Common use of Sale and Assignment Clause in Contracts

Sale and Assignment. Except for the Excluded Assets described in Paragraph 2 hereof, Grantor hereby grants, bargains, sells, conveys, assigns, transfers, and delivers to Grantee, its successors and assigns, forever, all right, title and interest of Grantor in and to the following property owned by Grantor and located at or used in connection with, and necessary to the operation of the Facility: (a) All furniture, furnishings, trade fixtures, fittings, computers, appliances, apparatus, equipment, machinery, tools, leasehold improvements and fixtures, and all other tangible personal property of every kind and description, together with all accessions, additions, attachments, accessories, appurtenances and replacements parts thereto and thereof (collectively, "Personal Property"); (b) All assignable warranties, surety agreements or guaranties (express or implied) issued in connection with or arising out of the purchase, construction, repair or replacement of any of the foregoing Personal Property, and all rights of Grantor which have accrued or may accrue thereunder; (c) All inventories of consumable and disposable goods and supplies of every kind and description, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and office supplies, (collectively, "Inventory"); (d) All books and records pertaining to the above described Assets. (a) through (d) above are sometimes hereinafter collectively referred to as the "Assets". TO HAVE AND TO HOLD, all and singular the said property unto Grantee, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant with the Grantee that Grantor is, to the best of Grantor's knowledge, the lawful owner of the Assets, that the Assets are free from all liens and encumbrances claiming by, through or under Grantor, and that Grantor has good right and authority to sell the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claiming, or to claim, by, through or under Grantor, the same or any part thereof.

Sale and Assignment. Except for the Excluded Assets described in Paragraph 2 hereof, Grantor Assignor hereby grants, bargains, sells, conveys, assigns, transfers, and delivers to GranteeAssignee, its successors and assigns, forever, all right, title and interest of Grantor Assignor in and to the following property owned owned, leased, used or held by Grantor Assignor and located at or used in connection with, and necessary to the operation of of, the Facility:Facility described on Exhibit A attached hereto (collectively the "Assets"): (a) All furniture, furnishings, trade fixtures, fittings, computers, appliances, apparatus, equipment, machinery, tools, leasehold improvements and fixtures, and all other tangible personal property of every kind and description, together with all accessions, additions, attachments, accessories, appurtenances and replacements parts thereto and thereof (collectively, "Personal Property"); (b) All assignable warranties, surety agreements or guaranties (express or implied) issued in connection with or arising out of the purchase, construction, repair or replacement of any of the foregoing Personal Property, and all rights of Grantor Assignor which have accrued or may accrue thereunder; (c) All inventories of consumable and disposable goods and supplies of every kind and description, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and linens, office supplies, drugs and medical supplies (collectively, "Inventory"); (d) All resident, medical, clinical, personnel files and other records related to the Facility (including both hard and microfiche copies) and all books and records used in operating the Facility; (e) All motor vehicles including, but not limited to, those vehicles listed on Exhibit A, attached hereto (collectively, the "Vehicles"); (f) All contract and leasehold rights and interests pursuant to contracts for purchase or lease of personal property, construction contracts, contracts for purchase, sale or lease of equipment, goods or services currently furnished or to be furnished in connection with the Facility and that are expressly assumed by Assignee pursuant to the Agreement; (g) All trade names under or by which the Facility may be operated or known and all trademarks, trade names and goodwill related to the Facility or the operation of the business of the Facilities; and (h) All books and records pertaining to the above described Assets. (a) through (d) above are sometimes hereinafter collectively referred to as , including the "Assets". TO HAVE AND TO HOLDoperations, all policies and singular the said property unto Grantee, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant with the Grantee that Grantor is, procedures manuals specific to the best of Grantor's knowledgeFacility, if any, as were in place at the lawful Facility at the time the Facility was leased to Assignor by the owner of the Assets, that the Assets are free from all liens and encumbrances claiming by, through or under Grantor, and that Grantor has good right and authority to sell the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claiming, or to claim, by, through or under Grantor, the same or any part thereof.

