ORDERS, REGISTRATIONS,
CERTIFICATES AND SIMILAR RIGHTS OBTAINED FROM ANY GOVERNMENTAL ENTITY AND USED
IN THE BUSINESS, TO THE EXTENT PERMITTED BY APPLICABLE LAW;
(G)
ALL TELEPHONE NUMBERS USED IN THE BUSINESS;
(H)
ALL CUSTOMER AND SUPPLIER LISTS AND NAMES RELATED TO THE BUSINESS
(IN WHATEVER FORM OR MEDIUM);
(I)
COPIES OF ALL FILES, PAPERS, DOCUMENTS AND RECORDS RELATING TO
THE BUSINESS;
(J)
CATALOGUES AND SALES LITERATURE AND MATERIALS, ADVERTISING
MATERIALS, MARKETING MATERIALS AND PLANS, FORMS, CATALOGUES AND MANUALS USED IN
THE BUSINESS;
(K)
ALL COMPUTER HARDWARE, SOFTWARE AND PROGRAMS, TOGETHER WITH ALL
USERS' MANUALS, TRAINING MANUALS AND OTHER SYSTEM AND OPERATIONS DOCUMENTATION
RELATING TO SUCH COMPUTER PROGRAMS USED IN THE BUSINESS;
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(L)
THE OTHER ASSETS OF SELLER (THE "ADDITIONAL ASSETS") LISTED ON
SCHEDULE 1.2(L) WHICH SELLER AND PURCHASER HEREBY AGREE ARE ACQUIRED ASSETS;
(M)
ALL GUARANTIES, WARRANTIES, INDEMNITIES AND SIMILAR RIGHTS IN FAVOR
OF THE SELLER, PARENT OR OWNER WITH RESPECT TO ANY ACQUIRED ASSET; AND
(N)
ALL OTHER PROPERTY, ASSETS AND RIGHTS OWNED BY SELLER, OWNER OR
PARENT AS OF THE CLOSING DATE THAT ARE USED IN THE BUSINESS AND WHICH ARE NOT
OTHERWISE EXCLUDED ASSETS.
1.3
EXCLUDED ASSETS.
THE TERM "EXCLUDED ASSETS" MEANS:
(A)
THE PURCHASE PRICE RECEIVED BY THE SELLER FOR THE ACQUIRED ASSETS;
(B)
ALL RIGHTS OF THE SELLER UNDER THIS AGREEMENT;
(C)
CONTRACTS THAT HAVE EXPIRED BY THEIR TERMS WITHOUT DEFAULT BY
EITHER PARTY OR THAT ARE NOT ASSUMED CONTRACTS;
(D)
ALL REFUNDS OF TAXES AND RIGHTS TO CLAIM SUCH REFUNDS;
(E)
ALL RIGHTS OF THE SELLER WITH RESPECT TO EXCLUDED LIABILITIES,
INCLUDING DEFENSES THERETO AND COUNTERCLAIMS WHICH MAY BE ASSERTED IN RESPONSE
THERETO;
(F)
EXCEPT AS CONTEMPLATED BY SECTION 5.7, THE NAME "NETBANK PAYMENT
SYSTEMS" OR "NETBANK" AND ANY DERIVATIVE THEREOF;
(G)
ALL CASH IN EXCESS OF $750,000, AND, EXCEPT TO THE EXTENT LISTED
ON SCHEDULE 1.2(L), ALL ACCOUNTS RECEIVABLE, ACCRUED REVENUE, DEPOSITS, PREPAID
EXPENSES AND OTHER CURRENT ASSETS;
(H)
ALL INSURANCE POLICIES OF SELLER AND ALL RIGHTS OF SELLER OF ANY
NATURE AND DESCRIPTION UNDER OR ARISING OUT OF SUCH INSURANCE POLICIES; AND
(I)
ALL RIGHTS, PROPERTIES, AND ASSETS SET FORTH ON SCHEDULE 1.3(I).
1.4
ASSUMPTION OF LIABILITIES.
ON THE TERMS AND SUBJECT TO THE
CONDITIONS SET FORTH HEREIN AND EXCEPT AS CONTEMPLATED BY SECTION 1.5, ON THE
CLOSING DATE, PURCHASER WILL ASSUME THE FOLLOWING LIABILITIES AND OBLIGATIONS OF
THE SELLER (THE "ASSUMED LIABILITIES") BUT NO OTHERS:
(A)
SELLER'S OBLIGATION UNDER THE REAL PROPERTY LEASE ARISING ON AND
AFTER THE CLOSING DATE;
(B)
THE CURRENT LIABILITIES ARISING OUT OF THE BUSINESS ON AND AFTER
THE CLOSING DATE;
(C)
THE LIABILITIES OF THE SELLER WITH RESPECT TO PERFORMANCE
OBLIGATIONS THAT ARISE OUT OF THE BUSINESS ON OR AFTER THE CLOSING DATE UNDER
THE ASSUMED CONTRACTS, AND WHICH DO NOT ARISE FROM OR RELATE TO A BREACH OR
DEFAULT OCCURRING UNDER SUCH ASSUMED CONTRACTS PRIOR TO THE CLOSING DATE; AND
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(D)
THE ADDITIONAL LIABILITIES OF THE SELLER (THE "ADDITIONAL
LIABILITIES") AS DESCRIBED IN SCHEDULE 1.4(D) WHICH SELLER AND PURCHASER HEREBY
AGREE