Assets of Arizona Mental Health Services Provider

Sale of assets of Community Provider of Enrichment Services, Inc. which includes:

1. all promotional allowances and vendor rebates and similar items;
2. all finished goods inventories, raw materials, packaging materials, work in process, consigned goods and finished goods (including warehoused inventories and inventories covered by purchase orders), wherever located, including consignment inventory and inventory on order for or in transit to or from Sellers (collectively, the “Inventory”);
3. all of the Intellectual Property that is owned by, issued to, licensed or used by any of the Sellers, along with all of each Seller’s interest in income, royalties, damages and payments accrued, due or payable as of the Closing Date or thereafter (including damages and payments for past, present or future infringements or misappropriations thereof, the right to sue and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world), including any and all rights in the “CPES”, “Community Provider of Enrichment Services”, and “Novelles” names, together with all goodwill associated therewith, and all translations, adaptations, derivations and combinations of the foregoing (and all logos related to the foregoing);
4. subject to Section 1.6, to the extent assignable pursuant to Section 365 of the Bankruptcy Code, all Contracts of Sellers identified on Schedule 1.2(a)(iv) of the Disclosure Schedules (collectively, the “Assumed Contracts”) and all rights thereunder, but excluding any Excluded Assets;
5. the Real Property Leases listed on Schedule 1.2(a)(v) of the Disclosure Schedules (the “Assumed Leased Real Property”), including any security deposits or other deposits delivered in connection therewith;
6. all leasehold improvements at any Assumed Leased Real Property and all machinery, equipment (including all vehicles, testing equipment and office equipment), fixtures, trade fixtures, computers and related software, and furniture located in any Owned Real Property or Assumed Leased Real Property;
7. all office supplies, medical supplies and other supplies, spare parts, other miscellaneous supplies and other tangible property of any kind located in any building, office, facility or other space leased, owned or occupied by the Sellers or in any warehouse or other storage facility where any of the Sellers’ properties and assets may be located;
8. all prepayments and prepaid expenses, employee advances and cash and security deposits;
9. all claims, refunds, credits, causes of action, choices in action, rights of recovery and rights of set-off of any kind;
10. the right to receive and retain mail and other communications;
11. the right to bill and receive payment for products shipped or delivered and/or services performed but unbilled or unpaid as of the Closing;
12. all lists, records and other information pertaining to accounts and referral sources; all lists, records and other information pertaining to suppliers and customers; and all drawings, reports, studies, plans, books, ledgers, files and business and accounting records of every kind (including all financial, business, sales and marketing plans and information); in each case whether evidenced in writing, electronic data, computer software or otherwise;
13. all advertising, marketing and promotional materials, all archival materials and all other printed or written materials;
14. all Permits and all pending applications therefor or renewals thereof, in each case to the extent transferable to Buyer (including all Permits listed or described on Schedule 1.2(a)(xiv) of the Disclosure Schedules, and the rights to all data and records held by the related issuing agencies);
15. all goodwill as a going concern and all other intangible property;
16. all proceeds under insurance policies and rights of recovery relating thereto; and
17. all other properties, assets and rights owned by each Seller as of the Closing Date, or in which a Seller has an interest, and which are not otherwise Excluded Assets.