Assets of Aircraft Manufacturing Business

Sale of substantially all of assets of ONE Aviation Corporation and its affiliated sellers (collectively the “Sellers”), including all of the Sellers’ right, title and interest in, to and with respect to the design, engineering, manufacture, repair, warranty repair, general maintenance, inspection, general support, upgrade and customer support of commercial aircraft under the Sellers’ tradenames (hereinafter, the “Business”), including the following:

• All of the Sellers’ properties, rights, claims, and 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, whether or not reflected on the books and records of the Seller, as the same shall exist on the Closing Date;
• Subject to Section 2.6 hereof, unless the Bankruptcy Court shall have ruled that such Contract is not assignable pursuant to Section 365 of the Bankruptcy Code and Bankruptcy Rule 6006 after a properly filed objection by the counterparty thereto, all rights under Contracts, agreements and purchase and sale orders that are not Excluded Contracts (as defined in Section 2.6(a)), including all rights under any lease for Assumed Leased Real Property and any customer contracts and any contract renewal rights, but excluding obligations under the DIP Financing or any other debtor-inpossession financing (the “Assigned Contracts”), each as listed on Schedule 2.1(b);
• To the extent related to the Business, except as set forth on Schedule 2.1(c), all trade and non-trade accounts receivable, notes receivable and negotiable instruments of the Sellers (the “Accounts Receivable”);
• All of the Sellers’ Cash and Cash Equivalents (except to the extent of the Cash Purchase Price Payment, Wind-Down Payment, Committee Settlement Payment, Kestrel Secured Claim Payment, Senior Subordinated Notes Claim Payment, Professional Fee Payment, Closing Date Administrative and Priority Claim Payment, and those amounts set forth on Schedule 2.1(d));
• All Documents relating to the Purchased Assets or Assumed Liabilities, including, without limitation, customer lists; provided, however, that the Sellers have the right to retain copies at the Sellers’ expense;
• All tangible assets of the Sellers relating to the Business, including, without limitation, the tangible assets of the Sellers located at any Assumed Leased Real Property or at the locations listed on Schedule 2.1(b);
• All personnel files for the Employees except as prohibited under Law; provided, however, that the Sellers have the right to retain copies at the Sellers’ expense to the extent not prohibited by Law;
• Any chattel paper owned or held by the Sellers relating to the Business or the Purchased Assets, except to the extent constituting an Excluded Asset;
• Any lock boxes to which account debtors of the Sellers remit payment relating to the Business or the Purchased Assets;
• All other or additional assets, properties, privileges, rights (including prepaid expenses) and interests of the Sellers relating to the Business or the Purchased Assets 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;
• To the extent transferrable hereunder and at the time when Sellers are able, all Permits relating to the Business or the Purchased Assets, and all pending applications therefor, including, without limitation, the Aircraft Certificates (as defined in Section 5.3(d));
• 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 Purchased Assets (including, for the avoidance of doubt, those arising under, or otherwise relating to the Assigned Contracts) or Assumed Liabilities, including rights under vendors’ and manufacturers’ warranties, indemnities, guaranties and claims and causes of action under applicable Law that are possessed by the Sellers (excluding Avoidance Actions); (m) the Purchased Intellectual Property, including all claims (including all rights to bring claims for past, present or future infringement of the Purchased Intellectual Property owned by the Seller) and causes of action of the Sellers as of the Closing against any Persons (regardless of whether or not such claims and causes of action have been asserted by the Sellers) related thereto;
• All goodwill, payment intangibles and general intangible assets and rights of the Sellers to the extent associated with the Business or the Purchased Assets.

Assets is more described from Page No. 84-87 on the attached PDF.