentia, California; and 1.1.4. the "T&M" accounts receivable of the Business as at the date hereof, for which a partial listing, as of August 31, 2001, is set forth on Schedule 1.1.4 (the "Accounts Receivable"). The Seller undertakes to provide to the Purchaser, on or personalprior to October 15, 2001, a replacement Schedule 1.1.4, initialed on behalf of the Seller by its signatory hereto. The Seller represents and warrants to the Purchaser that the aggregate face amount of the Accounts Receivable, as shall be set forth on the replacement Schedule 1.1.4, shall be at least $40,000, less the aggregate amount of any credits issued by Seller and approved by Purchaser, from August 31, 2001 to the date hereof. For the purposes hereof, "Accounts Receivable" shall be deemed to include amounts owing to Seller for services rendered but not invoiced as of the date hereof, to the extent listed on Schedule 1.1.4. The Inventory and Equipment are sold on an "as is" basis, the Seller hereby excluding any and all express or implied warranties as to fitness for a purpose or merchantability in regard to the Inventory and Equipment. Purchaser acknowledges having had the opportunity to evaluate an/or inspect the Inventory and Equipment and accepts them in their current condition. The Seller makes no representation that the Accounts Receivable are collectable. For no additional consideration, the Seller hereby grants to the Purchaser a non-exclusive, non-transferable (except as provided in the next following paragraph of this Section 1.1), irrevocable, worldwide, perpetual, royalty-free license (the "License") of the right to use all documentation, schematics, software and clear of all Liens other than Permitted Liens diagnostic software (collectively, the “Acquired Assets”)"Licensed Material") required in order to setup, includingconfigure, without limitationtest, troubleshoot and repair the products that are to be serviced pursuant to the Customer Contracts, and the Seller hereby delivers to the Purchaser a copy of the Licensed Material. Notwithstanding the foregoing paragraph of this Section 1.1, the following: (a) all rights of Seller Purchaser shall have the right to transfer the License and the Licensed Materials to its affiliates and, with respect the Seller's prior written consent, which consent shall not be unreasonably withheld, to the accounts maintained to collect and remit education-related payments on behalf any successor in interest as a result of the customers sale of the Business (the “Accounts”); (b) all machinery, equipment, furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (f) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”); (g) to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including Purchaser's business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”); and (j) all rights, causes of actions, claims and credits related to any Acquired Asset or any Assumed Liabilitypart thereof, including all guarantees, warranties, indemnities and similar rights in favor a consolidation or a merger of Seller in respect of any Acquired Asset Purchaser with or any Assumed Liabilityinto another entity.

Acquired Assets. On the terms and subject to the terms and conditions contained hereinof this Agreement, at the Closing, but effective as of the Effective TimeBuyer shall purchase from the Seller, except for and the Excluded AssetsSeller shall sell, Seller will selltransfer, assign, transfer convey and deliver to the Buyer, and Buyer will purchase, acquire and accept from Seller, all of Seller’s right, title and interest of the Seller in and to all of the tangible and intangible assets, propertiesbusiness, rights, Contracts goodwill and claims rights of the Seller used in, arising out of, or held for use by Seller in its conduct of related to, the Business, wherever locatedother than the Excluded Assets (all such assets, whether tangible or intangiblebusiness, real or personalgoodwill and rights being purchased hereunder are collectively referred to as the “Acquired Assets”), as the same shall exist immediately prior to the Closing, free and clear of all Liens (other than Permitted Liens (collectively, the “Acquired Assets”Liens), including, without limitation, the following:following (to the extent used in, arising out of, or related to, the Business): (a) raw materials, components, and supplies, work-in-process, processed or finished goods and other items of inventory, and all rights of Seller with respect to the accounts maintained to collect packaging, wrapping, shipping containers and remit education-related payments other parts, wherever located, specifically including any inventory held by third parties for demonstration purposes or on behalf of the customers of the Business (the “Accounts”)consignment; (b) all machinery, equipment, tooling, dies and molds (whether located at the facilities of the Seller or at other locations), furniture, furnishings, fixtures, toolsleasehold improvements, vehicles and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property set forth listed on Schedule 2.1.1(b) (“Fixed Assets”1.1(b); (c) all Business Intellectual Property set forth on Schedule 1.1(c), the goodwill associated therewith, licenses and sublicenses granted or obtained with respect thereto, and rights thereunder, remedies against infringements thereof, and rights to protection of interests therein under the Laws of all jurisdictions, and all rights granted to the Buyer under the Intellectual Property License Agreement (the “Ultrasonics Intellectual Property”), subject to the limitations set forth in Section 2.4; (d) to the extent that the same are assignable, agreements, contracts, unfulfilled sales orders with customers listed on Schedule 1.1(d), unfulfilled purchase orders entered into with suppliers listed on Schedule 