Assets of Residential Construction Business

Sale of all assets of Heritage Home Group LLC includes:

1. (i) all inventory, finished goods, raw materials, work in progress, swatches, packaging, supplies, parts and other inventories used or held for use primarily in connection with the Business whether located at one of the Sites, each of which is listed on Section 2.01(a) of the Disclosure Schedules, in transit to or from one of the Sites, but, without regard to location, and (ii) all other finished goods inventory held for sale and accessories located at the Showrooms listed on Section 2.01(a) of the Disclosure Schedules (“Inventory”);
2. all Intellectual Property Assets;
3. all furniture, fixtures, equipment, machinery, tools, vehicles, security devices, office equipment, office supplies, computers, telephones and other tangible personal property primarily related to or primarily used in connection with the Business, including those items identified on Section 2.01(c) of the Disclosure Schedules (the “Tangible Personal Property”);
4. all Contracts set forth on Section 2.01(d) of the Disclosure Schedules, including the Leases set forth therein (the “Assigned Real Property Leases”), and all rights and benefits under all such Contracts;
5. all Accounts Receivable and all Actions specifically pertaining to the collection of the Accounts Receivable;
6. the Owned Real Property, including the buildings, parking lots and other improvements or movable assets considered real property as a matter of Law located on or attached to such Owned Real Property;
7. all transferable Permits, including Environmental Permits, which are held by any Seller primarily for the conduct of the Business as currently conducted or primarily for the ownership and use of the Purchased Assets, as set forth in Section 4.14 of the Disclosure Schedules;
8. all rights to any Actions of any nature available to or being pursued by any Seller, including Avoidance Actions (which, for the avoidance of doubt, shall be deemed waived and not pursued by Buyer), to the extent related primarily to the Purchased Assets or the Assumed Liabilities, whether arising by way of counterclaim or otherwise;
9. subject to Section 2.02(k), all prepaid expenses, credits, advance payments, claims, deposits, refunds, rights of recovery, rights of set-off, rights of recoupment, charges, sums and fees in connection with the Purchased Assets or the Assumed Liabilities;
10. all of Sellers’ rights under warranties (including warranties with manufacturers, suppliers and vendors), indemnities and all similar rights against third parties to the extent related primarily to any Purchased Assets;
11. originals or copies, of all books and records, including, but not limited to, books of account, ledgers and general, financial and accounting records, employee related or employee benefit-related files or records of Hired Employees to the extent the conveyance of such documents to Buyer is permitted by applicable Law, machinery and equipment maintenance files, customer lists, customer purchasing histories, price lists, distribution lists, supplier lists, production data, quality control records and procedures, customer complaints and inquiry files, research and development files, records and data (including all correspondence with any Governmental Authority), sales material and records (including pricing history, total sales, terms and conditions of sale, sales and pricing policies and practices), internal financial statements, marketing and promotional surveys, material and research and files relating to the Intellectual Property Assets and the Intellectual Property Agreements, terms and conditions with suppliers, standard terms of supply, standard form documents used primarily in the Business (such as purchase order terms, terms of sale and order acceptance documentation) (“Books and Records”);
12. all goodwill and going concern value of the Business and the Purchased Assets (to the extent transferable); and
13. all mailing lists (including names, mailing and email addresses), whether in the possession of the Sellers or third party service providers (the “Mailing Lists”).