Assets of Arizona Youth Organization

Sale of assets of Tumbleweed Center for Youth Development which includes:

• All of those real properties listed in Schedule 1.1(a) attached hereto;
• All personal property listed in Schedule 1.1(b) attached hereto;
• All of Seller’s rights in and to certain agreements, grant programs, contracts, and leases, listed on Schedule 1.1(c) attached hereto (hereinafter referred to as the “Assumed and Assigned Contracts Schedule”);
• All of Seller’s accounts receivables as of the Closing Date;
• All Documents used in connection with or relating to the Purchased Assets, including without limitation deeds, documents of title, loan documents, records, data, financial reports, accounting statements, and information related to the operation of programs listed on the Assumed and Assigned Contracts Schedule;
• All contract rights associated with any Purchased Assets including all accounts receivables, any warranty rights, access rights, inspection rights, and rights to refunds, set offs, defenses, counterclaims, and claims; and
• All rights, claims, credits, accounts receivables, causes of action or rights of set off against any third Person relating to the Purchased Assets, accruing on or after the Execution Date (including, for the avoidance of doubt, those arising under, or otherwise relating, to the Assumed and Assigned Contracts), including without limitation: (i) all rights to and claims for damages, restitution, and injunctive or other legal and equitable relief with the right but no obligation to sue for such legal and equitable relief and to collect, or otherwise recover any such damages; and (ii) rights and avoidance claims an causes of action of Seller arising under the Bankruptcy Code or applicable state Law as to the Purchased Assets.