EXHIBIT 2.1 ASSET PURCHASE AGREEMENT

EXHIBIT 2.1

ASSET PURCHASE AGREEMENT

dated as of August 13, 2004

between

WEB ONE, INC.

AS SELLER,

DFW INTERNET SERVICES, INC. AS BUYER,

MOBILEPRO CORPORATION,

AND JEFF MCMURPHY

ASSET PURCHASE AGREEMENT

RECITALS

ARTICLE 1

DEFINITIONS

“ Business Records ” means all of Seller’s marketing and sales information, promotional materials, including customer pricing, marketing plans, business plans, financial and business projections, customer lists, customer relationship management and sales tracking software and data and all other files and records (or applicable portions thereof) pertaining to the Business

“Closing ” and “Closing Date ” has the respective meanings specified for such terms in 3.1.

“ Closing Date Balance Sheet ” has the meaning set forth in 8.2.1.

“ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended.

“ Confidential Information ” has the meaning set forth in Section 6.2.

“ Contract ” shall mean any written, oral, implied or other agreement, contract, understanding, arrangement, instrument, note, guaranty, indemnity, representation, warranty, deed, assignment, power of attorney, certificate, purchase order, work order, insurance policy, benefit plan, commitment, covenant, assurance or undertaking of any nature.

“Documentation ” means, collectively, all programmers’ notes or logs, source code annotations, user guides, manuals, instructions, software architecture designs, layouts, any know-how, and any other designs, plans, drawings, documentation or materials that are related in any manner to any Software or any Intellectual Property Rights, whether in tangible or intangible form pertaining to the Business.

“ Domain Transfer Agreements ” has the meaning set forth in Section 3.2.3.

“Encumbrance ” means any pledge, lien, collateral assignment, security interest, mortgage, title retention, conditional sale or other security arrangement, or any charge, adverse claim of title, ownership or right to use, or any other encumbrance of any kind whatsoever.

“ ERISA ” means the Employee Retirement Income Security Act of 1974, as amended, and the rulings and regulations promulgated thereunder.

“ Excluded Assets ” means any asset or property of Seller not expressly included among the Purchased Assets. The Buyer is not purchasing any of the Excluded Assets.

“ Excluded Liabilities ” will mean any and all Liabilities of Seller (whether now existing or hereafter arising) other than the Assumed Liabilities. By way of example and not by way of limitation, the Excluded Liabilities that are not being assumed by the Buyer include, without limitation :

(a)   any and all Taxes now or hereafter due and payable by Seller or any Affiliate of Seller (including without limitation any Taxes that Seller agrees to pay pursuant to Sections 7.1 and 7.2);

(b)   any and all Taxes attributable to any of the Purchased Assets that arose during any time period or portion thereof ending prior to the Closing;

(c)   any and all Taxes attributable to the Seller whenever such Taxes arose;

(d)   any and all trade payables incurred or accrued by the Seller at any time prior to the Closing;

(e)   any and all Liabilities with respect to any environmental damage, or for any disposal, discharge or other use or treatment of any hazardous or toxic substance, under any and all laws and regulations relating to the environment or the regulation of any hazardous or toxic substances of any type;

(f)   any and all Liabilities to the Seller’s employees or contractors related to or arising from or with respect to any act or omission of Seller or arising from or with respect to any event, including without limitation any Liabilities to any of the Seller’s employees for the payment of any and all wages and commissions or accrued and unused vacation time or for the reimbursement of any expenses incurred by Seller’s employees and any Liabilities to any of the Seller’s contractors for any amounts due to them in connection with services provided to Seller that arose prior to the Closing;

(g)   any and all Liabilities arising from the termination by Seller of the employment of any current or future employees of Seller or any of its Affiliates, any other claims brought against Seller arising from Seller’s employment of any person, or arising from any duties or obligations under any existing or future employee benefit plans of Seller or any of its Affiliates;