1.1(d), licenses, commitments, plans, instruments, arrangements, understandings and proposals, documents and leases (whether of real or personal property) (including, without limitation, any such agreements, contracts, licenses, commitments, documents and leases listed on Schedule 5.13), including all third party notes amendments and trade accounts receivable of customers arising out of Seller’s operation of the Business supplements thereto (collectively, the “Accounts ReceivableContracts”), subject to the limitations set forth in Section 2.4; (e) any all payments, deposits (including, without limitation, customer deposits or prepayments on unfulfilled sales orders) and all Contracts that are prepaid expenses set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”1.1(e); (f) all claims, choses-in-action, warranties, refunds, rights under any of recovery, rights of set-off and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations rights of recoupment set forth on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”Schedule 1.1(f); (g) to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records[intentionally omitted]; (h) to the extent that the same are assignable, all Permits, including those Permits held by Seller that which are used or held for use in its operation of the Businesslisted on Schedule 5.8; (i) all prepaid assets rights to receive mail, email, faxes and other similar items, including prepaid expenses, deferred charges, advance payments communications addressed to the Seller and other prepaid items, in each case, arising out of Seller’s operation of relating to the Business (including communications from customers, suppliers, distributors, agents and others and payments with respect to the Acquired Assets), all of which shall be forwarded to the Buyer; (j) all records, files, documents and correspondence, lists, drawings, specifications, ▇▇▇▇ of materials, studies, reports, advertising and promotional materials, and other printed or written materials, relating to the Business, including all electronic and printed copies of each of the foregoing; (k) rights to the name “Prepaid Expenses”Misonix” granted by the Intellectual Property License Agreement; (l) the domain names listed on Schedule 1.1(l); and (jm) all rights, causes of actions, claims and credits related to any Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed Liabilityother Assets included on Schedule 1.1(m).

Acquired Assets. On Upon the terms and subject to the conditions contained hereinset forth in this Agreement, at the Closing, but Closing and effective as of the Effective Time, except for the Excluded AssetsClosing Date, Seller will shall sell, assign, transfer transfer, convey and deliver deliver, free and clear of any Liens other than Permitted Liens, to BuyerPurchaser, and Buyer will purchase, Purchaser shall purchase and acquire and accept from Seller, Seller all of Seller’s 's right, title and interest in and to all of the following assets, propertiesproperties and rights owned or held by Seller on the Closing Date. (a) all tangible assets (including all machinery, rightsequipment, Contracts tools, spare and claims of Seller replacement parts and components, furnishings, furniture, office supplies, transport and logistical equipment, office and computer equipment and hardware, but excluding any such items constituting Acquired Real Property), used or held for use by Seller or any of its Affiliates primarily in its the operation or conduct of the Pessac Business, wherever located, whether tangible or intangible, real or personal, free and clear as the same shall exist as of all Liens other than Permitted Liens the Closing Date (collectively, the “Acquired "Business Assets”"), including, including without limitation, limitation the following: items listed in Part A of Schedule 1.1.1 (a) all rights of Seller with respect to the accounts maintained to collect and remit education-related payments on behalf ), being understood that said list shall be regarded as an indication of the customers main items present on the Pessac Facility and does not preclude Purchaser to claim for the sale and transfer under this Agreement of the Business (the “Accounts”); (b) all any other furniture, office equipment, machinery, equipment, furniture, furnishings, fixturesoffice supplies, tools, vehicles spare and replacement parts, communication equipment, computer hardware and other tangible personal property held or used owned by Seller which are not listed in its operation of said Schedule for any reason provided they are primarily used in the Business, including Pessac Business as at the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”);Closing Date. (ca) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) includes any and all Contracts that are set forth on equipment and machinery purchased by Seller under the GSK Agreements as well as any assets financed by GSK under the same agreements but which have become the Seller’s property within the frame of, and in compliance with, the GSK Agreements. Part B of Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”);1.1.1 (fa) all rights lists the equipment and machinery that were financed by GSK under any the GSK Agreements and all Contracts which impose confidentialityare not proprietary to Seller but are GSK’s sole ownership as at the date of this Agreement; such items shall not be transferred to Purchaser at Closing, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, but shall become Purchaser’s ownership under the Business (collectively, the “Employee Covenant Contracts”); (g) to the extent not privileged, all of the books terms and records conditions provided for in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”); and (j) all rights, causes of actions, claims and credits related to any Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed LiabilityGSK Agreements.

