Assets of Automotive Parts Warehousing and Distributing Business

Sale of substantially all of assets of Automotive Parts Distribution International, LLC (the “Seller”), which includes:

• All Fixed Assets and Equipment;
• All Accounts Receivable;
• All Inventory;
• The Assumed Lease;
• Assumed Contracts;
• All Records;
• All site plans, surveys, soil and substratus studies, architectural plans, as- built drawings, appraisals and electrical and mechanical plans and studies relating to the Facility;
• All sales, promotion, marketing and advertising rights and materials, customer lists, supplier lists and mailing lists used primarily in connection with the Business, together with all files relating to the foregoing and other data used primarily in connection with the Business;
• All third party warranties, guarantees, refunds, rights of recovery, rights of set-off or counter-claim and rights of recoupment of every kind and nature for the benefit of, or enforceable by, the Seller in each case to the extent arising from or relating to the Business, the Acquired Assets or the Assumed Liabilities;
• All products sold or leased by Seller (including products hereafter returned or repossessed and unpaid sellers’ rights of rescission, replevin, reclamation and rights to stoppage in transit);
• All Permits, to the extent such Permits are transferable, and all nongovernmental licenses, franchises, authorizations and approvals, in each case relating to the Business;
• All regulatory files, and to the extent they are transferable, all clearances and certifications associated with the continued operation of the Business;
• All prepaid expenses and prepaid deposits in connection with the Business including all prepaid Taxes and water charges, all prepaid purchases of gas, oil and hydro, and all prepaid lease payments (including prepaid lease payments or deposits);
• Financial, marketing and business data, pricing and cost information, business and marketing plans, servers, offsite and backup storage, files, correspondence, records, data, plans, reports and recorded knowledge, historical trademark files, prosecution files of any Seller in whatever media retained or stored, including computer programs and disks, in each case used in, held for use in, or relating to the Business, the Acquired Assets or the Assumed Liabilities, including files in the possession of or under the control of Seller;
• All customer data, customer lists, and information related to customer purchases at the Facility or through an e-commerce platform or any similar ecommerce platform owned, operated, or controlled by any Seller (the “Customer Information”);
• All goodwill associated with the Business or the Acquired Assets;
• Product designs, design rights, tech packs, artwork, archival materials and advertising materials, copy, commercials, images and artwork owned by any Seller, or in which any Seller has any interest or right;

Assets are more described from Page No. 21-24 on the attached PDF.