Financial Assets for Sale

Sale of financial assets includes:

1. To the Goodman Trustee, as Trustee for the JAG-1 Trust, one half of the Seller’s Estate’s non-exempt assets except for those non-exempt assets already in the possession of the Goodman Trustee, save and except for those assets to be conveyed in (iii) and (iv) below;
2. To the Goodman Trustee, as Trustee for the JAG-2 Trust, one half of the Seller’s Estate’s non-exempt assets except for those non-exempt assets already in the possession of the Goodman Trustee, save and except for those assets to be conveyed in (iii) and (iv) below;
3. Upon the Trustee’s filing of the Estate’s tax return for the tax year(s) in which the Total Payment was received the surviving tax attributes of the estate shall become the property of the Seller, to Seller’, all of the Estate’s tax carryforwards and/or carrybacks including all of the Estate’s claims against the IRS for tax refunds and the right to dispute any IRS tax liabilities and related tax beneficial losses, including the right to object to any proof of claim filed by the IRS in Seller’s bankruptcy case; and
4. To Seller, all of the Estate’s claims or potential claims which are or could be asserted against the Seller’s spouse, Cayenne Goodman, in the pending divorce proceeding and/or any subsequent litigation between them, including but not limited to property division, support, reimbursement, set-off, breaches of fiduciary duty, custody and visitation, or in the bankruptcy case including the right and power to object to any proof of claim filed Cayenne Goodman, and the rights and powers under Sections 542 and 544 of the U.S. Bankruptcy Code (co-extensive with the Trustee) as against Cayenne Goodman.