Assets of Chemicals Manufacturing and Distributing Business

Sale of substantially all of the assets of SIERRA CHEMICAL CO., described as below:

• Intellectual Property: All Business Marks, Business Patents, Business Copyrights and Business Trade Secrets as defined in Section 11.12 (i) of this Agreement and listed in Schedule 1.2(a);
• Personal Property: All of the equipment, machinery, tooling, and personal property used by SCC in the conduct of the Business, including by way of example and not as a limitation the property listed on Schedule 1.2(b),
• Inventories and Supplies: All of the inventory, consisting of raw materials, work-in-process, finished goods, consumable materials, merchandise for resale and spare parts used by SCC or held by SCC for sale in the conduct of the Business including by way of example and not as a limitation that listed on Schedule 1.2(c) ("Inventories & Supplies").
• Contracts: All rights under all agreements, contracts, purchase orders, commitments, licenses and leases used by SCC in the conduct of the Business which are listed on Schedule L2(d) ("Assumed Contracts"). Purchaser shall assume, to the extent assignable, the Assumed Contracts;
• Goodwill: All goodwill and information pertaining to the Business and Purchased SCC Assets, including all records, books, manuals, customer lists, supplier lists, permits, franchises, advertising and sales literature, product testing results and records, and any other operating data.
• Accounts Reçeivable: All trade acaounts receivable due to SCC as of the Closing Date. However, for any accounts receivable collected by Purchaser but not included in the Closing Date Estimated Net Working Capital, shall be reimbursed by Purchaser to Sellers within thirty (30) days of its receipt by Purchaser.
• Other Assets: All other properties, assets, including intangible assets, used primarily by SCC in the conduct ofthe Business aI aiy time,whether or not currently used by SCC in the conduct ofthe Business, including, by way of example and not as a limitation, the properties and assets listed on Schedule 1.2(g).

The Sale Assets are more described in "Schedules" on the attached PDF.