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provided in Section 2 hereof, Seller shall sell, transfer, <br />convey, assign and deliver the Assets to Buyer, free and clear of <br />all Encumbrances except Permitted Encumbrances, and Huyer shall <br />purchase the Assets from Seller. <br />1.2 The Assets. As used herein, the "Assets" <br />shall consist of and include all of the following: <br />(a) All of the tangible personal property <br />owned by Seller and used in the Business of DMC, including <br />without limitation the personal property, machinery and equipment <br />listed on Exhibit 1.2(a1 hereto and all spare parts and supplies; <br />(b) All of the real property in Englewood, <br />Colorado on which the facility of DMC is located, as described on <br />Exhibit 1.2fb1 hereto (the "DMC Land") and all buildings and <br />other improvements thereon and used in the Business of DMC; <br />(c) All of Seller's rights with respect to <br />any inventory purchase and sale contracts, service contracts, <br />equipment leases and hedging or futures contracts listed on <br />Exhibit 1.2 (c1 hereto (the "Assigned Contracts"). <br />(d) All of the scrap inventories on hand at <br />DMC's yard at the time of Closing (the "Inventory"); and <br />"(e) All of Seller's and DMC's business <br />records (other than records which Seller is required by law to <br />retain in its possession or Seller's or DMC's records relating to <br />their liabilities which are not being assumed by Buyer under this <br />Agreement, copies of which will be delivered to Buyer); <br />The Assets shall not include cash, cash equivalents or <br />accounts receivable. <br />1.3 Purchase Price. <br />(a) Subject to adjustment as provided in <br />Section 1.5 hereof, as payment in full of the purchase price for <br />the Assets (the "Price"), Buyer is paying to Seller in <br />immediately available funds by wire transfer an amount equal to <br />the sum of $2,000,000 (Two Million Dollars) plus the value of the <br />Inventory as determined in accordance with Section 1.3(b) hereof. <br />(b) The quantities of prepared and <br />unprepared Inventory as of the Closing Date shall be determined <br />and agreed by physical inventories taken by representatives of <br />Seller and Buyer not more than two (2) days prior to Closing and <br />adjusted to Closing to reflect changes resulting from purchases <br />and sales of Inventory by Seller between the time the physical <br />inventories were taken and the Closing Date; the value of <br />unprepared Inventory shall be determined by multiplying its <br />quantity by Seller's average purchase price during the fifteen <br />- 2 - <br />