Acquired Assets. On Upon the terms and subject to the conditions contained hereinof this Agreement, at the ClosingClosing and effective at the Closing Date, but effective as of the Effective Time, except for the Excluded Assets, Seller will Sellers shall sell, assignconvey, transfer transfer, assign and deliver to the Buyer, and the Buyer will shall purchase, acquire receive and accept from Seller, all of Seller’s right, title and interest in and to all of the assets, properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct of the Business, wherever located, whether tangible or intangible, real or personalSellers, free and clear of all Liens (except for Permitted Liens), all of the Acquired Assets. ³Acquired 1 It is assumed for purposes of this draft that the Buyer is an entity with substantial assets and net worth. In the alternative, a Buyer Parent entity with such qualifications will be added to this Agreement as a guarantor of the Buyer¶s obligations hereunder. (a) All Owned Property as set forth on Schedule 3.5. (b) All Company Intellectual Property. (c) The machinery, equipment, vehicles, parts, computers, computer equipment, copiers, security systems, operating manuals, office furniture and fixtures, office supplies and other than Permitted Liens tangible personal property owned by Sellers, or to the extent included as Assumed Contracts, leased by Sellers, and located at the Facilities and required to support the Acquired Programs (collectively, the “Acquired Assets”³Equipment´). (d) All of Sellers¶ rights under the programs listed on Schedule 1.1(d) (such programs, the ³Acquired Programs´). (e) Any and all raw materials, work in process and finished goods inventory that are located at the Facilities and classified as ³inventory´ on the financial statements relating to the Business and that are not excess or obsolete as deemed in accordance with the Sellers¶ accounting policies and practices (the ³Purchased Trade Inventory´). (f) Any and all tooling inventory located at the Facilities and classified as ³tooling inventory´ on the financial statements relating to the Business (the ³Purchased Tooling Inventory´) and any supplies and spare parts for maintenance of Purchased Tooling Inventory. (g) All of Sellers¶ rights under all Contracts assigned to, and assumed by, Buyer, which are set forth on Schedule 1.1(g) (such Contracts, the ³Assumed Contracts´). (h) To the extent transferable under applicable Law or with the Consent of any third-party, if necessary and obtained, all Licenses and Permits, certifications and approvals from all permitting, licensing, accrediting and certifying agencies, and the rights to all data and records held by such permitting, licensing and certifying agencies. (i) All goodwill of the Business as a going concern and all other intangible properties of the Business. (j) All documents related exclusively to the Business consisting of production records, engineering records, purchasing and sales records, accounting records, business plans, budgets, cost and pricing information, correspondence, prospective client information, customer and vendor lists and data and other records and files, wherever located (including, without limitation, any such records maintained in connection with any computer system) related to the following:Business, other than those documents that are Excluded Assets. (ak) all rights of Seller with respect All landline telephone numbers related to the accounts maintained Business. (l) Subject to collect the exclusions and remit education-qualifications set forth in this Agreement, all other or additional privileges, claims, causes of action, rights, interests, properties and assets of every kind and description related payments exclusively to the Business and reflected as such on behalf of the customers of financial statements relating to the Business (the “Accounts”); (b) all machinery, equipment, furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (f) excluding all rights and avoidance claims of Sellers arising under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”Bankruptcy Code); (g) to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”); and (j) all rights, causes of actions, claims and credits related to any Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed Liability.

Acquired Assets. On Upon the terms and subject to the conditions contained hereinof this Agreement, at the Closing, but effective Pathmark and Plainbridge, as applicable, shall sell, transfer, assign, convey, and deliver to Purchasers (as designated by Purchasers), and Purchasers shall purchase, accept, and acquire from Pathmark and Plainbridge, as applicable, free and clear of any and all Liens, all of the Effective Timeright, title and interest of Pathmark and Plainbridge, as applicable, in and to the following assets (collectively, the "Acquired Assets"), except for the assets listed on Schedule 2.1 hereto (the "Excluded Assets"): (a) Readily Saleable Merchandise remaining on the Closing Date after Pathmark has reduced the inventory level to a level as low as reasonably practicable while maintaining adequate service levels, Seller which shall not exceed (including "price break" inventory) 2,825,000 cases collectively at the Grocery Facilities and at the Dayton Facility (collectively, the "Transferred Inventory"), but Pathmark and Plainbridge will sellhave no "external price-break" inventory; (b) All of Pathmark's rights and benefits under the Assumed Contracts and the Assumed Collective Bargaining Agreements; (c) All machinery, assignequipment (including, transfer without limitation, all computers located in or at the Grocery Facilities), office materials, tools, pallets, spare parts, supplies and deliver to Buyerall other tangible personal property located in and at the Grocery Facilities or otherwise primarily benefitting the Grocery Facilities, and Buyer will purchasethe leasehold improvements currently in, acquire on, or attached to the Grocery Facilities including, without limitation, the equipment itemized on Exhibit B hereto and accept from Sellerthe racks at or attached to each of the Grocery Facilities and all parking lot improvements (collectively, the "Grocery Assets"). A list of all leasehold improvements at the Grocery Facilities is attached hereto as Exhibit B; (d) All machinery, equipment (including, without limitation, all computers located in or at the Dayton Facility), office materials, tools, pallets, spare parts, supplies and all other tangible personal property located in and at the Dayton Facility or otherwise primarily benefitting the Dayton Facility, and the leasehold improvements currently in, on or attached to the Dayton Facility including, without limitation, the equipment itemized on Exhibit B hereto