Assets of Mattress Manufacturing Business

Sale of substantially all of assets of Corsicana Bedding, LLC, et al., (the “Seller”), which includes:

• Any cash, cash equivalents on hand or marketable securities of the Sellers in excess of $200,000 (but excluding, for the avoidance of doubt, any portion of the Cash Purchase Price);
• Subject to Section 6.7, all Inventory, wherever located, including any Inventory that is located at any Leased Real Property Location or is stored on behalf of or is in transit to the Sellers, as set forth on Schedule 4.16;
• All fixed assets, equipment, furnishings, computer hardware, vehicles, fixtures and all other tangible personal property, as set forth on Schedule 2.1(c), in each case whether owned or leased, whether situated on the Leased Real Property Locations or elsewhere, and all of the Sellers’ rights under warranties, indemnities, licenses or similar rights against Third Parties with respect to any item referenced in this clause (c);
• Subject to Section 6.7, all rights, title and interest of the Sellers in, to and under the Contracts designated as Assumed Contracts pursuant to Section 6.7;
• All Corsicana Intellectual Property and Corsicana Data, including all tangible embodiments thereof, and all related files and documentation thereof, and all rights to bring claims for any past, present or future infringement, misappropriation or other violation of the foregoing;
• All accounts receivable (whether billed or unbilled), notes, and other documents which evidence any indebtedness to the Sellers;
• All rights in and under all express or implied guarantees, warranties, representations, covenants, indemnities and similar rights in favor of the Sellers, and any claims against suppliers, insurers or other Third Parties, in each case, solely to the extent related to the Purchased Assets or the Assumed Liabilities;
• All Licenses set forth on Schedule 4.13(a)(ii), to the extent that they are transferable (collectively, the “Transferred Licenses”);
• All customer information and mailing lists in the Corsicana Business, in whatever media retained or stored;
• To the extent transferrable, all Insurance Policies maintained by any Seller for the benefit of the Purchased Assets and the Corsicana Business, in each case, solely to the extent related to the Purchased Assets or the Assumed Liabilities, and to the extent not transferrable, all insurance proceeds, credits, premium refunds, reserves, benefits or claims of any Seller thereunder;
• Subject to the receipt of third party consents, if any, the approximately 42.8601% limited liability company interest in Englander Sleep Products, LLC owned by Olive Branch Building, LLC (the “Joint Venture”);
• All goodwill directly associated with the Purchased Assets;
• All Pre-Paid Expenses;
• All Documents other than those described in Section 2.2(c);
• All actions, Claims, lawsuits, causes of action and demands available to any Seller in the Corsicana Business under chapter 5 of the Bankruptcy Code, including sections 542 through 553 of the Bankruptcy Code, and all recoveries therefrom or arising out of any governance or internal operations of any Seller (including any recoveries paid from any directors and officers liability insurance policy) and any dealings of any Seller with an insider whether or not under chapter 5 of the Bankruptcy Code;
• All commercial tort claims of the Sellers, in each case, relating solely to the Purchased Assets or the Assumed Liabilities; and
• All other assets set forth on Schedule 2.1(q).