OWNED BY SELLER AND USED IN
CONNECTION WITH THE CONDUCT OF THE BUSINESS, ALL OF WHICH, TO THE EXTENT EACH
INDIVIDUAL ASSET HAS AN UNDEPRECIATED VALUE IN EXCESS OF TWO THOUSAND FIVE
HUNDRED DOLLARS ($2,500), SHALL BE IDENTIFIED IN THE FIXED ASSET SCHEDULE TO BE
ATTACHED HERETO AS SCHEDULE 1.1(C) (THE "FIXED ASSETS");
(D)
ALL OF SELLER'S BOOKS AND RECORDS DIRECTLY RELATED TO, OR USED IN
CONNECTION WITH, THE CONDUCT OF THE BUSINESS OR PERTAINING TO THE PURCHASED
ASSETS, REGARDLESS OF THE MEDIUM ON WHICH SUCH INFORMATION IS STORED OR
MAINTAINED INCLUDING, WITHOUT LIMITATION, ALL CUSTOMER AND EMPLOYMENT RECORDS,
VENDOR INFORMATION AND CONTRACTS, BUSINESS PLANS AND STRATEGIES, FINANCIAL AND
OPERATIONAL DATA AND REPORTS, AND MARKETING INFORMATION AND MATERIALS;
(E)
TO THE EXTENT TRANSFERABLE, ALL OF SELLER'S LICENSES, PERMITS OR
OTHER AUTHORIZATIONS OF GOVERNMENTAL OR REGULATORY ENTITIES THAT ARE REQUIRED
UNDER ANY LAWS, RULES AND REGULATIONS APPLICABLE TO OR AFFECTING THE BUSINESS,
ALL OF WHICH ARE SET FORTH ON SCHEDULE 1.1(E);
(F)
ALL OF SELLER'S OWNED AND LEASED REAL PROPERTY, INCLUDING ANY
LEASEHOLD IMPROVEMENTS THEREON, ALL OF WHICH ARE IDENTIFIED IN THE REAL PROPERTY
SCHEDULE ATTACHED HERETO AS SCHEDULE 1.1(F);
(G)
ALL OF SELLER'S INVENTORY, A DETAILED LIST OF WHICH SHALL BE SET
FORTH ON SCHEDULE 1.1(G);
(H)
ALL OF SELLER'S INTELLECTUAL PROPERTY RIGHTS WHICH ARE SET FORTH
ON SCHEDULE 1.1(H);
(I)
ALL INSURANCE BENEFITS, INCLUDING RIGHTS AND PROCEEDS, ARISING
FROM OR RELATING TO THE PURCHASED ASSETS OR THE ASSUMED OBLIGATIONS (AS DEFINED
HEREIN);
(J)
ALL ADVANCE PAYMENTS, CLAIMS FOR REFUNDS, DEPOSITS AND OTHER
PREPAID ITEMS AS OF THE CLOSING DATE;
(K)
ALL OF SELLER'S CLAIMS, INCLUDING CLAIMS AGAINST THIRD PARTIES,
RELATING TO THE PURCHASED ASSETS, WHETHER CHOATE OR INCHOATE, KNOWN OR UNKNOWN,
CONTINGENT OR ASCERTAINED; AND
(L)
THE GOODWILL ASSOCIATED WITH THE PURCHASED ASSETS AND THE
BUSINESS.
1.2
EXCLUDED ASSETS.
THE PURCHASED ASSETS BEING PURCHASED BY BUYER
HEREUNDER SHALL INCLUDE ALL OF THE ASSETS OF SELLER WITH THE EXCEPTION OF THE
PARTICULAR ASSETS SET FORTH ON SCHEDULE 1.2, WHICH ASSETS SHALL BE RETAINED BY
SELLER (COLLECTIVELY, THE "EXCLUDED ASSETS").
1.3
ASSUMED OBLIGATIONS.
BUYER HEREBY AGREES TO ASSUME ONLY THOSE
OBLIGATIONS AT THE CLOSING AND EFFECTIVE AS OF THE EFFECTIVE TIME, AND AGREES TO
PAY, PERFORM AND DISCHARGE ONLY THOSE LIABILITIES AND OBLIGATIONS ACCRUING DUE
AND RELATING TO THE PERIOD SUBSEQUENT TO THE EFFECTIVE TIME UNDER THE ASSIGNED
CONTRACTS AND THE ACCOUNTS PAYABLE SPECIFICALLY IDENTIFIED ON SCHEDULE 1.3
(COLLECTIVELY, THE "ASSUMED OBLIGATIONS").
THE ASSUMED OBLIGATIONS SHALL ONLY
INCLUDE THOSE OBLIGATIONS OR LIABILITIES ARISING OUT OF ANY DEFAULT UNDER ANY
ASSUMED OBLIGATION THAT OCCURS SUBSEQUENT TO THE EFFECTIVE TIME, AND BUYER SHALL
NOT BE OBLIGATED TO ASSUME ANY ASSUMED OBLIGATION WHICH IS IN DEFAULT PRIOR TO
THE CLOSING DATE, OR WHICH DEFAULT ARISES FROM THE OPERATIONS OF SELLER PRIOR TO
THE EFFECTIVE TIME, UNLESS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT.
1.4
LIABILITIES NOT BEING ASSUMED.
EXCEPT FOR THE ASSUMED OBLIGATIONS,
SELLER AGREES THAT BUYER SHALL NOT BE OBLIGATED TO ASSUME OR PERFORM, AND IS NOT
ASSUMING OR PERFORMING, ANY LIABILITIES