Assets of Manufacturing and Constructing Factory Business

Sale of substantially all of the assets of CST Industries Holdings Inc., include all of Sellers’ right, title and interest in, to and under all of the assets, properties and rights of every kind and nature, whether real, personal or mixed, tangible or intangible (including goodwill), wherever located and whether now existing or hereafter acquired, whether owned, leased, licensed, used used in the operation of the Business, other than the Excluded Assets, described as below:

• All cash, cash equivalents or similar cash items of Sellers as of 12:01 a.m. Central time on the Closing Date (but without giving effect to the consummation of the Closing);
• All accounts, notes and other receivables related to the Business or held by Sellers, and any security, claim, remedy or other right related to any of the foregoing;
• All deposits (including customer deposits and security deposits for rent, electricity, telephone or otherwise to the extent transferable) and prepaid charges and expenses of Sellers made in connection with the Business, other than any deposits or prepaid charges and expenses paid in connection with or relating to any Excluded Assets;
• All Inventory;
• Those Contracts to which any Seller is a party and are listed in Section 1.01(e) of the Disclosure Schedules (the “Assigned Contracts”), all sales orders and purchase orders incurred in the Ordinary Course, and the Assumed CBA;
• All Owned Real Property and Leased Real Property;
• All rights of Sellers with respect to the Owned Real Property, together with all facilities, improvements, fixtures and other appurtenances thereto and rights in respect thereof and all servitudes, easements, rights-of-way, other surface use agreements, and water use agreements to the extent used in connection with the Business;
• All Intellectual Property;
• All furniture, fixtures, equipment, machinery, tools, vehicles, office equipment, supplies, computers, telephones and all other tangible personal property (the “Tangible Personal Property”);
• All Permits listed in Section 3.15 and Section 3.16(b) of the Disclosure Schedules to the extent assignable pursuant to section 363 or section 365 of the Bankruptcy Code;
• All warranties, indemnities and all similar rights against third parties;
• All insurance benefits, including rights, experience ratings (to the extent transferable) and proceeds arising from or relating to the Purchased Assets or the Assumed Liabilities;
• All Books and Records, including employee records pertaining to such employees who are Transferred Employees;
• All goodwill and the going concern value of the Business, including customer and supplier lists and the goodwill associated with any trademarks included in those Purchased Assets consisting of Intellectual Property;
• The Purchased Avoidance Actions and all rights thereunder, which shall be automatically waived by Buyer without further action immediately upon the consummation of the Closing, and all nontort claims, demands, deposits, warranties, guarantees, refunds, rights of recovery, rights of set off and other rights and privileges against third parties, whether liquidated or unliquidated, fixed or contingent, choate or inchoate, that arise out of or are related to the Purchased Assets;
• All goodwill and the going concern value of the Business;
• The Employee Benefit Plans and assets attributable thereto that are listed in Section 1.01(q) of the Disclosure Schedules;
• All of the issued and outstanding shares of capital stock of CST Industries (UK ) Ltd. and CST Industries Singapore Pte. Ltd.; and
• All other assets of Sellers that are not Excluded Assets.