Exhibit 2.1 EXECUTION COPY ASSET PURCHASE AGREEMENT

Exhibit 2.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

between

IDEARC INC.

and

INFOSPACE, INC.

Dated as of September 15, 2007

TABLE OF CONTENTS

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TABLE OF CONTENTS

(Continued)

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TABLE OF CONTENTS

(Continued)

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LIST OF EXHIBITS

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ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement is dated as of September 15, 2007 (the “ Agreement ”), between Idearc Inc., a Delaware corporation (“ Purchaser ”), and InfoSpace, Inc., a Delaware corporation (“ Seller ”).

W I T N E S S E T H:

WHEREAS , Seller and certain Subsidiaries of Seller are engaged in, among other things, the Business; and

WHEREAS , Purchaser, through itself and one or more of its Subsidiaries, desires to purchase and assume, and Seller, through itself and one or more of its Subsidiaries, desires to sell, transfer and assign assets and liabilities related to the Business (as defined in Annex A ), to Purchaser, on the terms and subject to the conditions specified in this Agreement.

NOW, THEREFORE , for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS AND RULES OF CONSTRUCTION

1.1 Definitions .

Unless otherwise provided herein, capitalized terms used in this Agreement have the meanings ascribed to them in Annex A or in the Section of this Agreement cross-referenced in Annex A .

1.2 Rules of Construction .

(a) This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting or causing any instrument to be drafted.

(b) Whenever the words “include,” “including,” or “includes” appear in this Agreement, they shall be read to be followed by the words “without limitation” or words having similar import.

(c) The meanings given to terms defined in this Agreement will be equally applicable to both the singular and plural forms of such terms.

(d) The word “or” will not be exclusive.

(e) The use of terms that imply gender will include all genders.

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ARTICLE II

SALE OF ASSETS AND ASSUMPTION OF LIABILITIES

2.1 Asset Purchase . On the terms and subject to the conditions set forth in this Agreement, at the Closing, Seller shall or shall cause one or more Other Sellers to sell, assign, transfer, convey and deliver to Purchaser or its Designees, and Purchaser shall or shall cause one or more of its Designees to purchase, acquire and accept from Seller or the Other Sellers, as appropriate, all rights, title and interests in and to the Purchased Assets. As used in this Agreement, “ Purchased Assets ” means, in each case owned now or acquired after the date of this Agreement and prior to the Closing: (a) all tangible assets and personal properties exclusively or primarily used or held for use in connection with the operation of the Business, wherever located, including inventory, equipment, office furnishings, customer lists, advertiser lists, prospect lists, marketing lists, and sales data; (b) the accounts receivable reflected on the Final Statement; (c) prepaid expenses, deposits, prepaid assets, contract rights, and permits exclusively or primarily used or held for use in connection with the operation of the Business; (d) the assets that are specified or described in Section 2.1(a) of the Disclosure Letter; and (e) the Transferred Business Technology, Transferred Business Intellectual Property Rights, and Transferred Business Intellectual Property Licenses; but excluding (i) any of the foregoing that is part of Seller’s centralized services for information technology, administrative, human resources and other similar back office corporate services, (ii) any assets described in Section 2.1(b) of the Disclosure Letter, (iii) the Internet Property “infospace.com” and the Trademark “INFOSPACE” or any derivations thereof; and (iv) any Technology or Intellectual Property Rights other than the Transferred Technology, the Transferred Business Intellectual Property Rights, and the Transferred Business Intellectual Property Licenses. Also in consideration of the Purchase Price, Seller will grant the licenses set forth in the Seller License Agreement.

2.2 Assumption by Purchaser of Certain Liabilities; Retention by Seller of Remaining Liabilities . On the terms and subject to the conditions set forth in this Agreement, Purchaser or one of its Designees shall assume (a) the Ordinary Course Obligations of Seller or any Other Seller to be performed after the Closing under the assumed Contracts set forth on Section 2.1-2 of the Disclosure Letter; (b) the current liabilities included in the Final Working Capital; (c) the Transfer Taxes to the extent required pursuant to Section 6.10 ; (d) solely with respect to Transferred Employees who accept employment with Purchaser, the severance obligations as described in Section 6.6 ; and (e) the liabilities solely relating to the Business that are specified in Section 2.2 of the Disclosure Letter (collectively, the “ Assumed Liabilities ”). Except for the Assumed Liabilities, any and all Liabilities of Seller and Other Sellers relating to the Business or the Retained Business, will be retained and discharged by Seller and Other Sellers (collectively, the “ Excluded Liabilities ”).

2.3 Transfer of Purchased Assets .

(a) The Purchased Assets shall be sold, conveyed, transferred, assigned and delivered, and the Assumed Liabilities shall be assumed, pursuant to transfer and assumption

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agreements and such other instruments in such form as may be necessary or appropriate to effect a conveyance of the Purchased Assets and an assumption of the Assumed Liabilities in the jurisdictions in which such transfers are to be made. For the avoidance of doubt, Seller and Purchaser agree that where the Purchased Assets and Assumed Liabilities may be transferred or conveyed by way of physical delivery or without the need for an instrument, such Purchased Assets or Assumed Liabilities shall be transferred or conveyed by such means. Such transfer and assumption agreements shall include a bill of sale in substantially the form attached hereto as Exhibit A (the “ Bill of Sale ”), an assignment and assumption agreement in substantially the form attached hereto as Exhibit B (the “ Assignment and Assumption Agreement ”), and assignments in substantially the form attached hereto as Exhibit C (the “ Transferred Business Intellectual Property Rights Assignments ”), and where necessary such other agreements as may be necessary or appropriate to effect the purchase and assignment of the Purchased Assets and Assumed Liabilities (collectively, the “ Ancillary Agreements ”) and shall be executed no later than at or as of the Closing by Seller or one or more of the Other Sellers, as appropriate, and Purchaser or one or more of its Designees, as appropriate.

(b) Unless otherwise stated in the Transition Services Agreement, the Hosting and Co-Location Services Agreement, or the Real Property Sublease:

(i) Purchaser and Seller will cooperate and share equally all costs and expenses to prepare the Purchased Assets for relocation and relocate the Purchased Assets from Business Facilities at which such Purchased Assets are then located;

(ii) Purchaser and Seller shall share equally all data transfer, delivery, transmission and reformatting costs and expenses related to the acquisition of the Purchased Assets and the Transferred Business Intellectual Property Rights; and

(iii) Seller and the Other Sellers agree to cooperate with Purchaser and provide Purchaser with assistance reasonably requested by Purchaser in connection with the planning and implementation of the transfer of Purchased Assets or any portion of any of them to such location as Purchaser shall designate.

