Open Die Forgings and Custom Forgings Manufacturing Business in Illi...

Sale of substantially all of assets of the Anderson Shumaker Company, including all right, title and interest of Seller in and to the Real Property and the Personal Property, including all assets, Acquired Assets, rights, and claims, tangible and intangible (including each warranty, representation, guarantee, indemnity, contractual claim (express, implied or otherwise), deposit, prepaid charge, or prepaid expense), wherever situated or located, real, personal, or mixed, tangible or intangible, contingent, owned, leased, or licensed, used, owned, or held by Seller in connection with the Business and Real Property, as the same shall exist on the Closing Date, including, without limitation, all of Seller’s right, title, and interest in the following:

• The fee simple interest in the Real Property described on Exhibit A, together with Seller’s right, title and interest in and to all improvements, equipment, and other Personal Property located thereon and all rights and privileges appurtenant thereto;
• All fixed assets and other owned personal property (“Personal Property”) and interests related to the Business, Real Property or Acquired Assets, wherever located, including all current and useable inventory, vehicles, tools, parts, supplies, fuel, machinery, equipment, furniture, furnishing, appliances, fixtures, office equipment and supplies, owned and licensed computer hardware and related documentation, stored data, communication equipment, trade fixtures and leasehold improvements, in each case with any freely transferable warranty and service rights of Seller with respect to such Acquired Assets;
• All trade and non-trade Accounts Receivable, notes receivable, and negotiable instruments of Seller;
• Any documents in Seller’s possession relating to the Acquired Assets, but excluding any tax returns;
• All deposits of Seller as security for rent, electricity, telephone, bonds, or other sureties or otherwise, and prepaid charges and expenses, including all prepaid rent and all prepaid charges, expenses and rent under any personal property leases attributable to the period of time beginning prior to and ending at Closing;
• All Permits and all pending applications therefor to the extent such Permits and pending applications therefore are transferrable;
• Customer lists, sales and marketing materials, mailing lists, marketing lists, employee lists, and related information;
• All express or implied guarantees and warranties relating to the Acquired Assets, including rights under vendors’ and manufacturers’ warranties, indemnities, guaranties; excluding, however, any Causes of Action;
• Any Intellectual Property;
• All goodwill, payment intangibles, and general intangible assets and rights of Seller to the extent associated with the Business or the Acquired Assets;
• All rights of Seller under the Assumed Contracts;
• All other tangible and intangible property, privileges, rights (including prepaid expenses) and interests used by Seller in connection with the Real Property or the Business of every kind and description and wherever located, whether known or unknown, fixed or unfixed, accrued, absolute, contingent or otherwise, and= whether or not specifically referred to in this Agreement; 
• Provided, however, that in all cases, the Acquired Assets shall not include any of the Excluded Assets.