(h)   any and all present or future obligations or Liabilities of Seller or any of its Affiliates to existing or future employees of Seller or any of its Affiliates under ERISA, COBRA, WARN or any severance pay obligations of Seller or any of its Affiliates;

(i)    any and all Liabilities arising from any breach or default by Seller of any contract, agreement or commitment of Seller (including but not limited to any breach or default of any of the Assigned Contracts);

(j)    any and all Liabilities now or hereafter arising from or with respect to, the sale or license of any products or services of, by or for Seller;

(k)   any and all Liabilities relating to or arising out of any of the Excluded Assets; and

(l)    any and all inter-company payables incurred by, or owed to, the Business accrued or arising prior to the Closing.

“ Indemnified Party and Indemnifying Party ” has the meaning set forth in 10.3.

“Intellectual Property Rights ” means, collectively, all of the following intangible worldwide legal rights of the Seller pertaining to the Business, whether or not filed, perfected, registered or recorded: (i) patents, patent applications, and patent rights, including any and all continuations, continuations-in-part, divisions, reissues, reexaminations or extensions thereof, whether now existing or hereafter filed, issued or acquired; (ii) rights associated with works of authorship (including audiovisual works), including copyrights, copyright applications, and copyright registrations, moral rights, mask work rights, mask work applications and mask work registrations; (iii) rights relating to the protection of trade secrets and confidential information; (iv) design rights and industrial property rights; (v) any rights analogous to those set forth in the preceding clauses and any other proprietary rights relating to intangible property including trademarks, service marks, trademark and service mark registrations and applications therefor, trade names, rights in trade dress and packaging and all goodwill associated with the same; (vi) rights in customer and prospect lists, trade secrets, know-how, designs, plans and specifications; and (vii) all rights to sue for any past, present or future infringement of any of the foregoing rights and the right to all income, royalties, damages and payments now or hereafter due or payable with respect to any of the foregoing rights, including without limitation damages for past, present or future infringement thereof. The term “Intellectual Property Rights” does not refer to tangibles or tangible embodiments of Intellectual Property Rights.

“Internal Revenue Code ” means the Internal Revenue Code of 1986, as amended, and the rulings and regulations promulgated thereunder.

“ Knowledge ” or words of similar import means all information that is actually known, following reasonable investigation, and in the case of the Seller, by Jeff McMurphy and Michael Compton.

“Liabilities ” means any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured, determined or determinable, known or unknown, including, without limitation, those arising under any law, action or governmental order and those arising under any contract, agreement, arrangement, commitment or undertaking.

“ Loss ” has the meaning set forth in Section 10.1.

“ Maintenance and Support Contracts ” means the contracts pursuant to which, prior to the Closing Date, Seller has obligations to provide maintenance and support to its customers.

“ Mark Assignment ” has the meaning set forth in Section 3.2.3.

“ Material Adverse Effect ” means, as to Seller, as to the Business or as to the Purchased Assets, a material adverse effect on the operations, assets, liabilities, prospects, condition (financial or otherwise), results of operations, cash flow or the transactions contemplated by this Agreement.

“ Person ” means any individual, partnership, firm, corporation, association, trust, unincorporated organization or other entity.

“ Purchased Assets ” means all of the Seller’s assets, including without limitation all right, title and interest of Seller in and to the assets used in connection with the Business by Seller, but excluding the Excluded Assets. Without limiting the generality of the foregoing, the Purchased Assets shall include all of Seller’s right, title and interest in and to the following:

(a)   Documentation;

(b)   the Intellectual Property Rights used in the conduct of the Business by Seller, including without limitation the name “Web One” and all variations thereof;

(c)   the Accounts Receivable;

(e)   inventory;

(f)   instruments, telecommunications equipment, network and other equipment, machinery, furniture, fixtures and fittings, tools and other similar items of tangible personal property used in the conduct of the Business by Seller;

(g)   any and all copies in a tangible medium and other tangible embodiments of (i) the Documentation; and (ii) the Intellectual Property Rights;

(h)   the Assigned Contracts;

(i)   the Business Records.