and the racks at or attached to the Dayton Facility and all parking lot improvements (collectively, the "Frozen Food Assets"). A list of Seller’s all leasehold improvements at the Dayton Facility is attached hereto as Exhibit B; (e) All of Plainbridge's right, title and interest in and to certain real property more particularly described in Exhibit D hereto located in Woodbridge, Middlesex County, New Jersey, including all of the assetsstructures and improvements thereon, propertiesall easements, rights-of-way, Contracts privileges, zoning and claims development rights and other rights and benefits, if any, which are appurtenant to such real property, and all right, title and interest of Seller used Plainbridge in and to any gaps, strips or held for use by Seller gores adjoining or adjacent to such real property and in its conduct and to any land lying in the bed of the Businessany street, wherever locatedroad or avenue, whether tangible open or intangibleproposed, in front of or adjoining such real or personal, free and clear of all Liens other than Permitted Liens (collectively, the “Acquired Assets”), including, without limitation, the following: (a) all rights of Seller with respect to the accounts maintained to collect and remit education-related payments on behalf of the customers of the Business property (the “Accounts”); (b) all machinery, equipment, furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (f) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”); (g) to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”"Woodbridge Facility"); and (jf) all rightsAll of Pathmark's right, causes title and interest (i) as tenant under (A) that certain Lease dated June 15, 1994 by Dayton Properties Associates, as landlord, and Pathmark, as tenant, relating to the Dayton Facility, as amended by First Amendment to Lease dated January 16, 1995 (the "Dayton Facility Lease"), and (B) that certain Four Party Agreement among Dayton Properties Associates, DKM Properties Corp., Dayton Property Owners Association, and Pathmark dated June 15, 1994; (ii) as tenant under that certain Net Lease dated March 11, 1996 by ▇▇▇▇▇▇▇▇ ▇▇▇▇ Associates, as landlord, and Pathmark, as tenant (the "Brunswick Facility Lease") relating to the Brunswick Facility; and (iii) as tenant under that certain Agreement of actionsLease dated October 1, claims 1983 by ▇▇▇▇ ▇▇▇▇ Corporation, as landlord, and credits related Pathmark (formerly known as Supermarkets General Corporation), as tenant, as amended by Renewal Agreement and Lease Amendment dated April 30, 1993, (the "Banana Ripening Facility Lease"; together with the Dayton Facility Lease, the Brunswick Facility Lease and the Woodbridge Facility, collectively referred to any herein as the "Acquired Asset or any Assumed LiabilityFacilities"). Notwithstanding anything to the contrary in this Agreement, including all guarantees, warranties, indemnities Plainbridge's sale of the Woodbridge Facility and similar rights in favor Pathmark's assignment of Seller in respect of any Acquired Asset or any Assumed Liabilityits interests under the Assigned Leases to CSWG will be made subject to the Permitted Encumbrances.

Acquired Assets. On Upon the terms and subject to the conditions contained hereinof this Agreement, at the Closing, but effective as of the Effective TimeParent agrees to cause Buyer to acquire from Seller, except for the Excluded Assetsand Buyer agrees to acquire from Seller, and Seller will agrees to sell, assigntransfer, transfer assign and deliver to Buyer, free and Buyer will purchase, acquire and accept from Sellerclear of all Liens other than Permitted Liens, all of Seller’s right, title and interest in in, to and to all of under the following assets, properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct of as the Business, wherever located, whether tangible or intangible, real or personal, free and clear of all Liens other than Permitted Liens same shall exist on the Closing Date (collectively, the “Acquired Transferred Assets”), including, without limitation, provided that the following:assets set forth in clause (s) below shall be a “Transferred Asset” only for the purposes of this Article II): (a) all rights of Seller with respect collateral materials, brochures, manuals, promotional materials, sales materials, display materials and product information materials related exclusively to the accounts maintained to collect and remit education-related payments on behalf of the customers of the Business (the “Accounts”)Business; (b) all machinery, equipment, furniture, furnishings, fixtures, tools, vehicles of the Equipment (including those items listed on Section 2.01(b) of the Disclosure Letter); (c) all Contracts that are exclusively related to the Business and other tangible personal property held or are currently used by Seller in its the operation of the Business, including the items of personal property set forth Contracts listed on Schedule 2.1.1(bSection 2.01(c) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business Disclosure Letter (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (d) the real estate leases, subleases, unattached trade fixtures and leasehold improvements for Leased Real Property that are listed on Section 2.01(d) of the Disclosure Letter; (e) the Transferred Domain Names; (f) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”)Transferred Trade Secrets; (g) to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded RecordsCopyrights; (h) all Permits held by Seller that are used or held for use in its operation of the BusinessTransferred Trademarks and associated goodwill; (i) all prepaid assets Permits used exclusively in the Business and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation not otherwise required or used by Seller or its Subsidiaries outside of the Business Business, but only to the extent transferable or assignable without additional cost to Seller or its Subsidiaries (the “Prepaid Expenses”other than nominal administrative filing fees which shall be paid by Seller); and; (j) all rightsAccounts Receivable; (k) all Seller Deposits associated with Assumed Contracts or other Transferred Assets, or related to other Assumed Liabilities; (l) all Prepayments associated with Assumed Contracts or other Transferred Assets, or related to other Assumed Liabilities, subject to the proration provisions of Section 5.10(a); (m) all lists of current customers, suppliers, resellers and material vendors of the Business and all maintenance, service and support records for such current customers; (n) all causes of actionsaction, claims, demands, rights (including rights under or pursuant to warranties, representations and guarantees made by suppliers, manufacturers or contractors) and