Assets of Injection Molded Plastic Parts Manufacturing Business

Sale of substantially all of assets of the Tec-Air, Inc., including all right, title and interest of Seller in, to or under all of the properties and assets of Seller (other than the Excluded Assets) of every kind and description, wherever located, real, personal or mixed, tangible or intangible, owned, leased, licensed, used or held for use in or relating to the Business, described as below:

• All Accounts Receivable;
• The right to receive and retain payments in respect of any Accounts Receivable and the right to receive and retain Seller’s mail and other communications to the extent related to the other Purchased Assets and/or the Assumed Liabilities;
• All Inventory;
• All Equipment;
• All Fixed Assets listed or described on Schedule 2.1(e) (the “Fixed Assets”); provided, however, that the Parties agree that this schedule shall be finalized prior to the Closing and that they will cooperate with one another in order to cause this schedule to be finalized; provided further, however, that this schedule shall include, without limitation, the assets listed in the Impact Solutions Software List, the Impact Solutions Asset Summary Report, the Tec Air Proprietary Tools List, the Selden Fox 2016 List (excluding assets highlighted in yellow), and the Injection Molding/Robot + Other Equipment List;
• All Contracts listed or described on Schedule 2.1(f) (the “Assumed Contracts”);
• All Leases of Leased Real Property listed or described on Schedule 2.1(g), including any improvements to such Leased Real Property (such Leases, the “Assumed Leases”);
• The Permits set forth on Schedule 2.1(h) and pending applications therefor, in each case to the extent assignable;
• All Intellectual Property (including all goodwill associated therewith);
• All products and services currently marketed or sold by Seller, including all products in development by Seller;
• All Documents except those (i) relating exclusively to any Excluded Asset or Excluded Liability; or (ii) relating to employees of Seller who are not Transferred Employees;
• All telephone, telex and telephone facsimile numbers and other directory listings used in connection with the Business, to the extent assignable;
• All Purchased Deposits;
• All rights to proceeds under insurance policies relating to claims for losses related to any Purchased Asset or Assumed Liability;
• Any rights, claims, refunds, causes of action, choses in action, rights of recovery and rights of setoff of Seller against third parties arising out of events occurring prior to the Closing Date, including, all Avoidance Actions, excluding only the rights, claims, refunds, causes of action, chooses in action, rights of recovery and rights of setoff that are identified as Excluded Assets in Section 2.2;
• All goodwill and other intangible assets associated with the Business or the Purchased Assets;
• Any proprietary rights in Internet protocol addresses, ideas, concepts, methods, processes, formulae, models, methodologies, algorithms, reports, data, customer lists, mailing lists, business plans, market surveys, market research studies, websites, information contained on drawings and other product specification documents, information relating to research, development or testing, and documentation and media constituting, describing or relating to the Intellectual Property, including memoranda, manuals, technical specifications and other records wherever created throughout the world, but excluding reports of accountants, investment bankers, crisis managers, turnaround consultants and financial advisors or consultants;
• All advertising, marketing and promotional materials, studies, reports and all other printed or written materials relating to the Business; and
• All other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of Seller related to the Business of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and whether or not specifically referred to in this Agreement; provided, however, none of the Parties hereto intends that Purchaser, or any of its Affiliates, shall be deemed to be a successor to Seller with respect to Purchased Assets.