Passenger and Cargo Airline Services Business in Alaska

Sale of substantially all of assets of the Peninsula Airways, Inc., dba PenAir, include all of Seller’s, direct or indirect, right, title and interest in, to and under all of Seller’s tangible and intangible assets, properties and rights as of the Closing Date of whatever kind or nature and wherever situated or located, other than the Excluded Assets, described as below:

• All Accounts Receivable;
• All owned Inventories;
• Certain to be determined airport Facility Leases, agreements and licenses or arrangements at Stations in Alaska and Massachusetts (collectively, the “Station Leases”), which Purchaser elects by written notice to Seller given not later than September 27, 2018, together with all Station Property, in each case relating to such assumed Station Leases (collectively, the “Acquired Station Assets”);
• Subject to the approval of the U.S. Department of Transportation (“DOT”) and the FAA, Seller’s Certificate of Public Convenience and Necessity issued by the DOT under 49 U.S.C. Chapter 411 and Seller’s Air Carrier Certificate and Operations Specifications issued by the FAA under 14 CFR Part 121 and 14 CFR Part 135;
• Subject to approval of Alaska Airlines, Inc. and/or the Bankruptcy Court, as applicable, all Code Share Agreements and Capacity Purchase Agreements, which are Assigned Contracts;
• All Seller’s rights to subsidies or other benefits under the Essential Air Services program;
• All deposits (including, without limitation, security deposits (whether maintained in escrow or otherwise) for Aircraft Leases (except to the extent that such Aircraft Lease is an Excluded Asset under Section 2.2 below), assumed property leases, utilities and other Assumed Assets, all FNBA Deposits, rent, electricity, telephone or otherwise), advances, prepayments, reserves, rights in respect of promotional allowances, vendor rebates and other refunds, claims, causes of action, rights of recovery, rights under guaranties, rights of set-off and rights of recoupment of every kind and nature (whether or not known or unknown or contingent or non-contingent), and the right to receive and retain mail, Accounts Receivable payments and other communications of Seller and the right to ticket revenue in respect to transportation or other services performed but unbilled or uncollected as of the Closing, provided, however, all deposits provided to any utility provider under Section 366 of the Bankruptcy Code shall be payable to Purchaser upon termination of the utility service;
• To the extent that such lease (and any such agreement related thereto, if any) is an Assigned Contract, all rights under a lease (and any agreement related thereto) for a Leased Property, in each case together with all interests in and to all Improvements and fixtures located thereon or attached thereto, and other appurtenances thereto, and rights in respect thereof;
• All owned aircraft, engines and propellers;
• All owned real property and real property fixtures;
• All information technology systems;
• All owned office furniture and furnishings;
• All pre-Closing ticket sales proceeds for flights to be flown post-Closing;
• All owned Ground Support Equipment and other FF&E;
• All Intellectual Property;
• All Assigned Contracts, to the extent assignable;
• All Permits, to the extent assignable;
• All manuals for FAA 14 CFR Part 121 operating certificate, FAA 14 CFR Part 135 operating certificate, and other FAA operating certificates;
• All recoverable overpayments of air transportation related governmental fees and charges;
• Except to the extent that such insurance policy is an Excluded Asset under Section 2.2(e) below and to the extent assignable, all rights under or arising out of all insurance proceeds and insurance policies relating to the Business or any of the Acquired Assets (including, without limitation, returns and refunds of any premiums paid, or other amounts due back to Seller, with respect to cancelled policies), unless non-assignable as a matter of Law;
• All motor vehicles owned by Seller;
• All rights under non-disclosure or confidentiality, non-compete, or nonsolicitation agreements with employees and agents of Seller or with third parties (including, without limitation, any non-disclosure or confidentiality, non-compete, or non-solicitation agreements entered into in connection with the Auction); 
• Assigned Causes of Action;
• To the extent assignable, all rights under or pursuant to all warranties, representations and guarantees made by suppliers, manufacturers, contractors and any other Person to the extent relating to products or services purchased by or provided, to Seller or to the extent affecting any Acquired Assets, other than any warranties, representations and guarantees pertaining to any Excluded Assets; (y) all books and records of Seller (excluding Seller’s corporate books and records and corporate, financial and Tax records, work papers and other records that Seller is required by Law to retain, copies of which, however, shall be provided to Purchaser upon request);
• All sales and promotional materials, catalogues and advertising literature.

The Sale Assets are more described in "ASSET PURCHASE AGREEMENT" from Page 24-27 on the attached PDF.