2.4 Approvals and Consents .

Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, conveyance, transfer, assignment or delivery or attempted sale, conveyance, transfer, assignment or delivery to Purchaser or any of its Designees of any Purchased Asset would result in a violation of any applicable Law or would require any Consent and such Consent shall not have been obtained prior to the Closing, this Agreement shall not constitute a sale, conveyance, transfer, assignment or delivery, or an attempted sale, conveyance, transfer, assignment or delivery thereof; provided, however , that the Closing shall occur notwithstanding the foregoing, subject to Section 7.3(i) , without any adjustment to the Purchase Price on account of such required authorization. Prior to the Closing and following the Closing, the parties shall use commercially reasonable efforts, and shall cooperate with each other, to obtain promptly all Consents that are required to be obtained for the sale, conveyance, transfer, assignment or delivery to Purchaser or any of its Designees of any of the Purchased Assets; provided, however , the costs and expenses of obtaining such Consents will be

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shared equally by Purchaser and Seller. Pending or in the absence of such Consents, Seller shall, and shall cause any Other Seller to, hold such Purchased Assets for the use and benefit, insofar as reasonably possible, of Purchaser or any of its Designees. The parties shall cooperate with each other to enter into mutually agreeable and lawful arrangements designed to provide to Purchaser or its Designee with the costs and benefits of the use of such Purchased Asset and to Seller or any Other Seller the benefits, including any indemnities, that they would have obtained had the Purchased Asset been conveyed to Purchaser or its Designee at the Closing. Once such Consent is obtained, Seller shall or shall cause the Other Sellers to sell, assign, transfer, convey and license such Purchased Asset to Purchaser or its Designee for no additional consideration. To the extent that any Purchased Asset cannot be provided to Purchaser or its Designee following the Closing pursuant to this Section 2.4 , Purchaser and Seller shall use commercially reasonable efforts to enter into such arrangements (including subleasing, sublicensing or subcontracting) to provide to the parties the economic (taking into account Tax costs and benefits) and, to the extent permitted under applicable Law, operational equivalent of obtaining such Consent and the performance by Purchaser or its Designee of its obligations thereunder. To the extent permitted under applicable Law, Seller and the Other Sellers shall hold in trust for and pay to Purchaser or its Designee promptly upon receipt thereof, such Purchased Assets and all income, proceeds and other monies received by Seller or any Other Seller net of out-of-pocket expenses related to such income, monies or proceeds, related to any such Purchased Asset in accordance with the arrangements under this Section 2.4 . Nothing in this Section 2.4 applies to any Consent required under any Antitrust Regulations, which shall be governed by Section 6.3 , and nothing in this Section 2.4 applies to any consent or waiver required to be obtained by Seller prior to the Closing pursuant to Section 7.3(i) .

2.5 Novation and Assignment .

(a) In connection with obtaining any Consents required under the Assumed Material Contracts, Seller may request such third party to agree in writing to the novation of, and release of Seller under, such Contract. Seller will not require that the other party to such Contract grant such release, enter into such novation, or make any other concession benefiting Seller in connection with seeking Consents pursuant to this Agreement.

(b) If Seller is unable to obtain, or to cause to be obtained, any such required Consent, release, substitution or amendment under the Assumed Material Contracts, Seller or the applicable Subsidiary shall continue to be bound by such Assumed Material Contracts and other obligations and, unless not permitted by applicable Law or the terms thereof (except to the extent expressly set forth in this Agreement or any other Transaction Document), Purchaser shall, as agent or subcontractor for Seller or such Subsidiary, as the case may be, pay, perform and discharge fully, or cause to be paid, transferred or discharged all the obligations or other Liabilities of Seller or such Subsidiary, as the case may be, thereunder from and after the Closing Date; provided that Purchaser receives all material benefits and rights thereunder. Seller shall, without further consideration, pay and remit, or cause to be paid or remitted, to Purchaser or its Designee promptly all money, rights and other consideration received by it in respect of such performance. If and when any such Consent, release, substitution or amendment shall be obtained or such Assumed Material Contract or other rights or obligations shall otherwise become assignable or able to be novated, Seller or such

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Subsidiary shall thereafter assign, or cause to be assigned, all its rights, obligations and other Liabilities thereunder to Purchaser or its Designee without receipt of further consideration and Purchaser or its Designee shall, without the payment of any further consideration, assume such rights and obligations, to the extent and as though it had been assigned hereunder on the Closing Date.

ARTICLE III

PURCHASE PRICE AND ADJUSTMENTS

3.1 Purchase Price .

The aggregate purchase price for the Purchased Assets (the “ Purchase Price ”) shall be an amount in cash equal to $225,000,000 as such cash amount may be increased or decreased, as the case may be, pursuant to Section 3.3 , plus the Assumed Liabilities.

3.2 Payment of Purchase Price .

On the Closing Date, Purchaser shall pay for itself (where it is acting as Purchaser), and on behalf of its Designees to Seller for its own account and otherwise as agent for each of the relevant Other Sellers, the Purchase Price, as increased or decreased, as the case may be, pursuant to Section 3.3 . Such cash portion of the Purchase Price shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the Closing.

3.3 Purchase Price Adjustment .

(a) No less than ten Business Days prior to the scheduled Closing Date, Seller will deliver to Purchaser a good faith estimate of the Adjusted Working Capital (the “ Estimated Working Capital ”) and submit to Purchaser a written statement (the “ Estimated Working Capital Statement ”) setting forth, in reasonable detail, Seller’s calculation of the Estimated Working Capital. The Estimated Working Capital Statement will be prepared in a manner consistent with the assumptions, policies and principles set forth in Section 3.3 of the Disclosure Letter. To the extent Estimated Working Capital is $100,000 greater than $5,700,000 (the “ Target Working Capital ”), the cash portion of the Purchase Price payable at the Closing will be increased dollar for dollar by such excess, and if the Estimated Working Capital is more than $100,000 less than Target Working Capital, the cash portion of the Purchase Price payable at the Closing will be decreased dollar for dollar by such difference (the amount of such increase or decrease, the “ Closing Adjustment ”).

(b) Promptly following the Closing Date, but in no event later than 45 days after the Closing Date, or such longer period of time as reasonably requested by Seller and consented to by Purchaser, which consent will not be unreasonably withheld or delayed, Seller will provide to Purchaser the proposed Final Working Capital and submit to Purchaser a written statement (the “ Closing Date Statement ”) setting forth, in reasonable detail, Seller’s calculation of the proposed Final Adjusted Working Capital. The Closing Date Statement will be prepared in a manner consistent with the assumptions, policies and principles set forth in Section 3.3 of the Disclosure Letter. The

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Closing Date Statement will clearly identify all differences between the proposed Final Working Capital and the Estimated Working Capital and will include a reasonably detailed explanation of the basis for each such difference.