Sale and Assignment. Except for Subject to the Excluded Assets described terms and conditions of the Agreement, Assignor does hereby sell, assign and transfer to Assignee at the Effective Time on the Closing Date (in Paragraph 2 hereofeach case, Grantor hereby grants, bargains, sells, conveys, assigns, transfers, and delivers to Grantee, its successors and assigns, forever, as defined below) (a) all of Assignor's right, title and interest in, to and under the Trust Estate and the Lessor Documents, and (b) excluding the Letter Agreement Paragraph and the Owner Participant Guaranty, all of Grantor in Assignor's right, title and interest, if any, in, to and under each other Operative Document (collectively, but excluding the Letter Agreement Paragraph, the Owner Participant Guaranty and Reserved Rights (as defined below), the "TRANSFERRED INTERESTS"); provided, that Assignor hereby reserves, and nothing -------- herein shall be construed as a sale, assignment or transfer, of the following property owned by Grantor and located at or used in connection with, and necessary to the operation of the Facility: (a) All furniture, furnishings, trade fixtures, fittings, computers, appliances, apparatus, equipment, machinery, tools, leasehold improvements and fixtures, and all other tangible personal property of every kind and description, together with all accessions, additions, attachments, accessories, appurtenances and replacements parts thereto and thereof (collectively, "Personal PropertyRESERVED RIGHTS"); (b) All assignable warranties, surety agreements or guaranties (express or implied) issued in connection with or arising out of the purchase, construction, repair or replacement of ): any of the foregoing Personal Propertyrights, titles and interests of Assignor in and to each and every indemnity or other payment, and all rights each and every obligation to provide insurance (other than casualty insurance relating to loss of Grantor which have accrued or may accrue thereunder; damage to the Aircraft), on behalf or in favor of Assignor, under the Lessor Documents or any other operative Document to the extent that such indemnities, payments, and obligations relate to losses accruing prior to 12:32 p.m., Las Vegas time (c) All inventories of consumable and disposable goods and supplies of every kind and description, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and office supplies, (collectively, the "InventoryEFFECTIVE TIME"); , on December 15, 1997 (dthe "CLOSING DATE") All books (it being agreed that Assignor retains all obligations related to Reserved Rights); provided further, that such sale, assignment and records pertaining transfer shall be effective only upon the satisfaction or waiver, on or prior to the above described Assets. Effective Time on the Closing Date, of the conditions set forth in Section 7, such satisfaction to be evidenced by Assignor's acceptance from Assignee of the Purchase Price (aas defined in Section 4) through (d) above are sometimes hereinafter collectively referred to as and by the "Assets". TO HAVE AND TO HOLDfiling, all and singular or the said property unto Granteerelease for filing, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant with the Grantee that Grantor is, FAA pursuant to the best of Grantor's knowledge, the lawful owner Act of the AssetsAssignment and Assumption Agreement (FAA) (as defined in Section 5(a)). The closing of the transactions contemplated hereby and by the Assignment and Assumption Agreement (FAA) shall take place at the Effective Time on the closing Date at McCarran International Airport, that Las Vegas, Nevada, with additional activities taking place at the Assets are free from all liens and encumbrances claiming byoffices of ▇▇▇▇▇▇▇ Coie, through or under Grantor▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and that Grantor has good right and authority to sell the same as aforesaid▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claiming▇▇▇▇▇, or to claim, by, through or under Grantor, the same or any part thereofat such other location as Assignor and Assignee shall agree.

