Real-Time Health Analytics and Monitoring Company in Utah

Sale of substantially all of assets of the ActiveCare, Inc., include all of Seller’s right, title and interest in, to and under all of Seller’s tangible and intangible assets, properties, rights and Claims, to the extent owned, leased, licensed, used or held for use in or relating to the Business, described as below:

• All Intellectual Property set forth on Schedule 4.8(ii), excluding any patents or patent application listed on Schedule 4.8(ii) and any Domain Names owned by the Company;
• All PP&E set forth on Schedule 4.18, except for those items on Schedule 4.18 denoted by an asterisk;
• All deposits (including, without limitation, customer deposits and security deposits (whether maintained in escrow or otherwise) for rent, electricity, telephone or otherwise), advances, prepayments, rights in respect of promotional allowances, vendor rebates and other refunds, Claims, causes of action, rights of recovery, rights under warranties and guaranties, rights of set-off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent), and the right to receive and retain mail and other communications of Seller, in each instance, to the extent relating to the Business and/or the Acquired Assets;
• All Assumed Contracts;
• All Documents (including books and records) that are related to the Business and/or the Acquired Assets, to the extent reasonably available, not subject to claims of attorney-client privilege, and otherwise permitted by applicable Law; 
• All Permits and related rights and privileges, to the extent transferable or] assignable, including any Permits identified on Schedule 4.9(i);
• Except to the extent that such insurance policy is an Excluded Asset under Section 2.2(h) or Section 2.2(j) below, or to the extent the Claim arises from or relates to damage or casualty to an Excluded Asset, all Claims arising out of, and other rights and interests in or pursuant to, any insurance policies relating to the Acquired Assets (including, without limitation, returns and refunds of any premiums paid, or other amounts due back to a Seller, with respect to cancelled policies) and all proceeds thereof received after Closing and all proceeds received prior to Closing in connection with casualty events involving Acquired Assets;
• Any Claim, right or interest in and to all (or the benefit of all to the extent not assignable) Tax refunds, rebates, abatements, credits and similar items of Seller relating to any period, or portion of any period, beginning on or after the Closing Date or any Tax Return, to the extent relating to the Business and/or the Acquired Assets post- Closing;
• Any Claim, right or interest of Seller in and to the corporate name “ActiveCare”, and any other corporate name currently or formerly used in connection with the Business;
• Any Claim, right or interest under non-disclosure or confidentiality, noncompete, non-solicitation or invention agreements (for avoidance of doubt, other than any employment agreements that may contain non-disclosure, confidentiality, non-compete, non-solicitation or invention provisions) with either (i) Employees who become Transferred Employees as of the Closing Date or (ii) former Employees of Seller to the extent such rights remain enforceable under applicable Law, and all rights under nondisclosure or confidentiality, non-compete, non-solicitation or invention agreements with Persons other than Employees and former Employees, including, without limitation, any non-disclosure or confidentiality, non-compete, or non-solicitation agreements, to the extent relating to the Business and/or the Acquired Assets post-Closing;
• Any Claim, right or interest under or pursuant to all warranties, representations and guarantees made by vendors, suppliers, manufacturers, contractors and any other Person to the extent relating to products sold, or services provided, to Seller or to the extent affecting any Acquired Assets, other than any warranties, representations and guarantees pertaining to any Excluded Assets; 
• All Business Records; provided, however that Seller shall be permitted to retain copies of the Business Records for purposes of complying the with the Seller’s duties under the Bankruptcy Code, the liquidation and winding down of the Company and applicable law;
• The goodwill of Seller relating to the Business;
• All rights in respect of promotional allowances, vendor rebates and other refunds, in each case to the extent related to any Acquired Asset or Assumed Liability);
• All telephone numbers used by the Company in connection with the Business;
• All sales and promotional materials, catalogues and advertising literature relating to the Business; and
• Those additional assets listed on Schedule 2.1(q).