(c) In the event Purchaser disputes the correctness of the proposed Final Working Capital, Purchaser will notify Seller in writing of its objections within 30 days after receipt of the Closing Date Statement and will set forth, in writing and in reasonable detail, the disputed items and the reasons for Purchaser’s objections. If Purchaser fails to deliver its notice of disputes and objections within 30 days after receipt of the Closing Date Statement, Purchaser will be deemed to have accepted Seller’s calculation. Purchaser will be deemed to have agreed with and accepted any portion of Seller’s calculation of proposed Final Working Capital not specifically identified in reasonable detail as being disputed in such written notice of objection. Seller and Purchaser will endeavor reasonably and in good faith to resolve any disputed matters within 15 days after receipt of Purchaser’s notice of objections. If Purchaser and Seller cannot resolve such dispute, Purchaser and Seller shall retain PricewaterhouseCoopers to act as the arbitrator (the “ Arbitrator ”) of such dispute; provided , however , that if either party shall reasonably discover a conflict of interest associated with the Arbitrator, the parties shall retain another nationally recognized accounting firm to act as the Arbitrator. Any arbitration shall be conducted in King County, Washington, and such proceedings shall be in English. The Arbitrator will offer Seller and Purchaser the opportunity to provide written submissions regarding their positions on the disputed matters, which opportunity will not extend more than 15 days after the submission of the disputed matters to the Arbitrator. The Arbitrator will deliver a written report resolving all disputed matters and setting forth the basis for such resolution within 30 days after Seller and Purchaser have submitted in writing (or have had the opportunity to submit in writing but have not submitted) their positions as to the disputed items. The determination of the Arbitrator in respect of the correctness of each matter remaining in dispute will be conclusive and binding on all Persons. The determination of the Arbitrator will be based solely on the written submissions by Seller and Purchaser and will not be based upon any independent review (it being understood that the Arbitrator need not accept in its entirety the submission of either party). The fees and expenses of the Arbitrator in resolving any disputes under this Section 3.3(c) shall be allocated to Seller and Purchaser based on the percentage determined by dividing (i) that portion of the disputed amount not awarded to either Seller or Purchaser, as applicable, by (ii) the amount actually disputed by Seller and Purchaser. The Adjusted Working Capital as of the Closing Date, as finally determined pursuant to this Section 3.3(c) (whether by failure of Purchaser to deliver notice of objection, by agreement of Seller and Purchaser or by determination of the Arbitrator), is referred to as the “ Final Working Capital .”

(d) No later than ten Business Days after the determination of Final Working Capital, Purchaser or Seller, as applicable, will make such payments to the other party as are necessary so that, (i) if Final Working Capital is more than $100,000 greater than Target Working Capital, Seller has received an aggregate amount (after taking into account the Closing Adjustment) equal to such excess, or (ii) if Final Working Capital is more than $100,000 less than Target Working Capital, Purchaser has received an aggregate amount (after taking into account the Closing Adjustment) equal to such difference. In either of the foregoing cases, any such payment will include interest on such payment amount accrued for the number of days from and including the 30 ^th day

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following the Closing Date, but excluding the payment date, at a rate equal to the Prime Rate, compounded on the basis of actual days elapsed over a 365-day year. Any such payment will be made promptly by wire transfer of immediately available funds in U.S. Dollars to a bank account designated in writing to the party entitled to receive the payment.

3.4 Allocation of Purchase Price .

Purchaser shall prepare an allocation of the Purchase Price (and all other capitalized costs) in accordance with Code Section 1060 and the U.S. Treasury Income Tax Regulations promulgated thereunder and any similar provision of state, local or foreign law, as appropriate (the “ Allocation Schedule ”). Purchaser shall deliver a draft of the Allocation Schedule to Seller within five days before the Closing Date, or at least so much of such Allocation Schedule as relates to tangible assets subject to Transfer Taxes. Seller and Purchaser and their Affiliates shall attempt, in good faith, to agree upon such Allocation Schedule, but failing such agreement, the parties will each be free to report, act and file Tax Returns (including, but not limited to, IRS Form 8594) as such party determines are correct.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Purchaser as follows, subject to the exceptions set forth in the Disclosure Letter:

4.1 Corporate Existence .

(a) Seller is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization. Seller is duly qualified to conduct business and is in good standing under the Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect. Seller has the requisite corporate, partnership or similar power and authority to carry on the Business as the same is now being conducted. Seller is not in default under or in violation of any provision of its corporate charter or bylaws. Seller is qualified as a foreign entity in the jurisdictions set forth in Section 4.1(a) of the Disclosure Letter.

(b) Each Other Seller is duly organized, validly existing and in good standing (to the extent such concept is recognized under applicable Law) under the Laws of its jurisdiction of organization. Each Other Seller is duly qualified to conduct business and, where applicable, is in good standing under the Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, a Seller Material Adverse Effect. Each Other Seller has the requisite corporate, partnership or similar power and authority to carry on the Business as the same is now being conducted by such Other Seller. Each Other Seller is not in default under or in violation of any

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provision of its corporate charter, bylaws or similar organizational or governance document. Each Other Seller is qualified as a foreign entity in the jurisdictions set forth in Section 4.1(a) of the Disclosure Letter.

4.2 Corporate Authority .

(a) This Agreement and the other agreements, instruments, certificates and documents to be executed and delivered in connection herewith (collectively with this Agreement, the “ Transaction Documents ”) to which Seller and the Subsidiaries of Seller (such Subsidiaries being referred to herein collectively as the “ Other Sellers ”) are or may become a party and the consummation of the transactions contemplated hereby and thereby involving such Persons have been duly authorized by Seller and will be duly authorized by each applicable Other Seller by all requisite corporate, partnership or other action prior to the Closing. Seller has, and in the case of each Other Seller, it will have at or prior to the Closing, full power and authority to execute and deliver, as the case may be, this Agreement and the other Transaction Documents to which it is a party and to perform its obligations hereunder or thereunder. This Agreement and the Transaction Documents have been duly executed and delivered by Seller, and the other Transaction Documents will be duly executed and delivered by the Other Sellers party thereto. This Agreement constitutes, and the other Transaction Documents when so executed and delivered will constitute, a valid and legally binding obligation of Seller and the Other Sellers party thereto, enforceable against it or them, as the case may be, in accordance with its terms, except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at law). Seller has all requisite power and authority to cause each of the Other Sellers to enter into and to perform their obligations under this Agreement and the Transaction Documents to which they are a party.