Sale and Assignment. Except for the Excluded Assets described in Paragraph 2 hereof, Grantor hereby grants, bargains, sells, conveys, assigns, transfers, and delivers to Grantee, its successors and assigns, forever, all right, title and interest of Grantor in and Subject to the following property owned by Grantor and located at satisfaction or used in connection with, and necessary to the operation waiver of the Facility:conditions set forth in this Agreement, at the Closing and as of the Closing Date, (a) All furnitureWarnaco shall sell, furnishingsassign, trade fixturestransfer, fittings, computers, appliances, apparatus, equipment, machinery, tools, leasehold improvements convey and fixturesdeliver to the Purchaser, and Purchaser shall purchase and acquire, free and clear of all other tangible personal property Encumbrances, all of every kind and description, the outstanding shares of capital stock of the Subsidiaries of Warnaco listed on Exhibit F (together with all accessionsEuralis SAS the "Transferred Subsidiaries") (such shares, additionsthe "Transferred Subsidiary Stock") (such purchase, attachments, accessories, appurtenances and replacements parts thereto and thereof (collectively, the "Personal PropertyEntity Purchase"); (b) All assignable warrantiesWarnaco shall or shall cause its affiliates listed on Exhibit G (collectively with Warnaco, surety agreements or guaranties (express or impliedthe "Asset Sellers" and, together with the Entity Sellers, collectively the "Sellers") issued in connection with or arising out to sell, assign, transfer, convey and deliver to the Purchaser, and Purchaser shall purchase and acquire, all of the purchaseAsset Sellers' right, construction, repair or replacement of any of title and interest in the foregoing Personal Property, and all rights of Grantor which have accrued or may accrue thereunder;Purchased Assets; and (c) All inventories Warnaco shall assign, or shall cause the Asset Sellers to assign, and the Purchaser shall assume and shall agree to pay, perform and discharge when due, all liabilities and obligations of consumable and disposable goods and supplies of every kind and descriptionthe Asset Sellers relating to the Business or the Purchased Assets, whether fixed, absolute, matured, unmatured, accrued or contingent, now existing or arising after the date hereof, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens all liabilities and office supplies, (collectively, "Inventory"); (d) All books and records pertaining to obligations under the above described Assets. (a) through (d) above are sometimes hereinafter collectively referred to as the "Assets". TO HAVE AND TO HOLD, all and singular the said property unto Grantee, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant with the Grantee that Grantor isContracts assigned, to the best of Grantor's knowledgeextent such Contracts are assigned, including to the lawful owner extent such liabilities and obligations are unpaid, undelivered or unperformed on the Closing Date, excluding (i) any liability under the pension obligations owed to Mr. Bilher under the service agreement dated June 13, 1991, and the managing director service agreement dated July 1980, as amended, and (ii) any liability under the Warners (United Kingdom) Limited’s pension scheme, and (iii) any bank loans, amounts due under credit facilities and accrued interest of the AssetsAsset Sellers and (iv) any loans/payables of the Asset Sellers to Warnaco Inc. and entities controlled directly or indirectly by Warnaco Inc. (the "Assumed Liabilities"). (The sale of the Purchased Assets and the Assumption of the Assumed Liabilities shall constitute the "Asset Purchase". The Asset Purchase together with the Entity Purchase, that shall constitute the Assets are free from all liens and encumbrances claiming by, through or under Grantor, and that Grantor has good right and authority to sell "Purchase". The Purchase together with the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend other transactions contemplated by this Agreement shall constitute the title to the Assets against all persons whomsoever lawfully claiming, or to claim, by, through or under Grantor, the same or any part thereof"Transaction".)

Sale and Assignment. Except for the Excluded Assets described in Paragraph 2 hereof, Grantor hereby grants, bargains, sells, conveys, assigns, transfers, and delivers to Grantee, its successors and assigns, forever, all right, title and interest of Grantor in and to the following property owned by Grantor and located at or used in connection with, and necessary to the operation of the Facility: (a) All furnitureEffective upon the Effective Date, furnishingsSeller hereby irrevocably sells and assigns to Buyer, trade fixturesand Buyer hereby irrevocably purchases from Seller: (i) all of Seller’s rights, fittingstitle, computersinterest, appliancesand obligations in Seller’s capacity as a holder under the Note (including any and all interest thereunder (including interest accrued thereunder prior to the date hereof)), apparatus(ii) all of Seller’s rights, equipmenttitle, machineryinterest, toolsand obligations in Seller’s capacity as a “Secured Party” under the Security Agreement dated as of September 2018, leasehold improvements among the Borrower and fixturesthe Secured Parties (defined therein) (the “Security Agreement”), (iii) all of Seller’s rights, title, interest, and obligations in all other documents or instruments delivered pursuant to the Note and Security Agreement or in connection to the Note and Security Agreement to the extent related to