(j)   the books and records used in the conduct of the Business, including without limitation, all credit records, billing records, payroll records, computer records, computer programs, contracts, agreements, operating manuals, schedules of assets, correspondence, books of account, customer lists, files, papers, books and all other public and confidential business records, whether such records are in hard copy form or are electronically or magnetically stored;

(k)   real property owned in fee and leasehold estates and the related and sublease agreements, whether as owner, lessee or sublessee, in each case which property is used in the conduct of the Business by Seller, together with all other buildings, fixtures and improvements thereon, and all rights, privileges, permits and easements appurtenant thereto;

(l)   agreements in favor of Seller that pertain to any network relationships the Seller may have which are necessary for the conduct of the Business;

(m)  licenses in favor of Seller that are used in or necessary for the conduct of the Business; and

(n)   warranties which Seller has received from third parties with respect to the Purchased Assets, including, but not limited to, such warranties as are set forth in any lease agreement, equipment purchase agreement or consulting agreement, all claims, choses in action, rights of recovery, rights of set-off, rights to refunds, and similar rights, and the like made by Seller on its behalf in the conduct of the Business;

“ Purchase Price ” has the meaning set forth in Section 2.2.3.

“ Purchase Indemnities ” has the meaning set forth in Section 10.1.

“ Required Consents ” means the authorization, consents, approvals, orders or filings with or notice to any court, governmental agency, instrumentality or authority, or another entity or person, necessary for the execution and delivery of this Agreement and the Ancillary Agreements by Seller or the consummation by Seller of the transactions contemplated hereby or thereby as listed on Section 4.5 of the Disclosure Schedule.

“ Seller’s Confidential Information ” has the meaning set forth in Section 10.3.

“ Seller’s Indemnitees ” has the meaning set forth in Section 10.1.

“Software ” means, collectively, all of the software (including all software programs, objects, modules, routines, algorithm and code, in both source code and object code form) that are more fully described in Exhibit A attached hereto, and includes, without limitation, (i) any other software owned by Seller that is used by Seller in connection with the development or utilization of the software described in Exhibit A ; and (ii) all derivative works of any of the software described in Exhibit A .

“Tax ” or “Taxes ” means all foreign, federal, state and local taxes of any kind whatsoever (whether payable directly or by withholding), including but not limited to sales, use, excise, franchise, ad valorem, property, inventory, value added and payroll taxes, together with any interest and penalties, additions to tax or additional amounts with respect thereto, imposed by any taxing authority.

“ Third-Party Claim ” has the meaning set forth in Section 10.3.

“ Transaction Taxes ” has the meaning set forth in Section 7.1.

“ WARN ” means the Federal Worker Adjustment and Retraining Act.

2.1    Agreement to Sell and Purchase . Subject to the terms and conditions of this Agreement and in reliance on the representations, warranties and covenants set forth in this Agreement, at the Closing the Buyer shall purchase, and the Seller will sell, assign, transfer, convey and deliver to the Buyer, the Purchased Assets, free and clear of all Encumbrances.

2.2   Assumption and Exclusion of Liabilities .

2.2.1   Assumed Liabilities . Subject to the terms and conditions of this Agreement, at the Closing the Buyer shall assume and pay, perform and discharge when due those, and only those, obligations and liabilities of Seller (i) under the Business Contracts listed on Exhibit B attached hereto (collectively referred to herein as the “ Assigned Contracts ”), but only to the extent that such obligations and liabilities first accrued or arose after the Closing Date for reasons other than any breach, violation or default by Seller of the terms of the Assigned Contracts, (ii) with respect only to those Maintenance and Support Contracts that are part of the Assigned Contracts, obligations to provide maintenance and support under such Contracts regardless of whether such obligations first accrued or arose before or after the Closing Date, and (iii) those miscellaneous and sundry liabilities specifically listed on Section 2.2.1 of the Seller Disclosure Schedule (the obligations and liabilities under (i), (ii) and (iii) collectively referred to herein as the “ Assumed Liabilities ”).