privileges against third parties, whether liquidated or unliquidated, fixed or contingent, c▇▇▇▇▇ or inchoate that relate to events or breaches occurring on or prior to the Closing Date which relate exclusively to the Business, Transferred Assets or Assumed Liabilities, exclusive of causes of action, claims and credits related to rights which Seller may have under any Acquired Asset insurance contracts or policies insuring the Transferred Assets; (o) all Inventory; (p) all confidentiality, nondisclosure and assignment of invention agreements entered into by Seller or any of its Subsidiaries with any Person other than current or former employees of the Business and relating exclusively to the Transferred Assets or the Assumed Liability, including all guarantees, warranties, indemnities Liabilities and other than confidentiality and similar agreements entered into by Seller relating to a potential sale of the Business, the Transferred Assets or the Assumed Liabilities; (q) all marketing documents, business records, customer maintenance, service and support records, programmer logs and correspondence, in whatever form (electronic, written or otherwise) related exclusively to the Business, the Transferred Assets or the Assumed Liabilities; provided that such books and records shall expressly not include documents, materials or information which are subject to attorney-client, work product or similar privilege or which were prepared in connection with the transactions contemplated by this Agreement or the sale of the Business, the Transferred Assets or the Assumed Liabilities (other than copies of the Unaudited Financial Statements and the Audited Financial Statements); and provided, further, that, subject to Section 5.03(b), Seller shall be permitted, but shall not be obligated, to retain copies of all such books and records which are Transferred Assets; (r) all Software owned by Seller that (i) is embodied in the Products or (ii) used exclusively in the Business; (s) all Intellectual Property rights embedded in, and all Software owned by Seller embodied in, the Legacy Products and the New Products; (t) personnel records for each Transferred Employee who consents to the transfer of such personnel records; (u) (i) copies of the Unaudited Financial Statements and the Audited Financial Statements and (ii) financial records related exclusively to the Business, the Transferred Assets or the Assumed Liabilities that in favor the ordinary course of business as of the date hereof are located at the Leased Real Property; provided that subject to Section 5.03(b), Seller in respect shall be permitted, but shall not be obligated, to retain copies of any Acquired Asset or any Assumed Liabilityall such records; (v) all of the assets specifically identified on Section 2.01(v) of the Disclosure Letter; and (w) all of Seller’s goodwill in, and going concern value of, the Business and the Transferred Assets.

Acquired Assets. On the terms and subject to the conditions contained herein, at the Closing, but effective as The Acquired Assets shall consist of the Effective Timefollowing property, except for the Excluded Assets, Seller will sell, assign, transfer rights and deliver to Buyer, and Buyer will purchase, acquire and accept from Seller, interests: (i) all of Seller’s right, title and interest in the Terminals, Including all Owned Real Property, and, to the extent any required Consents have been obtained for any Leased Real Property requiring such Consents, such Leased Real Property, and to all of the assetsleasehold improvements, propertiesplant tangible personal property, rights, Contracts and claims equipment of Seller used or held for use by Seller in its conduct of other interests therein located at or identified to or otherwise belonging to the Business, wherever located, whether tangible or intangible, real or personal, free and clear of all Liens other than Permitted Liens (collectively, the “Acquired Assets”Terminals listed on Schedules 2.1(a), including, without limitation, the following: (a3.9(a) all rights of Seller with respect to the accounts maintained to collect and remit education-related payments on behalf of the customers of the Business (the “Accounts”3.9(b); (bii) the Inventory of Seller, whether located at the Terminals or in transit thereto or therefrom; (iii) the Vessels; (iv) all machinerySeller’s records relating exclusively to the Vessels, equipmentIncluding certificates (to the extent permitted by applicable Legal Requirement to be transferred), furnituremaintenance and repair, furnishingsarchitectural plans and records, fixturesclassification records and correspondence with classification society and U.S. Coast Guard, toolsyard work, vehicles purchasing records, and other tangible personal property vendor records, in whatever form, Including computer programs and data compilations; (v) the Vehicles; (vi) to the extent permitted by applicable Legal Requirement to be transferred and except to the extent noted on Schedule 3.10, all Permits issued by any Governmental Body held or used by Seller in its connection with the ownership or operation of any of the BusinessAcquired Assets, including Including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”)Terminals or the Vessels; (cvii) all of Seller’s rights, title, and interest in the Assigned Contracts listed on Schedule 3.11; provided that, only with the written consent of Seller, Buyer may, prior to Closing, exclude certain Assigned Contracts after reviewing the same and amend Schedule 3.11 accordingly, and any such excluded Contracts shall thereafter not be subject to any provision of this Agreement for any purpose; (viii) all of Seller’s rights, title, and interest in the furniture and equipment used in connection with the Business Intellectual and located on the Real Property; (dix) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (f) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”); (g) to the extent not privileged, all of the books and records in the possession or control of Seller related primarily (or copies thereof), directly relating to the Acquired Assets or the Business, including business Including maintenance and repair records, filesplans, research material, tangible drawings and electronic data, documents, personnel records with respect piping diagrams relating to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”)Terminals; and (jx) all rights, causes of actions, claims and credits related the Seller’s rights to proceeds from Insurance Claims for damage to any of the Acquired Asset Assets arising prior to the Closing and not repaired by Seller on or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed Liabilityprior to Closing to the extent agreed pursuant to Section 2.5 below.