the outstanding rights and obligations of Seller (collectively with the Note and Security Agreement, the “Note Documents”), (iii) all associated rights, claims, and interests including, to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of Seller against any person, whether known or unknown, arising under or in connection with the Note Documents, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory claims and all other tangible personal property claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above, and (iv) any rights Seller may have under any other notes issued by Borrower to other holders, including, without limitation, any amendments, restatements or amendments and restatements of every kind the foregoing (the rights and descriptionobligations sold and assigned by Seller to Buyer pursuant to clauses (i), together with all accessions, additions, attachments, accessories, appurtenances (ii) and replacements parts thereto and thereof (collectively, "Personal Property"iii) above being referred to herein collectively as the “Assigned Interest”);. (b) All assignable warranties, surety agreements or guaranties (express or implied) issued in connection with or arising out Through its receipt of the purchaseAssigned Interest, constructionBuyer agrees to be bound, repair or replacement of any with respect to the transferred Obligations (as defined in the Security Agreement), by the provisions of the foregoing Personal Property, and all rights of Grantor which have accrued or may accrue thereunder;Security Agreement that apply to the Secured Parties. (c) All inventories In connection with the assignment of consumable and disposable goods and supplies of every kind and description, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and office supplies, (collectively, "Inventory"); (d) All books and records pertaining the Assigned Interest to the above described Assets. (a) through (d) above are sometimes hereinafter collectively referred to as Buyer, the "Assets". TO HAVE AND TO HOLD, all and singular Seller shall deliver the said property unto Grantee, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant with the Grantee that Grantor is, original Note to the best of Grantor's knowledge, Buyer at the lawful owner of the Assets, that the Assets are free from all liens and encumbrances claiming by, through or under Grantor, and that Grantor has good right and authority address set forth on Buyer’s counterpart signature page to sell the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claiming, or to claim, by, through or under Grantor, the same or any part thereofthis Agreement.

Sale and Assignment. Except Subject to the terms and conditions herein and in reliance upon the respective representations and warranties of the parties set forth herein or in any document delivered pursuant hereto, at the Closing and on the Closing Date, Seller shall sell, convey, assign, transfer and deliver to Buyer, and Buyer shall purchase, acquire and accept, all of the Seller's right, title and interest in and to, all of the assets of Seller except for the Excluded Assets described (as defined below), free and clear of all Liens, including, without limitation, all of its properties, assets and rights of every nature, kind and description, whether accrued, contingent or otherwise and whether now existing or hereafter acquired (collectively, the "Purchased Assets"), other than the Excluded Assets. The Purchased Assets include, without limitation, the following assets and properties of Seller: (a) all assets, except the Excluded Assets, reflected on the Seller's December 31, 2005 Proforma Balance Sheet (attached hereto as Schedule D and prepared in Paragraph 2 hereofaccordance with Seller's normal accounting practices and procedures) (the "Proforma Balance Sheet"), Grantor hereby grantswhich shall be modified to include the revenue and expenses generated by the Seller's on going operations after December 31, bargains2005 to the Closing Date which are of the types of revenue and expenses that have been ordinarily incurred in the conduct of the Seller's ordinary business operations prior to the December 31, sells2005, conveysincluding, assignswithout limitation: (i.) all cash on hand or in a bank as well as all cash equivalents; (ii.) all trade and accounts receivable and other receivables of whatever nature or origin and other indebtedness owing to Seller including the benefit of all collateral, transferssecurity, guaranties and similar undertakings received or held in connection therewith; (iii.) all inventory, wherever located, of finished products and all inventories of raw materials, work-in-process, maintenance and spare parts, supplies and packaging materials, including inventories consigned to vendors or subcontractors and goods in transit (collectively, the "Inventory"); (iv.) all prepaid expenses, deferred changes, advance payments, deposits and rights to refunds from other Persons; and (v.) all vehicles, machinery, equipment, office furniture, fixtures, office equipment, office materials, tools, spare parts and supplies and other tangible personal property, wherever located (collectively, the "Tangible Personal Property"), including without limitation that set forth on Schedule T. (b) all lists of customers (the "Customer List"), namely all accounts (the "Customers") to whom Seller has ever sold products or ever provided services, and delivers any interest Seller has in the Customer List, including Seller's right to Granteeengage in the Business with respect to the Customers; (c) all leasehold and other interests in real