AND THE PURCHASER SHALL PURCHASE, ACQUIRE, AND ACCEPT FROM THE
RECEIVER, ALL OF THE RIGHTS, TITLE AND INTEREST OF THE RECEIVER IN AND TO ALL OF
CLEAIRE'S ASSETS, PROPERTIES, AND RIGHTS, INCLUDING THE SPECIFIC ASSETS,
PROPERTIES AND RIGHTS DESCRIBED IN THIS SECTION, BELOW, IN EACH CASE TO THE
EXTENT HELD, OWNED OR TRANSFERABLE BY THE RECEIVER, AS OF THE CLOSING DATE (ANY
SUCH ASSETS, THE "PURCHASED ASSETS"), BUT SPECIFICALLY EXCLUDING THE EXCLUDED
ASSETS ENUMERATED IN SECTION 1.2 BELOW:
(A)
ALL ASSETS SET FORTH IN SCHEDULE 1.1 ATTACHED HERETO AND
INCORPORATED HEREIN BY REFERENCE;
(B)
THAT CERTAIN INVENTORY, THE VALUE OF WHICH HAS BEEN WRITTEN OFF
CLEAIRE'S BOOKS OF ACCOUNT, WHICH CONSTITUTES EVIDENCE USED OR TO BE USED BY
CLEAIRE'S INSURANCE CARRIER, AND WHICH IS STORED IN A TRAILER LOCATED AT 7485
TRADE STREET, SAN DIEGO CALIFORNIA, BUT ONLY TO THE EXTENT THAT ANY SUCH
INVENTORY IS RETURNED TO THE RECEIVER BY SUCH INSURANCE CARRIER;
(C)
ALL DATABASES, INTERNET SERVERS, INTELLECTUAL PROPERTY AND OTHER
INFORMATION OWNED OR HEREAFTER USED BY CLEAIRE IN THE BUSINESS;
(D)
HISTORIC CATALOGS, ENGINEERING, ARTWORK, COPYWRITING, DOCUMENT
AND DATA FILES, IMAGES, PICTURES, PHOTOS, CREATIVE COPY AND DRAFTS, BROCHURES,
CATALOGS, BRAND LOGOS, OFFICE SUPPLIES, AND TOOLS;
(E)
(I) ALL PARTS AND SUPPLIES SET ASIDE BY THE RECEIVER TO BE USED
TO FULFILL THE HAWES PO CONTEMPLATED BY SECTION 2.2 HEREOF, BUT ONLY TO THE
EXTENT THAT THE PARTS AND SUPPLIES ARE NOT ACTUALLY USED TO FULFILL THE HAWES PO
IN ACCORDANCE WITH SECTION 2.2 HEREOF, AND (II) ALL PARTS AND SUPPLIES SET ASIDE
BY THE RECEIVER TO FULFILL AN ORDER TO HAWES FOR 60 UNITS OF INVENTORY, AS
CONTEMPLATED BY SECTION 7.2, TO THE EXTENT THAT SUCH ORDER IS CANCELLED BY HAWES
OR THE INVENTORY IS RETURNED BY HAWES;
(F)
(I) ALL SALE ORDERS, CUSTOMER CONTRACTS OR OTHER SIMILAR
CONTRACTS ENTERED INTO BY CLEAIRE WITH ANY CUSTOMERS, AND (II) ALL OUTSTANDING
PURCHASE ORDERS OR OTHER SIMILAR CONTRACTS ENTERED INTO BY CLEAIRE WITH ANY
SUPPLIER; PROVIDED
HOWEVER, NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, THE PURCHASED ASSETS SHALL NOT INCLUDE ANY CONTRACT RIGHTS THAT
RELATE TO ANY OF THE EXCLUDED ASSETS;
2
(G)
ALL ASSETS RELATED TO THE CALIFORNIA AIR RESOURCES BOARD ("CARB")
VERIFICATION, CARB EXECUTIVE ORDERS, AND ALL RELATED DATA, SUBMISSIONS, AND
DOCUMENTATION;
(H)
ALL OTHER ASSETS, PROPERTIES AND RIGHTS NOT ENUMERATED AS
EXCLUDED ASSETS IN SECTION 1.2 HEREOF.
1.2
EXCLUDED ASSETS.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN
SECTION 1.1 OR ANY OTHER PROVISION OF THIS AGREEMENT, THE ASSETS LISTED ON
SCHEDULE 1.2 ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE
(COLLECTIVELY, THE "EXCLUDED ASSETS") ARE EXCLUDED FROM AND SHALL NOT BE
INCLUDED AMONG THE PURCHASED ASSETS FOR ANY PURPOSE WHATSOEVER.
1.3
NO ASSUMED LIABILITIES.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED IN THIS AGREEMENT, THE PURCHASER SHALL NOT BE OBLIGATED, AND HEREBY
DISCLAIMS ANY OBLIGATION, TO ASSUME, PERFORM OR DISCHARGE ANY LIABILITY OF ANY
PERSON.
WITHOUT LIMITING THE FOREGOING, THE PURCHASER SHALL NOT BE OBLIGATED TO
ASSUME OR TO PERFORM OR DISCHARGE, AND DOES NOT ASSUME