Aircraft Manufacturers Business in Georgia

Sale of substantially all of assets of the Thrush Aircraft, Inc, including all of Seller's right, title and interest in, to and with respect to the Business, including the following:

• All of Seller's assets (other than the Excluded Assets) of every kind and description, wherever situated or located, real, personal or mixed, tangible or intangible, contingent, owned, leased, or licensed, for use in or relating to the Business or otherwise owned by Seller, including any assets formerly used in the Business that are owned by Seller but no longer used in the Business, whether or not reflected on the books and records of Seller, as the same shall exists on the Closing Date; including, but not limited the real property described on Schedule 2. l(a)(i).
• (A) all Contracts set forth on Schedule 2.1(a)(ii), which may be added to or subtracted from by Purchaser, in its sole discretion, prior to seven (7) days before the Auction Date with any added Contracts automatically becoming an Assigned Contract and with any subtracted Contract automatically becoming an Excluded Asset, which Assigned Contracts Seller shall assume and assign to Purchaser pursuant to section 365 of the Bankruptcy Code; and (B) to the extent assignable pursuant to Section 365 of the Bankruptcy Code and Bankruptcy Rule 6006, all rights under any lease for assumed leased real property and any renewal rights, but excluding any obligations outstanding under the DIP Financing to be forgiven by Purchaser at Closing, each as listed on Schedule 2.KaHii) (collectively, "Assigned Contracts");
• To the extent related to the Business, all trade and non-trade accounts receivable, notes receivable, and negotiable instruments of Seller ("Accounts Receivable"), except for those set forth on Schedule 2.1(a)(iii) ("Excluded Accounts Receivable");
• All Documents relating to the Acquired Assets or Assigned Contracts;
• All tangible assets of Seller relating to the Business, including, without limitation, the tangible assets of Seller located at any assumed leased real property;
• All personnel files for the Employees except as prohibited under Law; provided, however, that Seller has the right to retain copies of such files to the extent not prohibited by Law;
• Any chattel paper owned or held by Seller relating to the Business or the Acquired Assets, except to the extent constituting an Excluded Asset;
• All Permits relating to the Business or the Acquired Assets, and all pending applications therefor, including without limitation, to the extent transferable hereunder, the Aircraft Certificates (as defined below);
• All express or implied guarantees, warranties, representations, covenants, indemnities, rights, claims, counterclaims, defenses, credits, causes of action, or rights of set off against third parties relating to the Acquired Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to the Assigned Contracts), including rights under vendors' and manufacturers' warranties, indemnities, guaranties and claims and causes of action under applicable Law that are not possessed by Seller (excluding Avoidance Actions);
• All Patents, Copyrights, Marks, inventions (whether or not patentable), trade secrets, Net Names, the internet web site located at "www.thrushaircraft.com" and all other Marks and other intangible assets used by Seller, including the right to use all Trade Names, including "Thrush" and "Thrush Aircraft," and also including the right to use those registrations and applications, if any, set forth on Schedule 2.1(a)(x), which may be added to or subtracted prior to seven (7) days before the Auction Date (collectively, "Acquired IP Assets");
• The Intellectual Property, including all claims (including all rights to bring claims for past, present or future infringement of the Intellectual Property owned by Seller) and causes of action of Seller at Closing against any Persons (regardless of whether or not such claims and causes of action have been asserted by Seller) related thereto, including but not limited to all FAA authorizations such as Type Certificates and related drawings, documents, and tooling;
• All Goodwill, payment intangibles, general intangibles, and other assets and rights of Seller to the extent associated with the Business and the Acquired Assets, including Seller's customer lists;
• All Inventory, including raw materials, work in process, parts, subassemblies, and finished goods, wherever located and whether or not obsolete or carried on Seller's books and records, in each case with any transferable warranty and service rights of Seller with respect to such Acquired Assets to the extent owned by Seller;
• To the extent permitted by Law, Seller's Documents, and without limiting the foregoing, each of the following: financial, accounting, and other books and records, correspondence, and all customer sales, marketing, advertising, packaging, and promotional materials, files, data, software (whether written, recorded or stored on disk, film, tape or other media, and including all computerized data), drawings, engineering and manufacturing data, and other technical information and data, and all other business and other records, in each case arising under or relating to the Acquired Assets, the Assigned Contracts, or the Business; provided, however, that Seller may retain copies of Seller's financial and accounting records after the Closing for the limited purpose of facilitating Seller's preparation and filing of tax returns, and Seller shall be granted access to Seller's drawings, engineering and manufacturing data, and other technical information and data to the extent necessary to permit Seller to prosecute or defend litigation concerning claims that arise from or relate to aircraft sold or repaired before the Closing;
• To the extent transferable, all rights and obligations under or arising out of all insurance policies relating to the Business or any of the Acquired Assets or Assigned Contracts (including returns and refunds of any premiums paid, or other amounts due back to Seller, with respect to cancelled policies);
• All rights and obligations under non-disclosure or confidentially, key employee retention plans and similar arrangements with (or for the benefit of) employees and agents of Seller or with third parties; and
• All product and Inventory testing information.