property, its successors together with the buildings, improvements, structures, fixtures, easements and assignsother appurtenances or rights used or owned by Seller, foreverin each case wherever located, including, without limitation, those set forth on Schedule E; (d) all right, title and interest of Grantor Seller in and to all contracts, agreements, purchase orders, licenses (including without limitation software licenses) and leases to which Seller is a party (collectively the following property owned by Grantor "Contracts"), whether written or oral, express or implied, including without limitation those set forth on Schedules G and located at or used H; (e) all right, title and interest of Seller in connection with, and necessary to the operation of the Facilityto: (ai.) All furnitureall copyrights, furnishingstrademarks, service marks, trade fixturesnames, fittingslogos, computersEPA Registrations and related data and applications for any of the foregoing, (ii.) all know-how, appliancestrade secrets, apparatustechnology, equipment, machinery, tools, leasehold improvements software and fixtures, production and other processes or formulae, (iii.) all other tangible personal property rights under warranties from suppliers of every kind Inventory and description, together with all accessions, additions, attachments, accessories, appurtenances and replacements parts thereto and thereof (collectively, "Tangible Personal Property"), (iv.) all telephone numbers, postal addresses, electronic mail addresses, domain names, web sites and other intangible proprietary property, and (v.) all approvals, consents, licenses, permits, waivers or other authorizations issued, granted, given or otherwise made available under the authority of any government or political subdivision thereof or any executive, judicial, legislative, regulatory or administrative agency, authority or office, including, without limitation, those set forth on Schedule J; (bf) All assignable warrantiesall engineering and production reports, surety agreements or guaranties consulting reports, health and safety data (express or impliedincluding data in support of EPA Registration) issued marketing data and reports, forecasts, DacEasy billing data, product catalogues, technical equipment information and specifications, mailing lists, vendor and supplier lists, customer lists and any other similar information in connection with or arising out of the purchase, construction, repair or replacement of any of the foregoing Personal Property, and all rights of Grantor which have accrued or may accrue thereundertangible and/or electronic form; (cg) All inventories all goodwill in and going concern value of consumable and disposable goods and supplies of every kind and descriptionthe Business, including without limitationthe right to use the name "Plastic Printing Professionals" and "P3" and any variations thereof, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and office supplies, (collectively, "Inventory")any goodwill related thereto; (dh) All books Covenants not to compete for no less than one year from each shareholder / employee holding 10% or more of the Seller's common stock; (i) all other rights, interests, assets and records pertaining items of property, real or personal, tangible or intangible, owned, used by or accruing to the above described Assets.benefit of Seller or necessary or desirable to enable Buyer to continue the Business substantially as conducted by Seller immediately before the date hereof; and (aj) through the Seller's Working Capital as it exists on the Closing Date. "Working Capital" for this paragraph is defined as follows: current assets (dcash and cash equivalents plus accounts receivable plus Inventory plus prepaids) above are sometimes hereinafter collectively referred minus current liabilities (accounts payable plus accrued expenses plus short term working capital loan plus normal and customary WIP expenses). Prior to as the "Assets". TO HAVE AND TO HOLDClosing, all and singular the said property unto Grantee, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant Seller provided Buyer with the Grantee Proforma Balance Sheet. Buyer has objected that Grantor isthe Proforma Balance Sheet may overstate Seller's accounts receivable as of December 31, 2005 by up to $50,000. Buyer and Seller have agreed that Buyer will withhold $50,000 (or receive other mutually acceptable credits totaling $50,000) from the best Purchase Price. Buyer and Seller will mutually agree within ten (10) days after the Closing Date on the accounts receivable to be reflected in the Proforma Balance Sheet and shall, if appropriate based upon a comparison of Grantor's knowledgethe previously disclosed accounts receivable in the Proforma Balance Sheet and the accounts receivable to be mutually agreed upon, decrease each of the accounts receivable in the Proforma Balance Sheet and the Purchase Price by no more than said $50,000. If Buyer and Seller are unable to mutually agree on the accounts receivable to be reflected in the Proforma Balance Sheet within ten (10) days after the Closing Date, the lawful owner of the Assets, that the Assets are free from all liens and encumbrances claiming by, through or under Grantor, and that Grantor has good right and authority parties shall use procedures substantially similar to sell the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns those proscribed in Section 2.4 to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claiming, or to claim, by, through or under Grantor, the same or any part thereofresolve their dispute.

