AV and Unified Communications Solutions and Services Business in New...

Sale of substantially all of assets of the Video Corporation of America, include the following:

• Licenses and Authorizations: All interests of Seller in all licenses, permits and authorizations issued and all applications therefor, together with any renewals, modifications or extensions thereof and additions thereto between the date hereof and the Closing Date;
• Tangible Personal Property: All interests of Seller as of the date of this Agreement in all equipment, electrical devices, vehicles, furniture, fixtures, office materials and supplies, hardware, tools, spare parts, racking and office machinery located at the Real Property (as defined below), and as more particularly set forth on Schedule 1.1 (b) or from other locations as listed on Schedule 1.1(b), and other tangible personal property of every kind and description, used or held for use in connection with the business and operations of the Business and all additions and improvements thereto through the Closing Date (collectively, the 'Tangible Personal Property");
• Accounts Receivable; Work in Process: All of Seller's (i) accounts receivable and work-in-process, (ii) security deposits, prepayments including, without limitation, the $800,000 deposit from JP Morgan Chase Bank and prepaid expenses of or for the Business and/or any of the Purchased Assets (collectively, "Accounts Receivable");
• Real Property Leases: All of Seller's rights, as of the date of this Agreement, as tenant, in that certain tenant improvements situate at 7 Veronica Avenue, Franklin Township, New Jersey (the "Real Property");
• Business Contracts: All rights of Seller in those contracts and agreements (other than the Excluded Contracts, as hereinafter defined) to which any Seller is a party and which are used in connection with the business and operations of the Business (as hereinafter defined) that are both (1) listed on Schedule 1.1(e) as being eligible for assignment and (2) listed on Schedule 1.1(e) as being selected for assignment to the Buyer and added to Schedule 1.1(e) at any time before Closing, and those entered into by the Seller between the date hereof and the Closing Date and selected for assignment by the Buyer (the "Business Contracts")- Seller, along with Buyer's cooperation, shall file the appropriate motion before the Bankruptcy Court seeking assumption and assignment of those contracts and agreements listed on Schedule 1.1(e). Buyer reserves the right to add or delete any Business Contracts to and from Schedule 1.1 (e) between the date of this Agreement and the Closing Date;
• Intangible Property: All interests of Seller as of the date of this Agreement in all customer lists, trademarks, trade names, service marks, copyrights, logotypes, telephone numbers, facsimile numbers and other intangible rights, used or held for use in connection with the business and operations of the Business and those acquired by Seller between the date hereof and the Closing Date (collectively, the "Intangible Property"). Schedule 1.1(f) sets forth the list of all material Intangible Property;
• Files and Records: All interests of Seller in all records that relate to the operation of the Business, and all files and other records of Seller relating to the business and operations of the Business (other than duplicate copies of such files ("Duplicate Records") (collectively, "Files and Records"), including without limitation all customer lists, reports, specifications, projections, statistics, promotional graphics, original art work, mats, plates, negatives and other advertising, marketing or related materials, and all other technical and financial information concerning the Business and the Business Assets. Notwithstanding the sale of the Files and Records to Buyer, the Seller and its Professionals and any other debtor estate fiduciary appointed in the Seller's Bankruptcy Case shall, on reasonable notice, have access to the Files and Records. Seller shall reimburse Buyer for any actual out of pocket expense incurred related to its cooperation to access said records. Buyer reserves the right to abandon any files or records Buyer deems not needed and will notify the Seller of such abandonment and provide the Seller thirty (30) days' notice to retrieve said records at no cost or expense to Buyer;
• Warranty Claims: All claims, rights, and interests of Seller against third parties under manufacturers' and vendors' warranties, if and to the extent that they relate to the Business Assets;
• Prepaid Items: All interests of Seller in all deposits, reserves and prepaid expenses, relating to the Business but specifically excluding (i) prepaid Taxes relating to the Business or Business Assets and (ii) the security deposit as set forth in Schedule 1.1 (i);
• Goodwill: All of Seller's goodwill in, and going concern value of, the Business; annd
• Internet Websites: Without limiting the foregoing, all interests of Seller in all internet web sites, including without limitation all internet Domain leases and Domain names of the Business, the unrestricted right to the use of HTML content located and publicly accessible from those Domain names, and the "visitor" e-mail database for those sites.
• Inventory: All of Seller's inventory, parts and related assets.