Assets of Arizona RV Resort

Sale of Assets of COCHISE TERRACE LLC includes:

1. all accounts or notes receivable;
2. all inventory, finished goods, raw materials, work in progress, packaging, supplies, parts and other inventories (“Inventory”);
3. all intellectual property assets;
4. all furniture, fixtures, equipment, supplies and other tangible personal property (“Tangible Personal Property”);
5. all owned real property and leased real property, particularly that certain property situated in Cochise County, Arizona, together with all easements, right of way, licenses, privileges, hereditaments, and appurtenances, if any, inuring to the benefit of such land, including without implied limitation all abutter’s rights and title, if any, to all land underlying roadways adjacent to such land (collectively, “Land Parcel”);
6. all permits, including environmental permits, but only to the extent such permits may be transferred under applicable law;
7. all prepaid expenses, credits, advance payments, security, deposits, charges, sums and fees to the extent related to any of the Assets;
8. all of Seller’s rights under warranties, indemnities and all similar rights against third parties to the extent related to any of the Assets;
9. originals, or where not available, copies, of all books and records, including books of account, ledgers and general, financial and accounting records, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any governmental authority), sales material and records, strategic plans, internal financial statements and marketing and promotional surveys, material and research, that relate to the Business or the Assets; and
10. all goodwill associated with the Assets described in the foregoing clauses.