PROPERTY DESCRIBED IN
SCHEDULE 2.1(A)(I), TOGETHER WITH THE FIXTURES, FURNISHINGS, FURNITURE,
EQUIPMENT, MOTOR VEHICLES, TOOLS, SUPPLIES, SPARE PARTS, COMPUTERS, PRINTERS,
SOFTWARE, FILES, AND ALL OTHER TANGIBLE PERSONAL PROPERTY OWNED, CLAIMED, USED
OR HELD BY SELLERS IN CONNECTION WITH THE CONDUCT OF THE BUSINESS, WHEREVER
LOCATED;
(II)
ALL INVENTORY RELATING TO THE BUSINESS,
WHEREVER LOCATED, INCLUDING INVENTORIES OF WORK-IN-PROGRESS, STORES AND SUPPLIES
OF SELLERS HELD IN CONNECTION WITH THE CONDUCT OF THE BUSINESS;
(III)
THE CONTRACTS SET FORTH IN SCHEDULE
2.1(A)(III) (COLLECTIVELY, THE "ASSIGNED CONTRACTS");
(IV)
ALL LICENSES, PERMITS, REGISTRATIONS, AND
AUTHORIZATIONS OF SELLERS AND HELD BY OR ON BEHALF OF SELLERS IN CONNECTION WITH
THE CONDUCT OF THE BUSINESS SET FORTH IN SCHEDULE 2.1(A)(IV);
(V)
THE LEASES OF REAL PROPERTY DESCRIBED IN
SCHEDULE 2.1(A)(V), TOGETHER WITH ALL RIGHTS THEREUNDER TO ALL LEASEHOLD
IMPROVEMENTS THEREON AND ALL EASEMENTS, RIGHTS-OF-WAY, TRANSFERABLE LICENSES AND
PERMITS AND OTHER APPURTENANCES THEREOF;
(VI)
ALL BOOKS AND RECORDS OF SELLERS RELATING TO
THE PURCHASED ASSETS AND THE ASSUMED LIABILITIES, INCLUDING ALL CUSTOMER AND
SUPPLIER FILES AND LISTS, SALES INFORMATION, EQUIPMENT MAINTENANCE AND WARRANTY
INFORMATION, OPERATING MANUALS, ALL CORRESPONDENCE WITH ANY CUSTOMERS,
SUPPLIERS, EMPLOYEES OR GOVERNMENTAL AUTHORITY, ALL PERSONNEL RECORDS RELATED TO
THE LEADER DESIGNATED EMPLOYEES, AND ANY OTHER REPORTS, PROMOTIONAL MATERIALS,
MARKETING STUDIES, PLANS AND DOCUMENTS PREPARED BY OR ON BEHALF OF SELLERS
RELATED TO THE BUSINESS, INCLUDING DATA STORED ELECTRONICALLY, BUT EXCLUDING THE
CORPORATE BOOKS AND RECORDS LISTED AS EXCLUDED ASSETS;
(VII)
EXCEPT AS DESCRIBED IN SECTION 2.2(C) AND (D),
ALL PREPAID CLAIMS, PREPAID EXPENSE ITEMS AND DEFERRED CHARGES, CREDITS, ADVANCE
PAYMENTS, SECURITY AND OTHER DEPOSITS MADE BY SELLERS TO ANY OTHER PERSON
RELATING TO THE PURCHASED ASSETS OR THE CONDUCT OF THE BUSINESS, IN EACH CASE
OTHER THAN TO THE EXTENT RELATING TO THE RETAINED LIABILITIES OR EXCLUDED
ASSETS;
(VIII)
ALL THIRD-PARTY INDEMNITIES WHERE ANY SELLER IS AN
INDEMNIFIED PARTY AND THE PROCEEDS AFFORDED THEREBY, IN EACH CASE OTHER THAN TO
THE EXTENT RELATING TO THE RETAINED LIABILITIES OR EXCLUDED ASSETS;
(IX)
ALL RIGHTS OF SELLERS TO MANUFACTURERS'
WARRANTIES AND INDEMNITIES WITH RESPECT TO ANY PURCHASED ASSET;
(X)
THE GOODWILL OF SELLERS WITH RESPECT TO
THE BUSINESS;
10
(XI)
ALL TELEPHONE (INCLUDING CELLULAR TELEPHONE)
AND FACSIMILE NUMBERS (TOGETHER WITH ALL OTHER SIMILAR NUMBERS) RELATING TO THE
BUSINESS;
(XII)
ALL RIGHTS OF SELLERS PERTAINING TO ANY CAUSES
OF ACTION, LAWSUITS, JUDGMENTS, CLAIMS, DEMANDS, COUNTERCLAIMS, SET-OFFS OR
DEFENSES SELLERS MAY HAVE WITH RESPECT TO THE ASSUMED LIABILITIES OR ANY OF THE
PURCHASED ASSETS, EXCEPT FOR THE JARMAN MATTER AND EXCEPT TO THE EXTENT RELATING
TO THE RETAINED LIABILITIES OR EXCLUDED ASSETS;
(XIII)
EXCEPT FOR THE EXCLUDED ASSETS, ALL OTHER
ASSETS, PROPERTIES AND RIGHTS OF EVERY KIND AND NATURE OF SELLERS OR IN WHICH
SELLERS HAVE AN INTEREST ON THE CLOSING DATE, KNOWN OR UNKNOWN, FIXED OR
UNFIXED, ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE, WHETHER OR NOT SPECIFICALLY
REFERRED TO IN THIS AGREEMENT, THAT, IN EACH CASE, RELATE TO THE BUSINESS.
(B)
IN CONFIRMATION OF THE FOREGOING SALE,
ASSIGNMENT AND TRANSFER, SELLERS WILL EXECUTE AND DELIVER TO PURCHASER