(b) Except for required filings under the HSR Act, and any other applicable Laws or regulations relating to antitrust or competition (collectively, the “ Antitrust Regulations ”) and the Consents set forth in Section 4.2(b) of the Disclosure Letter, the execution and delivery of this Agreement and the other Transaction Documents by Seller and each of the Other Sellers and the consummation by Seller and each of the Other Sellers of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of the respective certificate of incorporation or bylaws or similar organizational documents of Seller or any Other Seller, (ii) result in a material violation or material breach or constitute a material default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any material obligation or a loss of a material benefit under, or result in the creation of any Lien (other than a Permitted Lien) under, any Assumed Material Contract or (iii) violate, conflict with, in any material respect, or result in a material breach under any provision of any Law applicable to Seller or any Other Seller or any of their respective properties or assets.

4.3 Governmental Approvals and Consents .

Except for any requirements under any Antitrust Regulations, and except as set forth in Section 4.3 of the Disclosure Letter, no material Consent from any United States or foreign, federal,

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state, provincial, municipal or local government agency, court of competent jurisdiction, administrative agency or commission or other governmental or regulatory authority or instrumentality (“ Governmental Authority ”) or any other Person, is required on the part of Seller or any Other Seller in connection with the execution, delivery or performance of this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby and thereby.

4.4 Properties and Assets .

(a) Seller or one or more of the Other Sellers has, or at the Closing will have, good and marketable title to the Purchased Assets, free and clear of all Liens, except (i) Liens for Taxes, assessments and other governmental charges not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other similar Liens, including all statutory Liens, arising or incurred in the ordinary course of business, (iii) original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business, and (iv) other Liens, which Liens, in the case of clauses (i) through (iv), do not, individually or in the aggregate, materially adversely affect the use or value of the underlying Purchased Assets (collectively, “ Permitted Liens ”). The transactions contemplated by this Agreement and the Transaction Documents will convey to and vest in Purchaser good and marketable title to the Purchased Assets, free and clear of all Liens, except Permitted Liens and except as provided in Section 2.3 .

(b) Neither Seller nor any of the Other Sellers has ever owned any Business Facility or portion thereof, and neither Seller nor any of the Other Sellers own or hold or are obligated under or a party to, any option, right of first refusal, or other contractual right to purchase or acquire any real property that is related to the Business.

(c) Section 4.4(c) of the Disclosure Letter contains a list of all Business Facilities currently leased or otherwise occupied for the Business or which have been leased or otherwise occupied for the Business at any time since September 1, 2005.

4.5 Contracts .

(a) Section 4.5(a) of the Disclosure Letter sets forth each Contract material to the Business to which Seller or any Other Seller is party or a beneficiary or by which Seller or any Other Seller is bound or otherwise obligated or to which any of the Purchased Assets is subject which shall be assumed by Purchaser (collectively, the “ Assumed Material Contracts ”), including the following, to the extent material to the Business: (i) Contracts for the sale, distribution, or licensing of any products or services; (ii) real estate leases; (iii) capital or operating leases; (iv) supply Contracts and vendor Contracts; (v) Contracts containing most favored nations or similar pricing provisions; (vi) Contracts containing any limitation or restriction of any nature on the ability of the Purchaser to operate or compete after the Closing; (vii) Contracts containing exclusivity or similar provisions; (viii) Contracts containing rights of first refusal, options or similar rights; (ix) partnership, joint venture or limited liability agreements or strategic alliances; (x) Contracts granting a power of attorney to any Person; (xi) Contracts relating to relationships with distributors, advertisers, or

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customers; (xii) Contracts that are not terminable with less than 60 days notice; (xiii) Contracts for the disposition or acquisition of Purchased Assets (other than in the ordinary course of business consistent with past practice); and (xiv) all other material Contracts that will be assumed by Purchaser. Section 4.5(a) of the Disclosure Letter indicates for each Assumed Material Contract the foregoing clauses (i) through (xiv)  that are applicable thereto.

(b) Seller has made available to Purchaser true and complete copies of all Assumed Material Contracts, including any amendments thereto. All Assumed Material Contracts are valid, binding and in full force and effect with respect to Seller or any Other Seller and, to the knowledge of Seller, immediately following the Closing will continue to be valid, binding and enforceable with respect to each other party thereto, in accordance with the terms thereof as in effect immediately prior to the Closing except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Each Assumed Material Contract is assignable to Purchaser without any Consent except as set forth in Section 4.5(b) of the Disclosure Letter. Neither Seller nor any Other Seller nor, to the knowledge of Seller, any other party, is in material breach or violation of, or material default under, any such Assumed Material Contract, and no event has occurred, is pending or, to the knowledge of Seller, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or material default under such Assumed Material Contract.

(c) Neither Seller nor any Other Seller has received in writing notice of any threatened termination, investigation, or default under any Assumed Material Contract and no party has terminated, cancelled or waived in writing any material term or condition of any Assumed Material Contract, and to Seller’s knowledge, there is no basis for any of the foregoing.

4.6 Litigation .

Except as set forth in Section 4.6 of the Disclosure Letter, neither Seller nor any Other Seller is subject to any material order, judgment, stipulation, injunction, decree or agreement with any Governmental Authority that would prevent or materially interfere with or delay the consummation of the transactions contemplated by the Transaction Documents. No claim, action, suit, proceeding or investigation is pending or, to the knowledge of Seller, threatened against Seller or any Other Seller which would prevent or materially interfere with or delay the consummation of the transactions contemplated by the Transaction Documents. There are no material claims, actions, suits, proceedings or investigations pending or, to the knowledge of Seller, threatened against Seller or any Other Sellers in respect of the Business or the Purchased Assets.

4.7 Intellectual Property Rights .

(a) Section 4.7(a) of the Disclosure Letter sets forth a true and complete list of all material Transferred Business Intellectual Property Licenses (other than licenses for generally commercially available software and other licenses, the total fees for which are less than $10,000). To the knowledge of Seller, all Transferred Business Intellectual Property Licenses are valid and in

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full force and effect and enforceable against the other parties thereto, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the enforcement of creditors’ rights generally or by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). Neither Seller nor any Other Seller, nor, to the knowledge of Seller, any other party thereto, is in material default or material breach under any Transferred Business Intellectual Property License.

(b) To Seller’s knowledge, Seller or one of the Other Sellers is the sole and exclusive owner of, or is licensed to use (subject to any outbound licenses granted by Seller or any Other Seller), all Transferred Business Intellectual Property Rights, Licensed Business Intellectual Property Rights, Business Technology and Licensed Business Technology free and clear of any Liens.

