Automotive Assembly Manufacturing Business in Michigan

Sale of substantially all of assets of the Dura Automotive Systems, LLC and Dura Automotive Systems, LLC, including all right, title and interest of the Asset Sellers to or under the properties and assets of the Asset Sellers of every kind and description, wherever located, whether real, personal or mixed, tangible or intangible, including all right, title and interest of the Asset Sellers, and more described as below:

• All Transferred Contracts, but only to the extent designated as Transferred Contracts pursuant to Section 2.6; provided, however, that Transferred Contracts shall include (and in no event shall Rejected Contracts include, irrespective of Section 2.6 or Section 2.11) (i) licenses included in the Intellectual Property contemplated by Section 2.1(c), (ii) any\ collective bargaining agreement and (iii) purchase orders;
• All Seller Owned Real Property and Seller Leased Real Property (subject to Section 2.6) and other interests in real property, together in each case with the Asset Sellers’ right, title and interest in and to all structures, facilities or improvements located thereon and all easements, licenses, rights and appurtenances relating to the foregoing;
• All Intellectual Property owned, licensed, used or held for use by or on behalf of an Asset Seller, including all Intellectual Property listed on Section 3.13(a) of the Disclosure Schedules;
• All accounts receivable, notes receivable and other receivables due to the Asset Sellers, together with any unpaid interest or fees accrued thereon or other amounts due with respect thereto;
• All machinery, equipment, furniture, furnishings, parts, spare parts, vehicles and other tangible personal property owned or leased (to the extent the underlying lease is a Transferred Contract) by the Asset Sellers;
• All raw materials, works-in-progress, finished goods, supplies, packaging materials and other inventories owned by the Asset Sellers (the “Inventory”);
• All Permits held by the Asset Sellers (the “Business Permits”), but only to the extent such Permits may be transferred under applicable Law;
• All books of account, general, financial, accounting and personnel records, files, invoices, customers’ and suppliers’ lists, other distribution lists, billing records, sales and promotional literature, manuals, technical information, control plans and customer and supplier correspondence owned by the Asset Sellers relating to the Business;
• Telephone, telex and telephonic facsimile numbers and other directory listings used by the Asset Sellers;
• All goodwill associated with the Transferred Assets or the Business;
• Except for the Wind-Down Amount and the Professional Fee Amount, all of the Asset Sellers’ cash and cash equivalents, and bank accounts;
• To the extent related to the Transferred Assets or Business and except as set forth in Section 2.2(d), all rights, claims or causes of action of the Asset Sellers against third parties arising out of events occurring prior to the Closing, including and, for the avoidance of doubt, arising out of events occurring prior to the Petition Date, and including any rights under or pursuant to any and all warranties, representations and guarantees made by suppliers, manufacturers and contractors relating to products sold, or services provided, to the Asset Sellers;
• All Tax Returns of, with respect to, or related to the Transferred Assets, the Business or the Assumed Liabilities (and all Tax books and records, including note papers and work papers, related thereto);
• All Tax assets (including refunds, rebates or credits of Taxes, or other Tax benefits) relating to the Transferred Assets, the Business or the Assumed Liabilities;
• All of the rights and claims of the Asset Sellers available under the U.S. Bankruptcy Code, of whatever kind or nature, as set forth in sections 544 through 551, inclusive, 553, 558 and any other applicable provisions of the Bankruptcy Code, including with respect to trade obligations paid prior to the Petition Date, and any related claims and actions arising under such sections by operation of Law or otherwise, including any and all proceeds of the foregoing (such rights and claims not to be prosecuted by the Buyer or any other Person);
• All net insurance proceeds to be received in respect of Transferred Assets;
• To the extent transferable, all rights of the Asset Sellers under nondisclosure
• or confidentiality, non-compete, or non-solicitation agreements with the Transferred Employees or with third parties to the extent relating to the Business or the Transferred Assets (or any portion thereof);
• All assets under each Transferred Subsidiary Benefit Plan and each Employee Benefit Plan that is not an Excluded Plan (collectively, the “Transferred Plans”), together with all funding arrangements thereto (including all assets, trusts, insurance policies and administrative service Contracts), to the extent any such assets are held by the Asset Sellers; and
• All credits, prepaid expenses, security deposits, other deposits, refunds, prepaid assets or charges, rebates, setoffs, and loss carryforwards of the Asset Sellers.