Assets of Centrifuge Manufacturing Company

Sale of assets of Kubco Decanter Services, Inc. which includes:

1. the Intellectual Property owned by Kubco, whether or not issued, abandoned or pending, (the "Purchased Intellectual Property");
2. all furniture, equipment, including all of Kubco's testing equipment, spray and mixing equipment, and personal protective equipment, furnishings, supplies, fixtures, materials, inventory, tools, computer hardware, computer equipment, and other tangible personal property owned by Seller which is used in the Business, including, but not limited to, those set forth in Exhibit "C." and including, without limitation, those items located at 831 Breen Rd on Jan. 6, 2017 (collectively, the "Owned Tangible Property"),
3. All Kubco inventory and any previous iterations of this product in all forms of packaging. This includes all inventory held at 8031 Breen Road, Houston, Texas 77064, or held by any member, manager, officer, or employee and elsewhere, including, without limitation,those items located at 831 Breen Rd on Jan. 6, 2017 and those listed on Exhibit "D" hereto.
4. all of Sellers rights to access marketing materials including, but not limited to, printed materials, website, linkedin and vimeo;
5. all customer lists and potential customer target list;
6. all telephone numbers and facsimile numbers;
7. all assumed names, goodwill and trade names of Seller;
8. all deposits, credits, advances, prepayments and rebates that relate to the Purchased Assets;
9. all rights, demands, claims, causes of action, rights of recovery, credits, allowances, rebates, recoupment or rights of setoff or subrogation or defenses of Seller against any Person, to the extent that they relate to the Purchased Assets and are not otherwise included in the Excluded Assets defined hereunder.
10. all assets, properties and rights of Seller and Seller's Affiliates used in or relating to their respective businesses other than the Business;
11. all books, records and other documents, or copies thereof, whether in hard copy, electronic or other format, unless (i) related to employees or employee-related or employee benefit-related files or records and any other books and records which Seller is prohibited from disclosing or transferring to Purchaser under applicable Law and are required by applicable Law to retain in their possession, (ii) they cannot be transferred under Laws relating to privacy or health, (iii) Seller is not permitted to transfer pursuant to confidentiality agreements with others, or (iv) related to assets, liabilities or obligations retained by Seller, including the Excluded Assets, Excluded Liabilities and any accounts receivable of Seller (Provided, the Purchaser shall be entitled to a copy of records identified in this subsection [iv.]); and
12. all of Sellers' rights under the Transaction Documents and the other agreements, certificates and instruments to be executed in connection with, or pursuant to, this Agreement.
13. to the extent available, all books and records relating exclusively to the Purchased Assets, including equipment maintenance and warranty information;
14. to the extent legally assignable, the rights of Seller to manufacturers' warranties and indemnities to the extent relating to the Purchased Assets, other than warranties and indemnities relating to any Excluded Assets; and
15. to the extent legally assignable and subject to subsequent acceptance by Purchaser in its sole discretion and applicable requirements of transfer, all Permits of Seller used in the Business related to the Purchased Assets (collectively the "Assigned Permits").