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i . i 1.5 "Seller Clients"means those clients listed on Exhibit"B". , ARTICLE II Purchase and Sale of Assets and Related Covenants 2.1 Sale and Transfer of Assets. (a) Subject to the terms and conditions set forth in this Agreement, Seller agrees to sell, convey, transfer, assign, and deliver to Buyer, and Buyer agrees to purchase, accept and acquire from Seller, all right, title, and interest Seller has, has had, or anticipates '� having in its relationships with the Accounts, together with all files, documents and information of whatever nature that are maintained by Seller in the ordinary course of business in connection with the servicing of the Accounts (collectively the"Files"). (b) Seller agrees to assign to Buyer all of its right, title, and interest in ', those written contracts and agreements (the "Assigned Contracts") that Seller has relating to the ' provision of services to the Accounts, copies of which have been delivered to Buyer, and the ', furniture set forth on Schedule 2.12 hereto (the "Furniture") (the Accounts, Files, Furniture and Assigned Contracts are collectively referred to as the "Assets"). (c) The Assets shall be sold and conveyed to Buyer free and clear of all Liens. 2.2 Retained Assets and Liabilities. (a) Retained Assets. Notwithstanding anything contained in this Agreement or in any Exhibit hereto, other than the Furniture, the Assets shall only be deemed to include such items as relate to the Accounts. Except for the Assets described in Section 2.1, all other assets of Seller are specifically excluded from the purchase and sale under this Agreement and shall not be sold, assigned or transferred to Buyer hereunder. (b) Retained Liabilities. Notwithstanding anything contained in this Agreement or in any Exhibit hereto, Seller shall be responsible for paying, in full, all obligations relating to the Accounts arising before tlie Effective Date including, without limitation, all vendors and accounts payable for obligations arising out of or relating to the Accounts which were entered into and/or accrued prior to the Effective Date,except as provided in Section 2.3. (c) Accounts Receivable. The Assets do not include any right,title, or interest in or to Seller's accounts receivable arisin� from any services Seller has provided to the Accounts prior to the Effective Date, as set forth on Schedule 2.2 hereto (the "Accounts Receivable"). 2