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a. all of Winecoff's right, title and interest in the furniture, fixtures <br />equipment, vehicles and other personal property listed on Schedule I attached <br />hereto and by reference made a part hereof; <br /> <br /> b. all right, title and interest of Winecoif in and to the leases of <br />equipment or other personal property listed on Schedule 2 attached hereto and by <br />reference made a part hereof; <br /> <br /> c. all right, title and interest of Winecoif in and to the real property <br />described on Schedule 3 attached hereto and by reference made a part hereof. <br /> <br /> 1.2 Other Assets. Notwithstanding anything to the contrary contained herein, <br />Wine. coif hereby sells, assigns, transfers and delivers to City, and City hereby purchases and <br />acquires from Winecoff, as of the Closing Date all other assets of Winecoff not otherwise <br />specifically itemized in Schedule 1. <br /> <br /> 1.3 Consideration. As consideration for the foregoing assignment, transfer and <br />conveyance, and the covenants and agreements contained herein, City shall: <br /> <br /> a. permanently assume the provision of fire protection services to the <br />residents of the Winecoff Fire Protection District (the "District") in such portions <br />of the District that are located in the City of Kannapolis or areas annexed by the <br />City; and <br /> <br /> b. permanently assume the provision of fire protection services in <br />such areas of the District that are assigned to the City by the Cabarrus Board of <br />County Commissioners. <br /> <br /> c. assume and take assignment of the liabilities set forth on Schedule <br />4 attached hereto and by reference made a part hereof, subject to the approval of <br />such third party vendors, creditors or other parties as may be required. <br /> <br /> 1.4 Assumption of Other Liabilities. Except as provided in paragraph 1.3 above City <br />is not assuming, and shall have no liability or obligation with respect to, any other agreements, <br />commitments, debts, liabilities or obligations of Winecoff, including, without limitation: (a) any <br />obligations or liabilities to suppliers of materials, supplies or equipment; (b) any liability or <br />obligation to employees of Winecoff which has accrued or may accrue in connection with any <br />services performed by such employees prior to the Closing; (c) any errors and omissions liability <br />or obligation; or (d) any liability or obligation with respect to any Assets except as identified in <br />Schedule 4. <br /> <br /> <br />