Sale and Assignment. Except for (a) Subject to the Excluded Assets described in Paragraph 2 hereofpayment by Buyer of the purchase price of $1,150,000, Grantor Seller hereby grants, bargains, sells, conveys, assigns, transfers, transfers and delivers to Granteeassigns unto the Buyer, its successors and assigns, forever, all of Seller's right, title and interest in (i) the Project Documents and the Landfill Gas Recovery Project, including, without limitation, all easements, rights of Grantor way, and appurtenances and all rights to drill for Landfill Gas in all sections of the Landfill, whether developed now or hereafter; (ii) the Landfill Gas and the Landfill Gas reserves at, in and to under the following property owned by Grantor and located at or used in connection with, and necessary to the operation of the Facility:Landfill; (aiii) All furniture, furnishings, trade fixtures, fittings, computers, appliances, apparatus, equipment, machinery, tools, leasehold improvements and fixtures, and the Equipment; and (iv) all other tangible and intangible personal property of every kind property, interests and descriptionrights relating to the Landfill Gas Recovery Project, together with all accessionsincluding, additionswithout limitation, attachmentsany use, accessoriesoccupancy, appurtenances water, environmental, discharge, construction and replacements parts thereto and thereof operating permits or licenses (collectively, the "Personal PropertyPermits");, to the extent assignable. All the foregoing are referred to herein as the "Project Properties." All of Buyer's rights shall be subject to the rights of the District under the Project Documents. (b) All assignable warranties, surety agreements or guaranties (express or implied) issued in connection with or arising out As a material condition hereof and covenant of the purchaseBuyer, constructionthe Buyer agrees to be bound by all the terms, repair or replacement of any covenants, obligations and conditions of the foregoing Personal Property, and all rights of Grantor which have accrued or may accrue thereunder;Project Documents. (c) All inventories The Seller has received from the Buyer simultaneously herewith all of consumable and disposable goods and supplies the following duly executed: (i) the Assignment; and (ii) the Bill of every kind and description, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and office supplies, (collectively, "Inventory");Sale. (d) All books The ▇▇▇er has received from the Seller simultaneously herewith: (i) the Assignment, duly executed by the Seller and records pertaining duly consented to by the District; (ii) the Bill of Sale; (ii▇) ▇uch other instruments of transfer and consent as shall be necessary to transfer to Buyer the rights to the above described AssetsProject Properties. (a) through (d) above are sometimes hereinafter collectively referred to as the "Assets". TO HAVE AND TO HOLD, all and singular the said property unto Grantee, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant with the Grantee that Grantor is, to the best of Grantor's knowledge, the lawful owner of the Assets, that the Assets are free from all liens and encumbrances claiming by, through or under Grantor, and that Grantor has good right and authority to sell the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claiming, or to claim, by, through or under Grantor, the same or any part thereof.

Sale and Assignment. Except for the Excluded Assets described in Paragraph 2 hereof, Grantor Assignor hereby grants, bargains, sells, conveys, assigns, transfers, and delivers to GranteeAssignee, its successors and assigns, forever, all right, title and interest of Grantor Assignor in and to the following property owned owned, leased, used or held by Grantor Assignor and located at or used in connection with, and necessary to the operation of of, the Facility:Facilities described on Exhibit A attached hereto (collectively the "Assets"): (a) All furniture, furnishings, trade fixtures, fittings, computers, appliances, apparatus, equipment, machinery, tools, leasehold improvements and fixtures, and all other tangible personal property of every kind and description, together with all accessions, additions, attachments, accessories, appurtenances and replacements parts thereto and thereof (collectively, "Personal Property"); (b) All assignable warranties, surety agreements or guaranties (express or implied) issued in connection with or arising out of the purchase, construction, repair or replacement of any of the foregoing Personal Property, and all rights of Grantor Assignor which have accrued or may accrue thereunder; (c) All inventories of consumable and disposable goods and supplies of every kind and description, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and linens, office supplies, drugs and medical supplies (collectively, "Inventory"); (d) All resident, medical, clinical, personnel files and other records related to the Facilities (including both hard and microfiche copies) and all books and records used in operating the Facilities; (e) All motor vehicles including, but not limited to, those vehicles listed on Exhibit A, attached hereto (collectively, the "Vehicles"); (f) All contract and leasehold rights and interests pursuant to contracts for purchase or lease of personal property, construction contracts, contracts for purchase, sale or lease of equipment, goods or services currently furnished or to be furnished in connection with the Facilities and that are expressly assumed by Assignee pursuant to the Termination Agreement; (g) All trade names under or by which the Facilities may be operated or known and all trademarks, trade names and goodwill related to the Facilities or the operation of the business of the Facilities; and (h) All books and records pertaining to the above described Assets, including the policies procedures and operations manual specific to each Facility as in place at the time such Facility was leased to Lessee. (a) through (d) above are sometimes hereinafter collectively referred to as the "Assets". TO HAVE AND TO HOLD, all and singular the said property unto Grantee, Grantee's successors and assigns, to their own use and enjoyment forever. And the Grantor does hereby covenant with the Grantee that Grantor is, to the best of Grantor's knowledge, the lawful owner of the Assets, that the Assets are free from all liens and encumbrances claiming by, through or under Grantor, and that Grantor has good right and authority to sell the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claiming, or to claim, by, through or under Grantor, the same or any part thereof.