2.2.2  Excluded Liabilities . As a material consideration and inducement to the Buyer to enter into this Agreement, Seller will retain, and will be solely responsible for paying, performing and discharging when due, and the Buyer will not assume or otherwise have any responsibility or liability for any Excluded Liabilities.

(a)    One Million Five Hundred Thousand Dollars ($1,500,000) will be paid at the Closing (the “ Cash Consideration ”); and

(b)    Two Million Five Hundred Thousand (2,500,000) shares of the Parent’s Common Stock (the “ Parent Common Stock ”), such shares subject to adjustment in accordance with Section 9.3 of this Agreement (the “ Stock Consideration ”).

(c)    The shares of Parent Common Stock will not have been registered and will be deemed to be “restricted securities” under federal securities laws and may not be resold without registration under or exemption from the Securities Act of 1933, as amended (the “ Securities Act ”). Each certificate evidencing shares of Parent Common Stock will bear the following legend:

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. SUCH SHARES MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION WITHOUT EXEMPTION UNDER THE SECURITIES ACT OR AN OPINION OF LEGAL COUNSEL REASONABLY ACCEPTABLE TO MOBILEPRO CORP. THAT SUCH REGISTRATION IS NOT REQUIRED.

2.3    Tax Allocation . The parties hereto agree that the sum of the Purchase Price shall be allocated among the Purchased Assets and Seller’s covenants not to compete in accordance with the fair market value of each which shall be determined in good faith by the purchaser within sixty (60) days after the Closing; and the parties hereto shall each act in a manner consistent with such determination in (i) filing Internal Revenue Form 8594, captioned “Asset Acquisition Statement under Section 1060”; (ii) paying sales and other transfer Taxes in connection with the purchase and sale of the Purchased Assets pursuant to this Agreement, except as required by a final determination of the relevant tax authorities; and (iii) for all other purposes.

3.1    Time and Place . The Closing under this Agreement shall take place at the offices of Schiff Hardin LLP, Suite 600, 1101 Connecticut Avenue, N.W., Washington DC 20036 at 10:00 a.m., local time, on the Effective Date, after the satisfaction or waiver of the conditions to Closing set forth in Section 8.1 and 8.2 (or by such other means, including a remote Closing wherein the relevant documents are delivered by means of facsimile, mail or courier) as Seller and the Buyer may mutually agree.

For purposes of this Agreement, the date of the execution of this Agreement shall be known as the “ Closing Date ” and the actions taken on such date and at such time the “ Closing .”

3.2    Deliveries by Seller to the Buyer . At the Closing, Seller shall deliver to the Buyer:

3.2.1    the Bill of Sale in substantially the form of Exhibit C attached hereto (the “ Bill of Sale ”), dated the Closing Date and duly executed by an authorized officer of Seller, transferring certain Purchased Assets to the Buyer;

3.2.2    the Assumption Agreement in substantially the form of Exhibit D attached hereto (the “ Assumption Agreement ”) dated the Closing Date and duly executed by an authorized officer of Seller transferring the Assumed Liabilities to the Buyer;

3.2.3    assignments in substantially the form of Exhibit E of all of Seller’s Intellectual Property Rights (together with goodwill pertaining thereto) included in the Purchased Assets, dated the Closing Date and duly executed by an authorized officer of Seller, including but not limited to the following agreements:

(a)   domain name transfer agreements for each of the domain names included in the Purchased Assets in substantially the form of Exhibit E-1 attached hereto (the “ Domain Transfer Agreements ”) duly executed on behalf of Seller by authorized officer of Seller;

