Boat Dealers Business in California

Sale of substantially all of assets of the Eliminator Custom Boats, Inc., including all of the business, assets, properties, contractual rights, goodwill, going concern value, rights and claims used in, generated by or related to the Business or otherwise owned, leased or licensed by Seller and the Subsidiaries, wherever situated and of whatever kind and nature, real or personal, tangible or intangible, whether or not reflected on the books and records of Seller and the Subsidiaries, as applicable, including all confidential information and good will of Seller and the Subsidiaries (collectively, other than any of the Excluded Assets, the “Acquired Assets”), described as below:

• Equipment. All machinery, equipment, tooling, leasehold improvements, furniture, furnishings, fixtures, office equipment, computer equipment and peripherals, telephone equipment, molds, tools, spare parts, fixed assets, supplies, maintenance equipment and supplies, materials and other items of personal property of every kind and description (other than the Vehicles which is separately referenced in Sections 2.1(b)), including those items described on Schedule 2.1(a) (the “Equipment”), and all maintenance records, brochures, catalogues and other documents relating to the Equipment or the installation or functioning of such Equipment;
• Vehicles. All lift trucks, boom trucks, tractors, delivery trucks and other trucks, trailers, automobiles and other vehicles, including those vehicles described on Schedule 2.1(b) (the “Vehicles”);
• Inventory. All inventory used or held for use in the Business, including but not limited to, all supplies, parts, engines, drives, and works in progress, including those items described on Schedule 2.1(c) (“Inventory”);
• Accounts Receivable. Any and all accounts receivable, trade receivables, notes receivable, other receivables and other obligations owed to Seller in existence at the Closing Date (whether or not billed) with respect to the Business or the Acquired Assets, including any receivables payable by any Subsidiary to Seller or any Affiliate of Seller;
• Information and Records. All production records, product files, product specifications, technical information, laboratory notebooks, confidential information, price lists, marketing information, advertising materials, brochures, DVDs, sales records, invoices, cost and pricing manuals, customer lists and files (including customer credit and collection information), supplier lists and files, labels and packaging materials, copies of tax records in respect of the Acquired Assets, historical and financial records and files (as available within Seller and other than Tax records of Seller), and other proprietary information (other than the Intellectual Property, which is separately referenced in Section 2.1(e)), together with the following papers and records in Seller’s care, custody or control or otherwise available to it, subject to Section 2.3: all blueprints, building specifications and “as built” plans, all personnel and labor relations records (to the extent permitted by Law), training manuals, all employee benefits (as available within Seller) and compensation plans and records, all environmental control, monitoring and test records, all reports, notifications, plans or submissions required by Law to be maintained for the Business, all plant cost records, all maintenance and production records, all plats and surveys of the Real Property and all plans and designs of buildings, structures, fixtures and equipment;
• Intellectual Property. In addition to the items identified on Schedule 2.1(f), the name “Eliminator,” “Eliminator Custom Boats,” any logos relating to such name, and all other Intellectual Property Rights used or exploited by Seller in the Business and all copies and tangible embodiments of any or all of the foregoing (in whatever form or medium) (collectively, the “Intellectual Property”);
• Other Intangibles. All goodwill and other intangible assets associated with the Business, including all customer relationships and goodwill of the Business as a going concern, and the goodwill associated with the Intellectual Property, and all information and documents related thereto, including the exclusive right to represent itself as carrying on the business of the Business in succession to Seller;
• Systems. All management information systems, including all hardware, software, databases, compilations, tool sets, compilers, higher level or proprietary languages, and all related documentation and materials, whether in source code, object code or human readable form, and all customer lists, vendor lists, pricing and cost information, catalogs, research material, research and development, technical information, trade secrets, technology, know-how, formulas, compositions, specifications, designs, drawings and, manufacturing and production techniques, technology, processes and quality control data, if any (collectively, the “Systems”) and all copies and tangible embodiments of any or all of the foregoing (in whatever form or medium);
• Cash. All Cash and Cash Equivalents of the Business.
• Customer Prepayments. All amounts, cash or otherwise, received by Seller prior to the Closing Date related to work to be performed for customers of the Business subsequent to the Closing Date.
• Other Assets. All other assets of any nature whatsoever used in, generated by or related to the Business, including Avoidance Actions (except for Excluded Assets and other than those assets previously described in this Section 2.1), including prepaid expenses, customer deposits, rental deposits, utility deposits, equipment deposits, supply deposits, other deposits and rights of recovery, refunds and rights of set-off against third parties (the “Other Assets”);
• Acquired Causes of Action. All causes of action related to the Acquired Assets, including but not limited to, theft, conversion, misappropriation and vandalism, whether choate or inchoate, known or unknown, contingent or non-contingent (“Acquired Causes of Action”). For the avoidance of doubt, (a) Acquired Causes of Action shall include, without limitation, claims, rights and causes of action against any party in connection with Purchaser’s ownership and operation of the Acquired Assets following the Closing that arise after the Closing, however (b) Acquired Causes of Action shall not include any Leach Causes of Action; 
• Contracts. All rights of Seller under the Assigned Contracts, including all claims or causes of action with respect to the Assigned Contracts;
• Insurance Proceeds. All property and casualty insurance proceeds, and all rights to property and casualty insurance proceeds, in each case to the extent received or receivable in respect of the Business, including the right to prosecute and assert insurance claims in Seller’s name;
• Restrictive Covenants. All rights of Seller, if any, under non-disclosure or confidentiality, non-compete, non-solicitation agreements, assignment agreements or similar agreements with former employees, employees and agents of Seller or with third parties to the extent relating to the Business or the Acquired Assets (or any portion thereof);
• Warranties. All rights of Seller under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers and contractors to the extent relating to products sold or services provided to Seller or to the extent affecting any Acquired Assets; and 
• Permits. All Permits, including environmental permits, used by Seller in the Business (which includes all Permits necessary to conduct the Business as currently conducted) and all rights, and incidents of interest therein.