(c) Section 4.7(c) of the Disclosure Letter contains a true, complete and accurate list of all registered Transferred Business Intellectual Property Rights and Licensed Business Intellectual Property Rights, including, in each case, where applicable, the application number, registration number, filing date, date of issuance, assignee of record and country of origin, and indicating which are Transferred Intellectual Property Rights and which are Licensed Intellectual Property Rights. Upon consummation of the transactions contemplated by this Agreement, Purchaser will own all of the Transferred Business Intellectual Property Rights free and clear of any Liens. To the knowledge of Seller, the Transferred Business Intellectual Property Rights and Licensed Business Intellectual Property Rights may be used for the ongoing operation of the Business without infringing on or otherwise acting materially adversely to the rights or claimed rights of any Person, and no material royalty or other consideration is payable or otherwise owing to any Person in connection with the use of any such Transferred Business Intellectual Property Rights and Licensed Business Intellectual Property Rights.

(d) Except as set forth in Section 4.7(d) of the Disclosure Letter, there are no royalties, fees, annuities or other payments payable to any third person by reason of (i) Seller’s or any Other Seller’s ownership, development, use, license, sale or disposition of any Transferred Business Intellectual Property Rights or Transferred Business Technology, or (ii) Seller’s or any Other Seller’s licensing of the Licensed Business Intellectual Property Rights or Licensed Business Technology to Purchaser or its subsidiaries under the Seller License Agreement, in each case other than fees and annuities paid to governmental or quasi-governmental bodies or registration entities (e.g., Internet domain name registration services) in the ordinary course of business to secure and maintain such Business Intellectual Property Rights or Business Technology.

(e) Except as set forth in Section 4.7(e) of the Disclosure Letter, no proceedings have been instituted or are pending against Seller or any Other Seller or, to the knowledge of Seller, threatened, which challenge the rights of Seller or any of the Other Sellers with respect to the Business Technology or Business Intellectual Property Rights.

(f) None of the Transferred Business Technology, Licensed Business Technology, Business Intellectual Property Rights or Licensed Business Intellectual Property Rights is subject to any outstanding judgment, decree, order, writ, award, injunction or determination of an arbitrator or court or other Governmental Authority affecting the rights of Seller or any of the Other Sellers with respect thereto.

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(g) Except as set forth in Section 4.7(g) of the Disclosure Letter and to the knowledge of Seller, neither Seller nor any Other Seller has, in connection with the Business, infringed (whether directly, as a contributory infringer, or through inducement), misappropriated or violated the Intellectual Property Rights of any third party. Neither the Seller nor any Other Seller has received an opinion of counsel relating to third party Intellectual Property Rights that relate to the conduct of the Business.

(h) Except as set forth in Section 4.7(h) of the Disclosure Letter, neither Seller nor any Other Seller has received any notice alleging that Seller’s or any Other Seller’s use of the Business Technology or Business Intellectual Property Rights infringes (whether directly, as a contributory infringer, or through inducement), misappropriates or violates any Intellectual Property Right owned or enforceable by any third party. Section 4.7(h) of the Disclosure Letter lists any written third party complaint, claim or notice, or threat of any of the foregoing (including any notification that a license under any patent is or may be required), received by Seller or any Other Seller alleging any such infringement, violation or misappropriation and any request or demand for indemnification or defense received by Seller or any Other Seller from any reseller, distributor, customer, user or any other third party in relation to the Business or any Product; and Seller has provided to the Purchaser true and complete copies of all such written complaints, claims, notices, requests, demands or threats.

(i) Except as set forth in Section 4.7(i) of the Disclosure Letter and to the knowledge of Seller, there is no unauthorized use, disclosure or infringement of any Business Intellectual Property Right or Business Technology, including by any employee or former employee of Seller or any Other Seller. Seller has provided to Purchaser true and complete copies of all written correspondence, complaints, claims or notices sent by Seller or one of the Other Sellers to a third party, as of the date of the Agreement, concerning the infringement, violation or misappropriation of any Transferred Business Intellectual Property Rights, Licensed Business Intellectual Property Rights, Transferred Business Technology or Licensed Business Technology.

(j) No Open Source Software was or is incorporated in whole or in part into or otherwise forms any part of any Business Intellectual Property Rights or Business Technology used in the Business.

4.8 Finders; Brokers .

With the exception of fees and expenses that are Seller’s sole responsibility, none of Seller or any Other Seller has employed any finder or broker in connection with the transactions contemplated by the Transaction Documents. No broker or finder employed by Seller or any Other Seller would have a valid claim for a fee or commission from Purchaser in connection with the transactions contemplated by the Transaction Documents.

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4.9 Tax Matters .

(a)(i) Neither Seller nor any Other Seller is currently engaged and has not been engaged during the three year period ending on the Closing Date, in any material dispute, audit or claim with any Governmental Authority with respect to Taxes attributable to the Purchased Assets or Transferred Business Intellectual Property Rights, (ii) no Governmental Authority has proposed to make or has made any material adjustment with respect to Taxes attributable to the Purchased Assets or Transferred Business Intellectual Property Rights, and (iii) none of the Purchased Assets is “tax-exempt use property” within the meaning of Section 168(h) of the Code.

(b) There is no material liability for any unpaid Taxes in respect of the Purchased Assets or Transferred Business Intellectual Property Rights.

(c) All material Tax Returns related to the Purchased Assets or Transferred Business Intellectual Property Rights have been timely filed. All such Tax Returns were correct and complete in all material respects. All material Taxes, with respect to the Purchased Assets or Transferred Business Intellectual Property Rights (whether or not shown on any Tax Return) have been timely paid. All material Taxes which have been collected from third parties, with respect to the Purchased Assets or Transferred Business Intellectual Property Rights have been properly remitted to the appropriate taxing authorities. There are no material Liens for Taxes upon any of the Purchased Assets or Transferred Business Intellectual Property Rights.

4.10 Employment and Benefits .

(a) Section 4.10(a) of the Disclosure Letter sets forth a list of each material Seller Plan as of the date of this Agreement.

(b) With respect to each material Seller Plan, Seller has provided or made available to Purchaser true and complete copies of the material Seller Plans.

(c) Neither Seller nor any Subsidiary or any other Person under common control with Seller or any of its Subsidiaries within the meaning of Section 414(b), (c), (m) or (o) of the Code and Section 4001 of the Code and the regulations issued thereunder has ever maintained, established, sponsored, participated in, contributed to, or had an obligation to contribute to any (i) “employee pension benefit plan,” within the meaning of Section 3(2) of ERISA, which is subject to Title IV of ERISA or Section 412 of the Code, (ii) multiemployer plan, as defined in Section 3(37) of ERISA, or (iii) “multiple employer plan” as defined in ERISA or the Code, in each case, with respect to which Purchaser could be subject to any Liabilities (including any indirect, contingent, secondary or successor liability).