(b)   the assignment of all registered and unregistered trademarks and service marks included in the Purchased Assets in substantially the form of Exhibit E-2 attached hereto (the “ Mark Assignment ”) duly executed on behalf of Seller by an authorized officer of Seller, and in a form acceptable for recording with the United States Patent and Trademark Office (the “ USPTO ”);

3.2.4    a Balance Sheet, dated as of July 31, 2004 (the “ Balance Sheet ”);

3.2.5   a certificate, dated the Closing Date and executed on behalf of Seller by a duly authorized officer of Seller certifying that (i) each of the representations and warranties of Seller contained in this Agreement is true and correct, (ii) all covenants and agreements of the Seller to be performed by it on or prior to the Closing under this Agreement have been performed, (iii) there will have not been any material adverse change in the Purchased Assets or the Business whether or not resulting from a breach in any representation, warranty or covenant in this Agreement and (iv) that the Balance Sheet was prepared in accordance with sound accounting principles, applied on a consistent basis, that the Balance Sheet fairly presents the financial position of the Business as of the date thereof, and that there are no Liabilities which are required to be disclosed other than those included therein;

3.2.6   a copy of Seller’s Certificate of Incorporation, as in effect immediately prior to the Closing, certified by an appropriate governmental official of the State of Delaware and dated no more than ten (10) Business Days prior to the Closing date;

3.2.7   a good standing certificate for Seller issued by an appropriate governmental official of the State of Delaware and from each other state in which the Seller has qualified to do business as a foreign corporation and in each case dated a date no more than ten (10) Business Days prior to the Closing Date;

3.2.8   all Business Records;

3.2.9   a certificate of Seller’s Secretary (i) attaching copies of resolutions of the Board of Directors of Seller authorizing and approving the execution and delivery of the Agreement and Ancillary Agreements by Seller and the consummation by the Seller of the transactions contemplated hereby and thereby, (ii) attaching copies of resolutions of the Stockholders of Seller authorizing and approving the execution and delivery of the Agreement and Ancillary Agreements by Seller and the consummation by the Seller of the transactions contemplated hereby and thereby and (iii) certifying that the officers of such Seller executing this Agreement and the Ancillary Agreements have been duly elected and have the appropriate authority on behalf of Seller to enter into this Agreement and the Ancillary Agreements;

3.2.10   the Required Consents indicated on Section 4.5 of the Seller Disclosure Schedule as having been received as of the Closing Date;

3.2.11   all documentation necessary or appropriate to convey all transferable rights under all Permits issued to Seller by any governmental agency or authority;

3.2.12  releases from any Third Party having an Encumbrance on any Purchased Assets or such other evidence of termination of such Encumbrance as is reasonably acceptable to the Buyer;

3.2.13    the Non-Competition Agreement in substantially the form of Exhibit F attached hereto (the “ Non-Competition Agreement ”) duly executed by McMurphy and Michael Compton (“ Compton ”);

3.2.14   offer letters or consulting agreements in substantially the form of Exhibit G attached hereto dated on or before the Closing Date (to become effective on the Closing Date), between the Buyer and those employees listed on Section 3.2.14 of the Seller Disclosure Schedule;

3.2.15   a sublease agreement in substantially the form of Exhibit H attached hereto dated the Closing Date, between Seller and the Buyer;

3.2.16    a certificate executed by a duly authorized officer of Seller certifying that all payroll Taxes related to the Purchased Assets and the Business due and payable on or before the Closing Date, and all other Taxes related to the Purchased Assets and the Business due and payable on or before the Closing Date, have been paid; and

3.2.17   such other documents and instruments as are reasonably required to be delivered to the Buyer by Seller in order to effect the transactions contemplated by this Agreement.

