Eye Care Center Business in Puerto Rico

Sale of substantially all of assets of the Optical Holdings of Puerto Rico, LLC (“Optical Holdings”) and OHI of Puerto Rico LLC (“OHI”, and together with Optical Holdings, the “Sellers”), which includes, but not be limited to, the following:

• All fixed assets, plant, property and equipment, machinery, tools, specialty tools, parts, office supplies, production supplies, leasehold improvements, office equipment, furniture, fixtures or other tangible property owned by Seller on the Closing Date (and all of the rights and interests of Seller in and to any such assets held by Seller under lease) (the “Seller Property”), whether or not any such item has been expensed, fully depreciated or written off by Seller for accounting purposes and wherever located;
• All inventory used principally in, or necessary for, the conduct of the Business (the “Inventory”), for which title of ownership has not passed from Seller to its customers or non-Affiliates of Seller prior to the Closing in the ordinary course of business;
• All other tangible personal property owned or leased by Seller;
• All of Seller’s rights and interests under leases of real property (the “Real Estate Leases”) identified by Buyer in writing no less than two (2) business days prior to the Closing Date and listed on Schedule 4.11, including rights to security deposits related thereto (the real property leased by Seller pursuant to the Real Estate Leases, the “Leased Real Property”), including, but not limited to, Seller’s rights and interests under the easements, rights of way, real property licenses, and other real property entitlements related to the Real Estate Leases and Seller’s rights and interests to the property, improvements and fixtures now or hereafter located on the Leased Real Estate to the extent provided in the Real Estate Leases.
• All of Seller’s sales and promotional literature and other sales-related materials related to the Business;
• All Intellectual Property Rights of Seller and all rights thereto of Seller, including the right to the name “OHI of Puerto Rico” and any other trade names used by Seller in the Business, and all of Seller’s logos;
• All websites, computer software or systems or copyrightable materials owned or licensed to Seller, other than items of the foregoing description identified in Schedule 1.2;
• Seller’s telephone numbers, facsimile numbers and email addresses;
• All warranty claims relating to the Acquired Assets relating to or arising from the period prior to the Closing Date;
• To the extent transferable and subject to any required consents, all rights and benefits in and under the Assigned Contracts, including all rights to receive goods and services purchased pursuant to such Assigned Contracts and to assert claims and take other actions in respect of breaches or other violations thereof. At any time prior to the Closing Date, Buyer, in its sole discretion by written notice to Seller, may elect to exclude any Executory Contract as an Assigned Contract, in which case such Executory Contract shall no longer be deemed an “Assigned Contract” under this Agreement;
• All of Seller’s customer lists;
• All of Seller’s bank accounts, investment accounts, safety deposit boxes, lock boxes and the like as of the Closing Date and the contents thereof;
• All rights of Seller under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with Employees and agents of Seller or with third parties;
• All of Seller’s rights and interests in any Permits;
• All of Seller’s accounts or notes receivable (whether current or noncurrent), rebates, refunds, and all causes of action specifically pertaining to the collection of the foregoing as of the Closing Date;
• All financial and other books and records of Seller (other than minute books, stock records and corporate seal of Seller), including all historical records related to the use or operation of the Acquired Assets, in any media;
• All cash and cash equivalents held by or on behalf of the Seller;
• All security and utility deposits, credits, allowances, prepayments, refunds, causes of action, rights of recover, rights of set-off or rights of recoupment related to the Acquired Assets, (except for security deposits relating to Seller’s (i) Real Estate Leases which are not Assigned Contracts, or (ii) Contracts which are not Assigned Contracts);
• All of Seller’s rights and interests to insurance proceeds or other insurance recoveries;
• All rights, claims or causes of action of Seller relating to or arising out of the operation of the Business or the Acquired Assets, including, but not limited to (i) any actions against or otherwise involving any counterparty to any Assigned Contract, any post-Closing Employees, officers or directors of the Business, including Transferred= Employees, and/or any of the Seller’s lenders, landlord or vendors (except to the extent released herein), (ii) any actions relating to the ongoing or future operations of the Business, and (iii) the Avoidance Actions. Upon Closing, Buyer irrevocably waives and releases the Avoidance Actions;
• All tax attributes of Seller relating to the Acquired Assets, including all incentives, losses, loss carry forwards and rights to receive refunds, credits and loss carry forwards and rights to receive refunds, credits and loss carry forwards with respect to any and all Taxes of Seller relating to any period, or portion of any period, on or prior to the Closing Date, including, but not limited to, interest receivable with respect thereto and any future tax incentives;
• All of Seller’s rights and interests to Tax refunds, rebates, credits and similar items relating to any period, or portion of any period, on or prior to the Closing Date;
• To the extent transferable and subject to any required consents and except for such property referred to in Section 1.2, all intangible personal property to the extent used principally in, or necessary for the conduct of the Business and not otherwise covered in other clauses of this Section 1.1, including securities (other than any equity of Seller), deferred charges, prepaid expenses, prepaid Taxes, refunds due, advances, insurance claims, and causes of action (whether fixed or contingent), to the extent related to the Acquired Assets, and all similar intangible personal property owned by Seller on the Closing Date, whether or not shown on the books of Seller;
• All of Seller’s rights and interests to promotional allowances and vendor rebates and similar items;
• The right to receive and retain mail, accounts receivable payments and other communications addressed to Seller as of the Closing Date; provided, however, that Buyer’s right to receive an accounts receivable payment after the Closing Date shall be subject to such defenses or rights of set off as shall have been held by the account debtor as of the Closing Date; and provided, further, that each account debtor’s right to assert any such defense or right of set off against Buyer after the Closing Date shall remain subject to all claims or defenses held by Seller or Buyer with regard to such accounts receivable as of the Closing Date;
• All of the goodwill of Seller; and
• All rights under warranties from suppliers of the Business, except to the extent related to Excluded Assets.