Acquired Assets. On Subject to the terms and subject to conditions of this Agreement, and in reliance on the conditions contained representations, warranties and agreements set forth herein, at the Closing, but effective Closing (as of the Effective Time, except for the Excluded Assetsdefined in Section 2), Seller will shall sell, assignconvey, transfer transfer, assign and deliver to Buyer, and Buyer will purchase, acquire and accept shall purchase from Seller, all of Seller’s 's right, title and interest in and to all of the assets, properties, rights, Contracts and claims assets of Seller used or held for use by Seller in its conduct of the Businessevery kind, tangible and intangible, wherever located, whether tangible or intangibleexcepting only those assets specifically excluded in Section 1.2, real or personaland including, free without limitation: (a) the office furniture and clear of equipment, computers, leasehold improvements and vehicles listed in Schedule 1.1.A; (b) all Liens computer software owned by Seller and Seller's interest in any computer software licensed by it from others; (c) all office supplies; (d) the client agreements and arrangements set forth in Schedule 1.1.B; (e) the office leases, equipment leases and other than Permitted Liens agreements, contracts and instruments listed in Schedule 1.1.C (collectively, the “Acquired Assets”except as otherwise provided therein), including, without limitation, the following: Termination Agreement (a) all as defined in Section 3.4), except for such rights and obligations of Seller with respect to the accounts maintained to collect and remit education-related payments on behalf of the customers of the Business (the “Accounts”); (b) all machinerythereunder as shall be retained by Seller, equipment, furniture, furnishings, fixtures, tools, vehicles and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property as set forth on in Schedule 2.1.1(b) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”)3.4.A; (f) all rights prepayments and deposits, including, without limitation, security deposits under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”)leases; (g) to the extent not privilegedcorporate name "Advanced Staffing Solutions, Inc.", all logos, trademarks, service marks, domain names, trade names (including, without limitation, copyrights and registrations and applications for registration of any of them), all of Seller's rights to use the books name "Select Staffing" under the Termination Agreement and records any other intellectual property rights of Seller, all of which are listed in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded RecordsSchedule 1.1.D; (h) originals or true copies of all Permits held books and records of Seller pertaining to the assets referred to in subparagraphs (a) through (g) above, including customer lists and credit files, and all those pertaining to Seller's employees who are hired by Seller that are used or held for use in its operation of the BusinessBuyer pursuant to Section 10.1; (i) all prepaid assets permits, licenses, approvals and other similar itemsgovernmental authorizations relating to Seller's business which are transferable to Buyer, including prepaid expensesall of which are listed in Schedule 1.1.E; (j) any other assets not referred to in Section 1.2 which are used by Seller in connection with its businesses of placing temporary personnel and providing "payrolled employees" (as defined in Section 1.3(e)), deferred chargesincluding, advance payments without limitation, all telephone and other prepaid items, facsimile numbers used by Seller in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”)connection with such businesses; and (jk) all rights, causes of actions, claims and credits related the good will pertaining to any Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed Liability.Seller's business;

Acquired Assets. On Subject to the terms and subject to the conditions contained hereinset forth in this Agreement, at the ClosingClosing referred to in Article 4 hereof, but effective as of the Effective Time, except for the Excluded Assets, Seller will shall sell, assign, transfer and deliver to the Buyer, and the Buyer will shall purchase, acquire and accept from Sellertake assignment and delivery of, all of the following assets of the Seller used in or relating to the Pressure Sensitive Business, with the exception of the Excluded Assets (as defined in Section 1.2) (all of which assets are hereinafter referred to collectively as the "ACQUIRED ASSETS"): (a) All machinery, equipment, installations, fixtures, furniture, tools, supplies, materials and other personal property used primarily in connection with the Pressure Sensitive Business, including without limitation those items described on SCHEDULE 1.1(a) hereto, with such additions thereto and deletions therefrom as may hereafter arise in the ordinary course of business prior to the Closing consistent with the Seller’s right's obligations under Article 8 hereof (the "EQUIPMENT"); (b) All of the Seller's inventories held for use primarily in the Pressure Sensitive Business, title including raw materials, stores and interest spare parts, work in process and finished goods, including without limitation those items described on SCHEDULE 1.1(b) hereto and the Designated Inventory described in Section 3.2(b), with such additions thereto and deletions therefrom as may hereafter arise in the ordinary course of business prior to the Closing consistent with the Seller's obligations under Article 8 hereof (the "INVENTORIES"), to the extent reflected on the Closing Statement (as finally adjusted pursuant to Section 3.2) except as provided in Section 3.2(b); (c) All of the Seller's prepaid expenses relating primarily to the Pressure Sensitive Business, to the extent reflected on the Closing Statement (as finally adjusted pursuant to Section 3.2) (the "PREPAID EXPENSES"); (d) All of the Seller's rights under all leases of personal property