Wood Pellet Manufacturing and Distribution Business in Mississippi

Sale of substantially all of assets of the Hickory Operating 1 LLC, including all of Seller’s right, title and interest in, to and under all of Seller’s tangible and intangible assets, properties, rights and claims, as the same shall exist as of the Closing Date, of whatever kind or nature and wherever situated or located, other than the Excluded Assets (collectively, the “Acquired Assets”), including the following:

• All accounts receivable, notes receivable, negotiable instruments, chattel paper (including, without limitation, completed work that has not yet been billed) and other receivables (including, without limitation, in respect of goods shipped, products sold, licenses granted, services rendered or otherwise and all amounts that may be returned or returnable with respect to letters of credit drawn down prior to the Closing) from third parties, together with any unpaid financing charges accrued thereon (collectively, “Accounts Receivable”);
• All Intellectual Property, including all rights of action arising from Intellectual Property, including claims for damages by reasons of infringement, and all present and future rights to sue and collect damages or seek injunctive relief for any such infringement;
• All PP&E, including, without limitation, all assets identified on Schedule 2.1(c);
• All causes of action, rights of recovery, rights under warranties and 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;
• All Owned Real Property 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 rights under all non-disclosure agreements previously signed with prospective buyers for Seller’s assets and Business;
• All Permits to the extent transferable;
• Any Claim, right or interest in and to all (or the benefit of all to the extent not assignable) Tax refunds, rebates, abatements, credits and similar items of Seller relating to any period, or portion of any period, beginning on or after the Closing Date, to the extent relating to the Business and/or the Acquired Assets post-Closing;
• All rights, remedies, and benefits under or pursuant to all warranties, representations and guarantees made by vendors, suppliers, manufacturers, contractors and any other Person to the extent relating to products sold, or services provided, to Seller or to the extent related in any way to the Acquired Assets or the Assumed Liabilities;
• All information, files, records, correspondence, data, plans, manuals, recorded knowledge, including customer and supply lists, sales and promotional materials, catalogues and advertising literature;
• Telephone, email addresses, and fax numbers;
• All goodwill, choses in action, causes of action, judgments, actions, claims and rights of any kind as against others (whether by contract or otherwise);
• All of Seller’s books and records in the Seller’s possession or located at the Owned Real Property, including hard copies and electronically stored books and records, or documents contained in the data room provided to Buyer including, without limitation, all books of account; provided, however, that Buyer shall preserve all books and records and similar financial and other records relating to business books and records, operating data and plans, together with all files, contracts, instruments and other documents pertaining to Seller’s Business or the Acquired Assets, and Seller shall have the right of reasonable access to and examination of such books and records, including the right to make copies thereof, for a period of three (3) years after the Closing Date upon reasonable notice to Buyer and during normal business hours; provided further, that upon Buyer’s reasonable request, Seller shall provide Buyer reasonable access to the Tax Returns, Tax books and records and similar financial and other records of Seller to the extent they are reasonably relevant to Buyer or pertain to the Acquired Assets as reasonably redacted by Seller; 
• All of Seller’s rights to receive refunds, payments or overpayments, clawbacks or other amounts (whether from a workers’ compensation administrator or otherwise) in respect of any and all workers’ compensation matters, claims, potential claims, purported claims and similar related items; and
• All insurance policies and benefits, including insurance rights and proceeds and including any accounts receivable credit insurance policy, rights and proceeds