3.3    Deliveries by the Buyer to Seller . At the Closing, the Buyer shall deliver to Seller the following:

3.3.1   the Cash Consideration, payable in accordance with Section 2.2.3;

3.3.2   notwithstanding anything to the contrary in this Section 3.3, the Stock Consideration payable in accordance with Section 2.2.3 will be issued in the name of Seller promptly following the Closing Date and delivered to Seller no later than sixty (60) days after the Closing Date, as adjusted in accordance with Section 9.3;

3.3.3   counterpart of the Assumption Agreement in substantially the form of Exhibit D , dated the Closing Date and duly executed by an authorized officer of the Buyer assuming obligations of Seller under the Assumed Liabilities arising after the Closing Date;

3.3.4   a certificate, dated the Closing Date and executed by a duly authorized officer of the Buyer, certifying (i) that the representations and warranties of the Buyer contained herein are true and correct; and (ii) that all of the covenants and agreements to be performed by the Buyer on or prior to the Closing under this Agreement have been performed;

3.3.5   a certificate of the Buyer’s Secretary attaching copies of resolutions of the Board of Directors of the Buyer authorizing and approving the execution and delivery of this Agreement and the Ancillary Agreements by the Buyer and the consummation by the Buyer of the transactions contemplated hereby and thereby; and

3.3.6   such other documents and instruments as are reasonably required to be delivered to Seller by the Buyer in order to effect the transactions contemplated by this Agreement in accordance with the terms and conditions hereof.

3.3.7   sublease agreement in substantially the form of Exhibit H attached hereto dated the Closing Date, between Seller and the Buyer;

Seller and McMurphy hereby represent and warrant to the Buyer that, except as may be expressly otherwise set forth in Seller’s Disclosure Schedule delivered by Seller to the Buyer simultaneously with the execution of this Agreement, each of the representations, warranties and statements contained in the following sections of this ARTICLE 4 is true and correct as of the date hereof and will be true and correct on and as of the Closing Date.

4.1   Corporate Existence and Authority . Seller is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Seller has all corporate power and authority required to carry on its business as now conducted, to own or use the properties and assets that it purports to own or use, and to perform all obligations under the Business Contracts. Seller is duly qualified to transact business, and is in good standing, in each jurisdiction where the character of the properties owned, lease or operated by it or the nature of its activities make such qualification necessary, except where such failure would not individually or in the aggregate have a Material Adverse Effect.

4.2    Corporate Authorization . Seller has all requisite corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement, the Bill of Sale and the Assumption Agreement (the Bill of Sale and the Assumption Agreement, together with all other assignments and documents that Seller is to execute and deliver pursuant to this Agreement being hereinafter collectively referred to as the “ Ancillary Agreements ”) and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller of this Agreement and each of the Seller Ancillary Agreements, and the sale of the Purchased Assets to the Buyer, have been duly and validly approved and authorized by Seller’s Board of Directors and Seller’s Shareholders.

4.3   Governmental Authorization . To the best of Seller’s Knowledge, no authorization, decree or order of any court, bankruptcy court, bankruptcy trustee, creditors’ committee, receiver, governmental authority or any other person is required in order to authorize or enable Seller to: (i) enter into this Agreement and the Ancillary Agreements; (ii) sell, assign, convey and transfer all the Purchased Assets to the Buyer as contemplated by this Agreement; or (iii) to carry out and perform Seller’s obligations under this Agreement and the Ancillary Agreements. This Agreement has been, and at the Closing the Ancillary Agreements will be, duly and validly executed and delivered by Seller, and (assuming due authorization, execution and delivery by the Buyer) this Agreement constitutes and, upon the execution of each of the Ancillary Agreements by the parties thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller enforceable against Seller in accordance with their respective terms.