used primarily in connection with the Pressure Sensitive Business, including the leases listed on SCHEDULE 1.1(d) and any other leases for personal property entered into by the Seller and an unaffiliated third party in connection with the Pressure Sensitive Business prior to the Closing consistent with the Seller's obligations under Article 8 hereof (the "PERSONAL PROPERTY LEASES"); (e) All of the Seller's rights under all contracts and agreements, including without limitation the supply agreements, entered into by the Seller and an unaffiliated third party primarily in connection with the Pressure Sensitive Business, including the contracts listed on SCHEDULE 1.1(e) and any other such contracts entered into by the Seller primarily in connection with the Pressure Sensitive Business prior to the Closing consistent with the Seller's obligations under Article 8 hereof (the "CONTRACTS"); (f) All of the Seller's rights under the 1997-2002 collective bargaining agreement between the Seller and United Paperworkers International Union AFL-CIO Local #1069 (the "UNION") solely as it governs the terms of employment of current hourly employees of the Pressure Sensitive Business (the "COLLECTIVE BARGAINING AGREEMENT"); provided, that the Seller's rights under the Collective Bargaining Agreement shall not be assumed by the Buyer if the Buyer and the Union enter into a mutually acceptable substitute contract prior to Closing; (g) All of the Seller's rights under purchase orders outstanding on the Closing Date and relating primarily to the Pressure Sensitive Business, including the purchase orders listed on SCHEDULE 1.1(g) and any other purchase orders issued or accepted by the Seller primarily in connection with the Pressure Sensitive Business prior to the Closing consistent with the Seller's obligations under Article 8 hereof (the "PURCHASE ORDERS"); (h) All of the Seller's accounts receivable relating primarily to the Pressure Sensitive Business outstanding on the Closing Date, to the extent reflected on the Closing Statement (as finally adjusted pursuant to Section 3.2) (the "ACCOUNTS RECEIVABLE"); (i) All of the Seller's rights with respect to all Intellectual Property (as defined in Section 5.13) of the Seller used primarily, or held primarily for use, in connection with the Pressure Sensitive Business or as the Buyer may reasonably require to conduct the Pressure Sensitive Business subsequent to the Closing, including the Intellectual Property listed on SCHEDULE 1.1(i) hereto but excluding the Intellectual Property to be used by the Seller to provide services pursuant to the Site Separation and Services Agreement (as defined in Article 9); (j) to the extent transferable, all of the assetsSeller's rights with respect to all computer software programs used primarily in the Pressure Sensitive Business or as the Buyer may reasonably require to conduct the Pressure Sensitive Business subsequent to the Closing but excluding the computer software programs to be used by the Seller to provide services pursuant to the Site Separation and Services Agreement; (k) to the extent transferable, properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct all of the Seller's rights with respect to any licenses, permits, concessions, orders, authorizations, approvals or registrations from, of or with any Governmental Entity (as defined in Article 17) and relating primarily to the Pressure Sensitive Business; (l) subject to Section 12.3, wherever located, whether tangible or intangible, real or personal, free and clear all existing records of all Liens other than Permitted Liens (collectively, the “Acquired Assets”)Seller relating primarily to the Pressure Sensitive Business, including, without limitation, the following: (a) all rights of Seller with respect to the accounts maintained to collect property records, production records, purchasing and remit education-related payments on behalf of the customers of the Business (the “Accounts”); (b) all machinerysales records, equipment, furniture, furnishings, fixtures, tools, vehicles personnel and other tangible personal property held or used by Seller in its operation of the Business, including the items of personal property set forth on Schedule 2.1.1(b) (“Fixed Assets”); (c) all Business Intellectual Property; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation of the Business (the “Accounts Receivable”); (e) any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as of the Closing and all other Payor Contracts in effect as of the Closing (collectively, “Assumed Contracts”); (f) all rights under any and all Contracts which impose confidentiality, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed in, or engaged as consultants or independent contractors to, the Business (collectively, the “Employee Covenant Contracts”); (g) payroll records to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoicestransferable under applicable law, customer lists, vendor listscredit records, service provider lists, sales accounting records and promotional literature, catalogs and advertising material used for such other records as the marketing of products or services, on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for Buyer may reasonably require to conduct the purpose of facilitating Pressure Sensitive Business subsequent to the preparation of Tax Returns and (ii) the Excluded RecordsClosing; (hm) all Permits held by Seller claims, choses in action or causes of action that are used or held for use in its operation of relate to the Pressure Sensitive Business; (in) all prepaid assets and other warranties or similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of rights that relate to the Business (the “Prepaid Expenses”)Acquired Assets; and (jo) all rights, causes of actions, claims electrical transformers that relate primarily to the Pressure Sensitive Business and credits related to any Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed Liabilityidentified on SCHEDULE 1.1(o).