Sale and Assignment. Except for For good and valuable consideration set forth on the Excluded Assets described in Paragraph 2 hereofsignature page hereto, Grantor the receipt and sufficiency of which are hereby grantsacknowledged, bargains, sells, Seller hereby irrevocably conveys, assigns, transfers, and delivers assigns to GranteeBuyer (the “IP Assignment”), its successors and assigns, foreverBuyer hereby accepts, all of Seller's right, title title, and interest of Grantor in and to the following property owned by Grantor and located at or used in connection with, and necessary to (the operation of the Facility:“Assigned IP”): (a) All furniturethe patents and patent applications set forth on Schedule 1 hereto and all issuances, furnishingsdivisions, trade fixturescontinuations, fittingscontinuations-in-part, computersreissues, appliancesextensions, apparatus, equipment, machinery, tools, leasehold improvements and fixturesreexaminations, and all other tangible personal property of every kind and description, together with all accessions, additions, attachments, accessories, appurtenances and replacements parts thereto and renewals thereof (collectively, "Personal Property"the “Patents”); (b) All assignable warrantiesthe trademark registrations and applications set forth on Schedule 2 hereto and all issuances, surety agreements or guaranties extensions, and renewals thereof (express or implied) issued in connection the “Trademarks”), together with or arising out the goodwill of the purchasebusiness connected with the use of, constructionand symbolized by, repair the Trademarks; provided that, with respect to the United States intent-to-use trademark applications set forth on Schedule 2 hereto, the transfer of such applications accompanies, pursuant to the Asset Purchase Agreement, the transfer of Seller's business, or replacement of any portion of the foregoing Personal Propertybusiness to which the trademark pertains, and all rights of Grantor which have accrued or may accrue thereunderthat business is ongoing and existing; (c) All inventories of consumable the copyright registrations, applications for registration, and disposable goods exclusive copyright licenses set forth on Schedule 3 hereto and supplies of every kind all issuances, extensions, and description, including without limitation, raw materials, work in progress, stock in trade, finished goods, supplies, paper, food, cleaning materials, disposables, linens and office supplies, renewals thereof (collectively, "Inventory"the “Copyrights”); (d) All books all other intangible rights, including but not limited to strategic vision, business connections, personal contacts and records pertaining connections of the Seller which directly related to the above business of the Buyer, as described Assets.and set forth on Schedule 4 hereto; (ae) through royalties, fees, income, payments, and other proceeds now or hereafter due or payable with respect to any and all of the Assigned IP listed above; and (df) above are sometimes hereinafter collectively referred any and all claims and causes of action, with respect to as any of the "Assets". TO HAVE AND TO HOLDforegoing, whether accruing before, on, or after the date hereof, including all rights to and singular the said property unto Granteeclaims for damages, Grantee's successors restitution, and assignsinjunctive and other legal and equitable relief for past, to their own use present, and enjoyment forever. And the Grantor does hereby covenant future infringement, dilution, misappropriation, violation, misuse, breach, or default, with the Grantee that Grantor is, right but no obligation to the best of Grantor's knowledge, the lawful owner of the Assets, that the Assets are free from all liens ▇▇▇ for such legal and encumbrances claiming by, through or under Grantor, equitable relief and that Grantor has good right and authority to sell the same as aforesaid. Grantor covenants on behalf of itself and its successors and assigns to warrant and forever defend the title to the Assets against all persons whomsoever lawfully claimingcollect, or to claimotherwise recover, by, through or under Grantor, the same or any part thereofsuch damages.