4.4   No Conflict . The execution, delivery and performance of this Agreement and the Ancillary Agreements by Seller, do not and will not: (i) conflict with or violate the Certificate of Incorporation or Bylaws of Seller; (ii) conflict with or violate any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award applicable to the Purchased Assets; (iii) result in any breach of, or constitute a default (or event which with the giving of notice or lapse of time, or both, would become a default) under, or give to others any rights of termination, rescission, amendment, acceleration or cancellation of, any of the Assigned Agreements or any material note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument relating to any of the Purchased Assets to which Seller is a party or is bound or by which any of the Purchased Assets are bound or affected; or (iv) result in the creation of any Encumbrance on any of the Purchased Assets. Seller has delivered to the Buyer and the Buyer’s legal counsel copies of its Certificate of Incorporation and Bylaws, each as currently in effect. Seller is not in violation of its Certificate of Incorporation or Bylaws, each as currently in effect, except where such violation would not have an adverse effect on the Buyer, the Purchased Assets or the consummation of the transactions contemplated hereby.

4.5    Consents and Approvals . Except as set forth on Section 4.5 of Seller’s Disclosure Schedule, the execution and delivery of this Agreement and the Ancillary Agreements by Seller do not, and the performance of this Agreement and the Ancillary Agreements by Seller (including Seller’s assignment of any Assigned Contracts to the Buyer) will not, require any consent, approval, authorization or other action by, or filing with or notification to, any third party, including but not limited to any governmental or regulatory authority.

4.6   Title to and Condition of Purchased Assets . Seller owns all the Purchased Assets and Seller has good and marketable title in and to all the Purchased Assets, free and clear of all Encumbrances whatsoever. None of the Purchased Assets is licensed from any third party and none of the Purchased Assets is licensed to any third party. All of the tangible personal property included in the Purchased Assets is conveyed in an “as is” condition. Title to all the Purchased Assets is freely transferable from Seller to the Buyer free and clear of all Encumbrances without obtaining the consent or approval of any person or party; provided, however, Buyer acknowledges that certain consents or approvals may be required as described in Section 4.5.

4.7    Accounts Receivable . The Accounts Receivable constitute valid receivables that arose from bona fide transactions in the ordinary course of business, consistent with past practices. A schedule of the Accounts Receivable as of the Effective Date are set forth in Section 4.7 of the Seller’s Disclosure Schedule (the “ AR Schedule ”). To the best of Seller’s Knowledge, other than ordinary course adjustments not material in the aggregate and matters listed in the AR Schedule, (i) no counterclaims or offsetting claims with respect to presently outstanding Accounts Receivable are pending or, to the knowledge of Seller, threatened and (ii) subject to such amounts as are reserved for bad debts on the Closing Date Balance Sheet, such Accounts Receivable are fully collectible in their stated amount and each has been or is collectible on or before the sixtieth (60 ^th ) day following the date such Accounts Receivable was created. Except as provided in AR Schedule, no part of the Accounts Receivable is contingent upon performance by Seller or any other party of any obligation, and no agreements for deductions or discounts have been made with respect to any part of such Accounts Receivable.

4.8   Full Force and Effect . Each Assigned Contract, permit, franchise or other instrument assigned to or assumed by the Buyer pursuant to this Agreement or any of the Ancillary Agreements is in full force and is not subject to any breach or default thereunder by any party thereto.

4.9   Litigation . There is no claim, action, suit, investigation or proceeding of any nature pending or, to the best of Seller’s knowledge, threatened, at law or in equity, by way of arbitration or before any court, governmental department, commission, board or agency that: (i) may adversely affect, contest or challenge Seller’s authority, right or ability to sell or convey any of the Purchased Assets to the Buyer hereunder or otherwise perform Seller’s obligations under this Agreement or any of the Ancillary Agreements; (ii) challenges or contests Seller’s right, title or ownership of any of the Purchased Assets; (iii) asserts that any Purchased Asset, or any action taken by any employee or agent of the Seller with respect to any Purchased Asset, infringes any Intellectual Property Rights of any third party or constitutes a misappropriation or misuse of any Intellectual Property Rights, trade secrets or proprietary rights of any party; (iv) seeks to enjoin, prevent or hinder the consummation of any of the transactions contemplated by this Agreement or the Ancillary Agreements; (v) would impair or have an adverse affect on the Buyer’