of the foregoing recitals, the mutual
representations, warranties and covenants set forth herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:
ARTICLE I
PURCHASE, SALE, PURCHASE PRICE AND OTHER RELATED MATTERS
1.1
PURCHASE AND SALE.
AT THE CLOSING ON THE CLOSING DATE, THE SELLER
SHALL SELL, ASSIGN, CONVEY, TRANSFER AND DELIVER TO THE PURCHASER AND THE
PURCHASER SHALL PURCHASE AND ACQUIRE FROM THE SELLER ALL OF THE SELLER'S RIGHT,
TITLE AND INTEREST IN AND TO THE ACQUIRED ASSETS, FREE AND CLEAR OF ALL LIENS
(OTHER THAN PERMITTED ENCUMBRANCES), UPON THE TERMS AND SUBJECT TO THE
CONDITIONS OF THIS AGREEMENT (INCLUDING THE PAYMENT BY THE PURCHASER OF THE
PURCHASE PRICE AND THE ASSUMPTION OF CERTAIN LIABILITIES BY THE PURCHASER).
1.2
ACQUIRED ASSETS.
THE TERM "ACQUIRED ASSETS" MEANS ALL RIGHT,
TITLE AND INTEREST IN AND TO ALL OF THE ASSETS OF THE SELLER (OTHER THAN THE
EXCLUDED ASSETS), AND ALL OF THE ASSETS OF OWNER OR PARENT USED IN OR RELATED TO
THE CONDUCT OF THE BUSINESS, INCLUDING, WITHOUT LIMITATION, ALL OF THE RIGHT,
TITLE AND INTEREST IN AND TO:
1
(A)
CASH IN THE AMOUNT OF $750,000 (INCLUDING ANY CASH OWNED BY SELLER
DESCRIBED IN SECTION 1.2(B));
(B)
ALL TANGIBLE PERSONAL PROPERTY OF THE SELLER (OTHER THAN TANGIBLE
PERSONAL PROPERTY CONSTITUTING EXCLUDED ASSETS), AND ALL TANGIBLE PERSONAL
PROPERTY OF PARENT OR OWNER USED IN THE BUSINESS, INCLUDING ATMS (INCLUDING CASH
FUNDS OWNED BY SELLER, IF ANY, MAINTAINED FOR WITHDRAWAL AT AN ATM NOT TO EXCEED
$750,000 INCLUDING CASH DESCRIBED IN SECTION 1.2(A)), INVENTORY, OPERATING
SUPPLIES, FURNITURE AND EQUIPMENT, LEASEHOLD IMPROVEMENTS, VEHICLES, SUPPLIES,
COMPUTERS, TELEPHONE EQUIPMENT, TELECOPIERS AND PHOTOCOPIERS (INCLUDING THE
FIXED ASSETS SET FORTH ON SCHEDULE 1.2(B));
(C)
ALL OF THE CONTRACTS IDENTIFIED ON SCHEDULE 1.2(C) AND ALL
CONTRACTS ENTERED INTO IN THE ORDINARY COURSE FROM THE DATE HEREOF AND PRIOR TO
THE CLOSING THAT ARE IDENTIFIED ON A SCHEDULE TO THE ASSIGNMENT AND ASSUMPTION
OF CONTRACTS TO BE DELIVERED BY THE PARTIES AT CLOSING PURSUANT TO SECTION
2.2(C) AND 2.3(D) (COLLECTIVELY, THE "ASSUMED CONTRACTS"); PROVIDED, THAT IN THE
EVENT PURCHASER DETERMINES FOLLOWING THE CLOSING THAT THE PARTIES OMITTED A
MATERIAL CONTRACT ON SCHEDULE 3.9(A), PURCHASER SHALL DETERMINE WHETHER OR NOT
SUCH MATERIAL CONTRACT SHALL BE DEEMED AN ASSUMED CONTRACT FOR ALL PURPOSES
UNDER THIS AGREEMENT;
(D)
THE LEASE (THE "REAL PROPERTY LEASE") LISTED ON SCHEDULE 1.2(D)
WITH RESPECT TO THE LEASED REAL PROPERTY (THE "LEASED REAL PROPERTY"), AND ALL
IMPROVEMENTS, FIXTURES, AND FITTINGS THEREON, TO THE EXTENT OF THE SELLER'S
INTEREST, AND EASEMENTS, RIGHTS-OF-WAY, AND OTHER APPURTENANTS WITH RESPECT
THERETO (SUCH AS APPURTENANT RIGHTS IN AND TO PUBLIC STREETS);
(E)
ALL SELLER INTELLECTUAL PROPERTY AND ALL RIGHTS TO THIRD PARTY
INTELLECTUAL PROPERTY, AND ALL GOODWILL AND RELATED INTANGIBLE PROPERTY
ASSOCIATED THEREWITH, LICENSES AND SUBLICENSES GRANTED AND OBTAINED WITH RESPECT
THERETO, AND RIGHTS THEREUNDER, REMEDIES AGAINST INFRINGEMENTS THEREOF, AND
RIGHTS TO PROTECTION OF INTERESTS THEREIN UNDER THE LAWS OF ALL JURISDICTIONS;
(F)
ALL APPROVALS, PERMITS, LICENSES,