Acquired Assets. On Subject to the terms and subject to the conditions contained hereinset forth in this Agreement, at the ClosingClosing referred to in Section 4 hereof, but effective as of the Effective Time, except for the Excluded Assets, Seller will shall sell, assign, transfer title to and deliver to the Buyer, and the Buyer will shall purchase, acquire title to and accept from Seller, all take assignment and delivery of Seller’s right, title and interest in and to all of the assets, properties, rights, Contracts and claims of Seller used or held for use by Seller in its conduct following assets of the Business, wherever located, whether tangible or intangible, real or personal, free and clear Seller (all of all Liens other than Permitted Liens (collectively, such assets included in this Section 1.1 are hereinafter referred to collectively as the “"Acquired Assets”), including, without limitation, the following:"): (a) all rights of inventories, including raw materials, work in process and finished goods, either which are owned (in whole or in part) by the Seller, or in which the Seller has rights, on the Closing Date (as defined in Section 4.1 hereof) and are used by the Seller in connection with respect the Purchased Business (collectively, the "Inventories"), as more particularly described on the Closing Inventory Schedule to be delivered by the Seller to the accounts maintained Buyer pursuant to collect and remit education-related payments on behalf of Section 4.4 hereof, but excluding the customers of the Business (the “Accounts”)Excluded Assets, referred to in Schedule 1.2; (b) all machinery, equipment, computers, computer peripherals and other hardware, phone systems, cables and wiring, furniture, furnishings, fixtures, tools, vehicles spare parts, supplies, materials and other tangible personal property held or used by Seller in its operation of the Purchased Business, including the items of personal property set forth those which are described on Schedule 2.1.1(b1.1(b) hereto (“Fixed Assets”collectively, the "Equipment"); (c) all Business Intellectual Propertyof Seller's rights as lessee in and to the real property lease dated 01.06.1984 (the "Lease")between Seller and Rheinbeton ("Landlord") for the lease of the Company's main facility in ▇▇▇▇▇▇, Germany; (d) all third party notes and trade accounts receivable of customers arising out of Seller’s operation (billed and unbilled), notes receivable and miscellaneous receivables of the Purchased Business outstanding at Closing listed in Schedule 1.1(d) (but excluding the “Accounts Receivable”receivable due from the Turkish Joint Venture (as defined in Section 4.4 (c)(x) below) and loans due from related parties); (e) all of the Seller's right, title and interest in and to its current corporate name, and any other related trade names, "Von der Bruggen" "Vdb" and "Vdb/hi-tex", and any and all Contracts that are set forth on Schedule 2.1.1(e), all other Educational Institution Contracts in effect as trade name or names now or previously used by the Company or its predecessors (or by which any of the Closing and all other Payor Contracts in effect as of the Closing them were known) (collectively, “Assumed Contracts”collectively "Trade Names"); (f) all rights under any and all Contracts which impose confidentialityof the Seller's title to, invention assignment, nonsolicitation and/or noncompetition obligations on Persons currently or formerly employed interest in, or engaged as consultants or independent contractors toand rights under, the contracts, leases, and agreements described on Schedule 1.1(f) hereto, for the purchase or sale of utilities, equipment, goods, materials and services for use in connection with the Purchased Business (the contracts and agreements referred to in this Section 1.1(f) being referred to herein, collectively, as the “Employee Covenant "Other Contracts”"); (g) all of the Seller's title to, interest in, and rights under, the purchase orders of customers issued to the Purchased Business ("Customer Purchase Orders") and purchase orders of the Purchased Business issued to vendors ("Vdb Purchase Orders"), in each case to the extent not privileged, all of the books and records in the possession or control of Seller related primarily to the Acquired Assets or the Business, including business records, files, research material, tangible and electronic data, documents, personnel records with respect to the Transferred Employees (to the extent permitted by Law), invoices, customer lists, vendor lists, service provider lists, sales and promotional literature, catalogs and advertising material used for the marketing of products or services, listed on whatever medium (including written or electronic form), but excluding (i) Tax Returns and related notes, worksheets, files and documents created primarily for the purpose of facilitating the preparation of Tax Returns and (ii) the Excluded Records; (h) all Permits held by Seller that are used or held for use in its operation of the Business; (i) all prepaid assets and other similar items, including prepaid expenses, deferred charges, advance payments and other prepaid items, in each case, arising out of Seller’s operation of the Business (the “Prepaid Expenses”); and (j) all rights, causes of actions, claims and credits related to any Acquired Asset or any Assumed Liability, including all guarantees, warranties, indemnities and similar rights in favor of Seller in respect of any Acquired Asset or any Assumed Liability.Schedule 1.1