(d) Neither Purchaser nor any of its Subsidiaries shall assume or incur any Liabilities under ERISA or the Code with respect to any Seller Plan.

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(e) Since August 1, 2007 and except as set forth in Section 4.10(e) of the Disclosure Letter, other than Transferred Employees, there are no employees of Seller or the Other Sellers that have spent 50% or more of their time working in the Business.

4.11 Compliance with Laws; Permits .

(a) The Business has been conducted by Seller and its Subsidiaries in compliance in all material respects with the Laws applicable thereto. No investigation or review by any Governmental Authority with respect to the operation of the Business is pending or, to the knowledge of Seller, threatened. Neither Seller nor its Subsidiaries, nor any of their members, employees, agents or representatives has used any funds for unlawful purposes or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, except as would not affect the Business.

(b) Seller and its Subsidiaries each have all material permits, licenses, registrations, certificates, franchises, variances, exemptions, orders and other governmental authorizations, consents and approvals (collectively, “ Permits ”) necessary to conduct the Business as presently conducted. Section 4.11(b) of the Disclosure Letter sets forth a list of all material Permits and any applications for material Permits used in connection with or related to the Business. No suspension, cancellation, or termination of any of such material Permits is pending or, to Seller’s knowledge, threatened that would be reasonably likely to materially and adversely affect the ability of the Purchaser after the Closing to conduct the Business as it is currently conducted. Except as set forth in Section 4.11(b) of the Disclosure Letter, all material Permits may be contributed, transferred, and conveyed in full to Purchaser or its Subsidiaries without obtaining any Consents or paying any fees, charges, or similar expenses.

4.12 Environmental Matters .

Seller and each Other Seller in respect of the Business, the Business Facilities, the Hazardous Materials Activities and the Purchased Assets are and have been in material compliance with all Environmental Laws, including the possession of, and the compliance with, all material Permits required under Environmental Laws; there has not been any Release of Hazardous Materials at or from any of the Business Facilities in material violation of Environmental Laws by Seller or any Other Seller or in a manner that would reasonably be expected to give rise to material liability to Seller or any Other Seller under any Environmental Laws; and Seller has not received any material Environmental Claim relating to the Business or the Business Facilities.

4.13 Financial Information .

(a) Section 4.13 of the Disclosure Letter contains the unaudited pro forma balance sheet of the Business as of June 30, 2007 (the “ Balance Sheet ”) and an unaudited pro forma profit and loss statement for the Business for the six months ended June 30, 2007 (collectively, the “ Business Financial Statements ”). Unless otherwise set forth in Section 4.13 of the Disclosure Letter, the Business Financial Statements: (i) are derived from the unaudited consolidated financial statements of Seller and its Subsidiaries as of June 30, 2007, and for the six months then ended, and (ii) fairly

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present, in all material respects, the pro forma financial condition and pro forma operating results of the Business as of and for the period covered thereby in accordance with the accounting principles, procedures, assumptions and estimates set forth in Section 4.13 of the Disclosure Letter.

(b) Except as set forth in Section 4.13(b) of the Disclosure Letter, neither Seller nor any Other Seller has any Liability with respect to the Business, except for (i) Liabilities reflected in the Balance Sheet, (ii) Liabilities which have arisen since June 30, 2007 in the ordinary course of business, (iii) contractual and other Liabilities incurred in the ordinary course of business which are not required by GAAP to be reflected on a balance sheet, (iv) the Excluded Liabilities, and (v) Liabilities which are not and would not reasonably be expected to be, material to the Business or financial results of the Business.

4.14 Customers .

Section 4.14 of the Disclosure Letter sets forth each of the customers of the Business that generated in excess of (a) $300,000 of revenue with respect to the Business for the 12 month period ended December 31, 2006, and (b) $175,000 of revenue with respect to the Business for the six month period ended June 30, 2007. Since December 31, 2006 neither Seller nor any Other Seller has received written notification that any such customer of the Business intends to terminate or materially adversely change its relationship with Seller or any Other Seller, as applicable, with respect to the Business. Since December 31, 2006 there has been no material change in pricing or pricing structure or terms with such customers, there has been no material reduction in the level of purchases of advertising with any such customers, and there has been no material dispute in writing with such customers.

4.15 Suppliers .

Section 4.15 of the Disclosure Letter sets forth the material suppliers to the Business for (a) the 12 month period ended December 31, 2006 and (b) the six month period ended June 30, 2007. Since December 31, 2006, neither Seller nor any Other Seller, as applicable, has received written notification that any such supplier intends to terminate or materially and adversely change its relationship with Seller or any Other Seller, as applicable, with respect to the Business. Since December 31, 2006, there has been no material change in pricing or pricing structure or terms with such suppliers and there has been no material dispute in writing with such suppliers.

4.16 Absence of Changes .

(a) Except as otherwise disclosed in this Agreement or the exhibits or schedules hereto, since December 31, 2006 and through the Closing Date, except as set forth in Section 4.16(a) of the Disclosure Letter, Seller and its Subsidiaries have conducted the Business in the ordinary course, consistent with past practices and there has not been, occurred or arisen any Business Material Adverse Effect.

(b) Except as otherwise disclosed in this Agreement or the exhibits or schedules hereto, since December 31, 2006 and through the date of this Agreement, except as set forth in Section

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4.16(b) of the Disclosure Letter, there has not been, occurred or arisen: (i) any revaluation of any of the Purchased Assets; (ii) the entry by Seller or any Other Seller into any material commitment or material transaction with respect to the Business or Purchased Assets, including incurring or agreeing to incur capital expenditures or obligations in excess of, or any entry into any lease obligations with payments in excess of, with respect to all of the foregoing, $100,000 per item or $500,000 in the aggregate; (iii) any material breach or default (or event that with notice or lapse of time would constitute a breach or default), termination, or threatened termination under any Assumed Material Contract; (iv) any change in accounting methods, principles, or practices relating in any way to the Business; (v) any sale, assignment, conveyance, or other transfer (including within Seller’s and its Subsidiaries’ organization) of any asset used in the Business, except at fair market value in the ordinary course of business to third parties that are not Affiliates of Seller; (vi) any waiver of any material rights related to the Business or the Purchased Assets; (vii) any increase in the compensation payable or to become payable by Seller or any Other Seller to any Transferred Employee; (viii) any increase in any employee benefit plan, payment or arrangement for any Transferred Employee; (ix) any material increase in indebtedness of the Business; or (x) any agreement, arrangement, or understanding to do, or resulting in any, of the foregoing.

