NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth herein, the parties agree as follows:

ARTICLE 1
PURCHASE AND SALE

1.1 Recitals. The recitals are incorporated into this Agreement by reference.

1.2 Purchase and Sale of Contract Rights. The Seller hereby agrees to sell and the Buyer hereby agrees to purchase at the Closing (as defined in Section 2.1) each Service Contract and any and all books, records or other written materials of the Seller which are directly related to such Service Contracts.

1.3 Assignment and Assumption Agreement. To effectuate the transfer of the Service Contracts from the Seller to the Buyer and the Buyers assumption of the Service Contracts, the Buyer and the Seller shall enter into the Assignment and Assumption of Service Contracts in the form attached hereto as Exhibit 1.3 (the Assignment and Assumption).

1.4 Consent to Assignment. To the extent that any Service Contract may not be assigned or conveyed without the prior written consent of the Owner or another third party, this Agreement shall not constitute an assignment or conveyance thereof absent such prior written consent. The Buyer and the Seller shall use their commercially reasonable best efforts to obtain all required consents necessary to assign and convey all of the Service Contracts to the Buyer at the Closing. In the event that all required consents have not been obtained as of the Closing, the Buyer and the Seller shall during the remaining term of each Service Contract for which such required consent is not obtained, continue to use their commercially reasonable best efforts to obtain such consent and shall enter into any reasonable and lawful arrangement designed for the Buyer to have the benefits and obligations after the Closing with respect to each such Service Contract until such consent is obtained or the end of the remaining term of such Service Contract.

1.5 Excluded Assets. The Service Contracts shall not include cash, accounts receivable, equipment, furniture, motor vehicles, real property, books and records which are not directly related to the Service Contracts, the minute book or any other tangible personal property or intangible asset of the Seller.

1.6 Retained Liabilities. The Buyer shall not assume any liability, debt or obligation of the Seller arising from or relating to the Sellers performance of its obligations under the Service Contracts which are related to any period prior to the Closing, whether matured, unmatured, accrued, contingent or otherwise, including but not limited to: (i) any liability, debt or obligation to the Customers; (ii) any liability, debt or obligation under any agreement, contract or lease with affiliates of the Seller, banks, lenders, vendors or other third parties; (iii) any liability, debt or obligation to any employee of the Seller; (iv) any liability of the Seller to third parties, including any breach of contract, tort or product liability claim; or (v) any income, sales, payroll or other tax liability of the Seller or interest or penalties thereon. Each such liability, debt or obligation shall remain the sole responsibility of the Seller. For purposes of this Section, any liability to any Owner or other third party by reason of an alleged deficiency of any product sold or service rendered by the Seller or the Buyer under any Service Contract shall be deemed to arise on the date such product is sold or such service is rendered.