Assets of Fluid Reprocessing Management Services Business

Sale of substantially all of the assets of CRS Reprocessing, LLC., include all of the assets and properties of Seller which relate to the Business, other than the Excluded Assets, described as below:

• All of the personal property owned by Seller and used in the Business, wherever located, including equipment, accessories, machinery, apparatus, furniture, fixtures, motor vehicles, computer hardware and software, and phone system and office equipment, including, without limitation, those items identified on Schedule 2.1 attached hereto;
• All of the outstanding capital stock or equity interests of the Subsidiaries of Seller listed on Schedule 2.1(b) (the “Acquired Subsidiaries”);
• All inventory and supplies maintained by Seller in connection with the Business as of the Closing Date, wherever located;
• All accounts receivable of Seller relating to the Business arising on or prior to the Closing Date;
• To the extent assignable under applicable Legal Requirements, all Permits necessary for or incident to the operation of the Business;
• All of Seller’s rights under all “executory contracts” and “unexpired leases” to which Seller is a party and to which Purchaser elects to take assignment of at or before the Closing in accordance with the process described in Section 2.4(a) (collectively, the “Assumed Contracts”);
• All of the intangible rights and property of Seller associated with the Business, including Seller’s Intellectual Property Rights, telephone and telecopy listings, websites and domain names;
• With respect to the Business, any and all past and pending documents of sales and service information, customer lists, supplier lists, inventory cost records, machinery and equipment records, mailing lists, sales and purchasing materials, employee policy manuals, quality control records and procedures, books of account, customer records, supply records, employment and personnel records, quotations, purchase orders, correspondence, sales, brochures, advertising materials, samples and display materials;
• All rights of Seller relating to deposits and prepaid expenses;
• Any and all Claims (as defined below) of Seller and any of Seller’s affiliates against (x) Buyer, or any of its affiliates, agents, successors and assigns, and each of their respective affiliates and their or their affiliates past, present or future direct or indirect officers, directors, employees, agents, advisors, investors, shareholders, partners, members, other equity holders, administrators, affiliates, trusts, beneficiaries, divisions, subsidiaries, predecessor and successor corporations or other entities, successors and assigns or any of the above in its or his capacity as a past, present or future direct or indirect officer, director, investor or equity holder of Seller or any affiliate, (y) THL Credit, Inc., THL Credit Greenway Fund, LLC, or any of their affiliates, agents, successors and assigns, and each of their respective affiliates and their or their affiliates past, present or future direct or indirect officers, directors, employees, agents, advisors, investors, shareholders, partners, members, other equity holders, administrators, affiliates, trusts, beneficiaries, divisions, subsidiaries, predecessor and successor corporations or other entities, successors and assigns or any of the above in its or his capacity as a past, present or future direct or indirect officer, director, investor or equity holder of Seller or any affiliate; and (z) Harvest Capital Credit Corporation, or any of its affiliates, agents, successors and assigns, and each of their respective affiliates and their or their affiliates past, present or future direct or indirect officers, directors, employees, agents, advisors, investors, shareholders, partners, members, other equity holders, administrators, affiliates, trusts, beneficiaries, divisions, subsidiaries, predecessor and successor corporations or other entities, successors and assigns or any of the above in its or his capacity as a past, present or future direct or indirect officer, director, investor or equity holder of Seller or any affiliate. As used herein, “Claims” means any and all claims, of every name and nature (including, without limitation, crossclaims, counterclaims, rights of set-off and recoupment, actions, causes of action, suits, debts, accounts, interests, liens, promises, warranties, damages and consequential damages, demands, agreements, bonds, bills, specialties, covenants, controversies, variances, trespasses, judgments, executions, costs or expenses), both at law and in equity, known or unknown, suspected or unsuspected, accrued or unaccrued, which have been or could have been asserted against any releaseee, which any other releasee has or ever had through September 11, 2017; and
• Except as set forth in Section 2.2(d), all cash, bank deposits and cash equivalents of Seller.