4.17 Restrictions on Business Activities .

Except as set forth in Section 4.17 of the Disclosure Letter, there is no Contract to which Seller or any Other Seller is a party or by which it or any of the Purchased Assets is bound, limiting in any material respect the right of Seller or any Other Seller to engage in any material line of business or to compete with any Person, in each case which would apply to the activities of Purchaser after the Closing.

4.18 Sufficiency of Assets .

Except as disclosed in Section 4.18 of the Disclosure Letter, the Purchased Assets, including the Transferred Business Intellectual Property Rights, Transferred Business Technology, Transferred Business Intellectual Property Licenses and the rights of Purchaser under the Transition Services Agreement and in the Licensed Business Intellectual Property Rights, Licensed Business Technology and the Real Property Sublease (a) constitute all the assets, properties and rights necessary and sufficient to conduct and carry on the Business after the Closing in all material respects as currently conducted (other than real property), (b) constitute all of the material assets that are used in, generated by, associated with or relating to the Business, and (c) include all of the assets and properties included in the Balance Sheet (other than supplies and inventory used, sold or disposed of in the ordinary course of business in accordance with past practice), except that no representation is made as to Seller’s centralized services for information technology, administrative, human resources, and other similar back office corporate services. Notwithstanding the foregoing, this Section 4.18 shall not be deemed a representation or warranty regarding non-infringement, validity or enforceability of Intellectual Property Rights.

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4.19 Condition of Purchased Assets .

The tangible Purchased Assets, taken as a whole, are free from material defects, have been maintained in accordance with normal industry practice, are in good operating condition and repair (subject to normal wear and tear) and are suitable for the purposes for which they presently are used.

4.20 Website Traffic . For each month from January 1, 2006 through July 31, 2007, Section 4.20 of the Disclosure Letter sets forth (a) the number of yellow page searches on Seller’s covered InfoSpace web sites; and (b) the number of pageviews on Seller’s covered Switchboard web sites, in each case as derived from Seller’s internal data management systems and rounded to the nearest hundred thousand, and such information accurately reflects the information derived from such internal data management systems and Seller has no knowledge that such information is inaccurate in any way or manner.

4.21 Information Technology .

Section 4.21 of the Disclosure Letter sets forth a complete list of all material items of hardware, software, databases, computer equipment, and other information technology used in, associated with, or relating to the Business (collectively, the “ Information Technology ”), specifying whether such material Information Technology is owned or leased and including a complete list of all Assumed Material Contracts relating to the current use of the Information Technology in the Business. Upon consummation of the transactions contemplated by this Agreement, the Purchaser will own, or have a valid and enforceable right to use, all of the Information Technology that is necessary to operate the Business free and clear of any Liens. Set forth in Section 4.21 of the Disclosure Letter is a list of all transfer or similar fees that are required, or expected to be required, to transfer any Information Technology to the Purchaser.

ARTICLE V

REPRESENTATIONS OF PURCHASER

Purchaser represents and warrants to Seller as follows:

5.1 Corporate Existence .

Purchaser and each Designee is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization. Purchaser and each Designee is duly qualified to conduct business and is in good standing under the Laws of each jurisdiction in which the nature of its businesses or the ownership or leasing of its properties requires such qualification, except for those jurisdictions in which the failure to be so qualified or in good standing has not had, and would not reasonably be expected to have, a Purchaser Material Adverse Effect. Purchaser and each Designee have the requisite corporate power and authority to own, lease and operate the Purchased Assets and assume the Assumed Liabilities, and to carry on the Business in substantially the same manner as the same is now being conducted by Seller and the Other Sellers. Neither Purchaser nor any Designee is in default under or in violation of any provision of its corporate charter or bylaws.

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5.2 Corporate Authority .

(a) This Agreement and the other Transaction Documents to which Purchaser and the Designees are a party and the consummation of the transactions contemplated hereby and thereby involving Purchaser and its Designees have been duly authorized by Purchaser and its Designees by all requisite corporate, partnership or other action. Purchaser and each Designee has full power and authority to execute and deliver, as the case may be, this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder or thereunder. This Agreement has been duly executed and delivered by Purchaser, and the other Transaction Documents will be duly executed and delivered by Purchaser and any Designee party thereto, and this Agreement constitutes, and the other Transaction Documents when so executed and delivered will constitute, a valid and legally binding obligation of Purchaser and each of its Designees party thereto, enforceable against it or them, as the case may be, in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law).

(b) Except for the required filings under the applicable Antitrust Regulations, the execution and delivery of this Agreement and the other Transaction Documents by Purchaser and the Designees and the consummation by Purchaser and the Designees of the transactions contemplated hereby and thereby do not and will not (i) violate or conflict with any provision of the respective certificate of incorporation or bylaws or similar organizational documents of Purchaser or any of its Designees, (ii) result in any violation or breach or constitute any default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or to the loss of a material benefit under, or result in the creation of any Lien, under any material contract, indenture, mortgage, lease, note or other agreement or instrument to which Purchaser or any of its Designees is subject or is a party, or (iii) violate, conflict with or result in any breach under any provision of any Law applicable to Purchaser or any of its Designees or any of their respective properties or assets, except, in the case of clauses (ii) and (iii), to the extent that any such breach, default, termination, cancellation, acceleration, Lien, violation, conflict, breach or loss would not reasonably be expected to result in a Purchaser Material Adverse Effect.

5.3 Governmental Approvals and Consents .

Neither Purchaser nor any of its Designees is subject to any order, judgment, decree, stipulation, injunction or agreement with any Governmental Authority which would prevent or materially interfere with or delay the consummation of the transactions contemplated by the Transaction Documents or would be reasonably likely to have a Purchaser Material Adverse Effect. No claim, action, suit, proceeding or investigation is pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its Designees which would prevent or materially interfere with or delay the consummation of the transactions contemplated by the Transaction Documents. Except for any requirements under any Antitrust Regulations, no Consent from any Governmental Authority or other Person, is required on the part of Purchaser or any of its Designees in connection with the execution, delivery or performance of this Agreement or any of the other Transaction

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Documents or the consummation of the transactions contemplated hereby and thereby, except for such Consents which have been obtained or will be obtained as of the Closing Date and remain in full force and effect and those with respect to which the failure to have been so obtained or to remain in full force and effect would not reasonably be expected to result in a Purchaser Material Adverse Effect.

5.4 Financial Capacity .

Purchaser and its Designees have available, and will have available on the Closing Date, sufficient funds to enable them to consummate the transactions contemplated hereby.

5.5 Finders; Brokers .

With the exception of fees and expenses that are Purchaser’s sole responsibility, neither Purchaser nor any Designee has employed any finder or broker in connection with the transactions contemplated by the Transaction Documents. No finder or broker employed by Purchaser or any Designee would have a valid claim for a fee or commission from Seller in connection with the transactions contemplated by the Transaction Documents.

