Assets of Florida Transportation Company

Sale of assets of Comcar Industries, Inc. which includes:

1. all Assumed Contracts;
2. subject to the right of Sellers to retain copies (at the Sellers’ expense and subject to Section 6.11), all Acquired Business Information in the possession or reasonable control of any Seller and whether in hard or electronic format;
3. all goodwill associated with the Business, the Acquired Assets and the Assumed Liabilities;
4. all Vehicles owned by Sellers Relating to the Business, including those listed on Schedule 2.1(d) (the “Owned Vehicles”);
5. all rights of Sellers to the Vehicles which are leased pursuant to an Assumed Contract, including those listed on Schedule 2.1(e) (the “Leased Vehicles”);
6. Sellers’ owned equipment, machinery, furniture, shop equipment, spare parts, fixtures, furnishings, office equipment, computers, communications equipment, and other tangible personal property and improvements Relating to the Business (the “Owned Equipment”);
7. all rights of Sellers to the equipment, machinery, furniture, spare parts, fixtures, furnishings, office equipment, communications equipment, and other tangible personal property and improvements which are leased pursuant to an Assumed Contract (collectively with the Owned Vehicles, Leased Vehicles, and Owned Equipment, the “Equipment”);
8. All rights of Sellers to the warranties, express or implied, and licenses received from manufacturers and sellers of the Equipment;
9. all Claims and causes of action against any Person of every kind and description Relating to the Business, and all Claims of any Seller to the extent arising from or relating to or in connection with the Acquired Assets or the Assumed Liabilities or Relating to the Business (regardless of whether or not asserted by any Seller and it being understood that the Claims set forth in this Section 2.1(i) shall include Claims against any third Person counterparty of the Business), all of the proceeds from the foregoing which are accrued and unpaid as of the Closing, all rights of indemnity, warranty rights, guaranties received from vendors, suppliers or manufacturers, rights of contribution, rights to refunds, rights of reimbursement and other rights of recovery possessed by any Seller against other Persons and the prosecution files of Sellers related thereto, in each case, to the extent exclusively related to the Acquired Assets or the Assumed Liabilities (regardless of whether such rights are currently exercisable);
10. all current assets Relating to the Business as of immediately prior to the Closing, except cash, cash equivalents and Accounts Receivable;
11. all prepaid expenses of Sellers relating to any of the Assumed Contracts;
12. all Intellectual Property Rights solely Relating to the Business, including, without limitation, the Intellectual Property listed in Schedule 4.11 (the “Transferred Intellectual Property”), and all rights to P.O. Boxes solely Relating to the Business;
13. all rights to proceeds from insurance policies associated with any tangible Acquired Assets, but only to the extent contemplated in the parentheticals in (i) of the definition of Excluded Assets; and
14. the DOT and FMCSA operating authorities of the Company identified by Buyer prior to Closing as contemplated below.