This excerpt taken from the HERO 8-K filed Apr 4, 2006.
1.1 Purchase and Sale of Purchased Assets.
At the Closing, on the terms and subject to the conditions set forth in this Agreement, the Seller will sell, convey, transfer, assign and deliver to the Buyer, and Buyer shall purchase and accept from Seller, (i) the vessels of the Seller Lablift I, II, III, IV and V as listed on Schedule 1.1A of the Disclosure Schedule together with their respective engines, tackle, winches, cranes, cordage, general outfit, electronic and navigation equipment, radio installations, appurtenances, appliances, inventory, spare parts, stores, tools and provisions designated for such vessels, whether on board or ashore (provided, however, that all such assets that are ashore will be exclusively related to or exclusively used in or held for use in connection with the Vessels) (collectively, the
Vessels) and certain other assets of the Seller related to the Vessels and listed on Section 1.1A of the Disclosure Schedule, (ii) all permits of the Seller (to the extent transferable) related exclusively to the Vessels listed on Section 1.1B of the Disclosure Schedule, (iii) except for its corporate records (minute books, stock register and the like), financial, accounting and tax records and employee records relating to current or former employees of the Seller, originals or copies of all books and records of the Seller related principally to the Vessels located at the offices or plants of the Seller, including warranty records, export and licensing records, service records and sales and marketing literature related to the Sellers lift boat operations in the Gulf of Mexico (the Records), subject to any restrictions on disclosure or transfer arising under any applicable Law or any contract or agreement to which the Seller is a party; (iv) originals or copies of any technical or regulatory documentation of the Seller pertaining to the Vessels which the Seller may have in its possession and which is not already aboard the Vessels, including, without limitation, classification certificates, loadline certificates, vessel logs (for a period two years prior to the Closing Date), certificates of inspection (COIs) issued by the United States Coast Guard, operating manuals and preventive maintenance manuals (collectively, the Vessel Documentation); (v) all drawings and intellectual property of the Seller (to the extent transferable) related exclusively to the Vessels listed in Section 1.1C of the Disclosure Schedule (the Intellectual Property); and (vi) the contracts and agreements listed in Section 1.1D of the Disclosure Schedule, copies of which are attached thereto (which includes the Construction Contract) (collectively, the Assigned Contracts). The assets described in the foregoing clauses (i) through (vi) are hereinafter collectively referred to as the Purchased Assets. The Seller shall not sell, convey, transfer, assign or deliver to the Buyer any of its assets except for those assets specifically included in the Purchased Assets.