ARTICLE VI

AGREEMENTS OF PURCHASER AND SELLER

6.1 Operation of the Business .

Except as required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, Seller covenants that, in respect of the Business, until the Closing it will, and it will cause the Other Sellers to, use commercially reasonable efforts to continue, in a manner consistent with the past practice of the Business, to keep available the services of their respective employees engaged in the Business through the Closing, to maintain and preserve intact the Business in all material respects and to maintain in all material respects the ordinary and customary relationships of the Business with its suppliers, customers and others having material business relationships with it with a view toward preserving for Purchaser and its Designees, after the Closing Date, the Business, the Purchased Assets and the goodwill associated therewith. Except as otherwise disclosed in Section 6.1 of the Disclosure Letter, until the Closing, Seller shall, and it shall cause the Other Sellers in respect of the Business to, continue to operate and conduct the Business in all material respects in the ordinary course. Except as otherwise required by this Agreement or as disclosed in Section 6.1 of the Disclosure Letter, without limiting the generality of the foregoing, Seller shall not and shall cause the Other Sellers not to, without the prior written approval of Purchaser (which approval shall not be unreasonably withheld or delayed), take any of the following actions with respect to the Business:

(a) transfer, sell, lease, license or otherwise convey or dispose of, or subject to any Lien, any of the Purchased Assets other than (i) sales of inventory in the ordinary course of business, (ii) other transfers, leases, licenses and dispositions made in the ordinary course of business that are not material individually or in the aggregate, or (iii) Permitted Liens;

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(b) directly or indirectly, through any officer, director or agent, solicit inquiries or proposals that constitute, or are intended to lead to a proposal or offer from, provide any confidential information to, or initiate any discussions or negotiations or cooperate with, any Person (other than Purchaser and its Subsidiaries and their respective officers, employees, representatives and agents) that involves, directly or indirectly, any sale or other disposition of the Business (other than in connection with transactions that would be permitted pursuant to this Agreement and other than any transaction relating to the equity or debt of Seller that would not materially and adversely affect Seller’s ability to consummate the transactions contemplated hereby) or otherwise knowingly facilitate or encourage any effort or attempt to do or seek any of the foregoing. Seller will cease and cause to be terminated any existing activities or negotiations with any parties conducted heretofore with respect to any of the foregoing;

(c) engage in any material transaction concerning the Business or the Purchased Assets, including by making any material expenditure, investment, or commitment or entering into any material agreement or arrangement of any kind, except for without the consent of Purchaser, which will not be unreasonably delayed or withheld, budgeted capital expenditures not exceeding $25,000 individually and $100,000 in the aggregate;

(d) grant or sell any option or right to purchase any of the Purchased Assets that are material to the Business individually or in the aggregate;

(e) (i) grant any material increase in the compensation of any Transferred Employees, except for increases in the compensation of such employees (A) in the ordinary course of business, (B) required as a result of collective bargaining or other agreements with such employees as in effect on the date hereof or (C) as required by applicable Law or by any Seller Plan as in effect on the date hereof, or (ii) hire new employees, or (iii) enter into, adopt or amend any Seller Plan, other than in the ordinary course of business or as required by applicable Law;

(f) cancel, compromise, release or assign any material indebtedness owed to it or any material claims held by it, or any material rights that would otherwise be part of the Purchased Assets or Business;

(g) terminate (other than by expiration) or amend or modify (other than by automatic extension or renewal if deemed an amendment or modification of any such Contract) in any material respect the terms of any Assumed Material Contract;

(h) sell, transfer, license or otherwise convey or dispose of any Transferred Business Intellectual Property, other than in the ordinary course of business;

(i) enter into any material financing arrangement, agreement or undertaking with any customer of the Business or any financial institution, leasing company or similar business that permits recourse to Purchaser or any of its Subsidiaries which would constitute an Assumed Liability, other than such amounts that are not material individually or in the aggregate and that are entered into in the ordinary course of business;

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(j) mortgage or pledge any of the Purchased Assets or subject any of the Purchased Assets to any Lien (other than Permitted Liens), other than in the ordinary course of business;

(k) make any changes in the pricing, billing, collection, reimbursement, discount or warranty policies, practices and procedures for the Business or its operations, other than non-material changes in the ordinary course of business;

(l) institute or settle any material legal proceeding with respect to the Business;

(m) take any action to cause the Purchased Assets not to be in good repair, order, and condition, reasonable wear and tear excepted, or cancel or terminate the insurance with respect to the Business;

(n) establish, adopt, or enter into any Seller Plan or any plan, agreement, program, policy, trust, fund, or other arrangement that could be an Seller Plan that would impose any Liability on Purchaser after the Closing;

(o) make any new, or change any existing, Tax elections, in each case, that would impose a Tax Liability on Purchaser after the Closing;

(p) take any action to cause the Purchased Assets or the Business to not comply in all material respects with all Laws and all orders of any Governmental Authorities applicable thereto;

(q) agree in writing or otherwise to take any of the foregoing actions; or

(r) take or suffer to be taken any action that would result in any breach of any representation or warranty set forth in Section 4.16(b) if such representations and warranties were made through the Closing Date.

6.2 Investigation of Business; Confidentiality .

(a) Until the Closing, Seller shall, and shall cause its Subsidiaries to, permit Purchaser, its Designees and their respective authorized agents or representatives to have reasonable access to the properties, books, records and the employees of the Business at reasonable hours to review information and documentation and ask questions relative to the properties, books, Contracts, commitments and other records of the Business and to conduct any other reasonable investigations; provided , that such investigation shall only be upon reasonable notice and shall not unreasonably disrupt the personnel and operations of Seller and its Subsidiaries, shall comply with the reasonable security and insurance requirements of Seller and any Subsidiary and shall be at Purchaser’s and its Designees’ sole risk and expense. Notwithstanding the foregoing, Seller and its Subsidiaries shall have no obligation to disclose any information, the disclosure of which is subject to a confidentiality obligation in favor of any third party; provided , that, Purchaser is informed of the confidential nature of such information. All requests for access to the offices, properties, books and records of Seller and its Subsidiaries shall be made to such representatives of Seller or any Subsidiary as Seller shall

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designate upon reasonable prior notice to Purchaser, who shall be solely responsible for coordinating all such requests and all access permitted hereunder. It is further agreed that neither Purchaser, its Designees nor any of their respective Affiliates, agents or representatives shall contact any of the employees, customers (including dealers and distributors), suppliers, joint venture partners or other Subsidiaries or Affiliates of Seller in connection with the transactions contemplated hereby, whether in person or by telephone, electronic or other mail or other means of communication, without the specific prior authorization of such representatives of Seller or any Su