Assets of Food Wholesalers Business

Sale of substantially all of assets of Country Fresh Holding Company Inc. and Country Fresh Midco Corp. (the “Seller”), including without limitation the following:

• The Owned Real Property;
• The Facilities and all tangible property, apparatus, equipment, machinery, furniture, fixtures, computers, computer hardware, Software and programs (including all source code, object code, firmware, development tools, files, records, data, and documentation), reports, databases, user manuals, training manuals, sales literature, operations documentation, leasehold improvements (to the extent of any Seller’s rights to any leasehold improvements under Assigned Leases) and other items of personal property which are utilized in connection with the Business and located thereat (together, the “PP&E”);
• All Inventory (including all rights of any Seller to receive such Inventory) and all open purchase orders with suppliers;
• All Accounts Receivable;
• Subject to Section 2.6, all Assigned Contracts, Assigned Insurance Policies and Assigned Leases;
• Subject to Section 2.7, all Assigned Permits;
• All assignable or transferable warranties and guaranties presently in effect from contractors, suppliers or manufacturers of personal property installed in or used in connection with the PP&E (to the extent assignable);
• Except for Excluded Liabilities, all claims, causes of action and other legal rights and remedies of Sellers, and any proceeds of, or property and interests recovered in respect of, and the right to control, all claims and causes of action of any Seller, whether or not known as of the Closing Date, but excluding causes of action and other legal rights and remedies of Sellers (i) against either Buyer with respect to the transactions contemplated by this Agreement, (ii) relating exclusively to the Excluded Assets or (iii) against their lenders;
• All Records;
• All Business Intellectual Property, including the Intellectual Property listed on Schedule 5.1(h), and all goodwill associated therewith and symbolized thereby and all rights and privileges relating to or pertaining to the foregoing Intellectual Property (including all rights and privileges to the foregoing Intellectual Property under any employment agreements, nondisclosure agreements and intellectual property assignment agreements) (the “Acquired Intellectual Property”, including all usernames, passwords and other information and credentials used to access, use, manage, maintain or renew any domain names or social media accounts included in the Acquired Intellectual Property;
• All claims, rights, credits, causes of action (including any commercial tort claims), defenses and rights of set-off of any type of any Seller, including D&O Causes of Action, and any proceeds of, or property and interests recovered in respect of, and the right to control, all claims, counterclaims, causes of action and defenses of any Seller, including all causes of action pursuant to chapter 5 of the Bankruptcy Code or similar state laws, and with respect to the Assets, Assumed Liabilities, and any suppliers and vendors of the Sellers who, in the sole discretion of the Buyers, are going to be continuing suppliers and vendors, all claims arising under or in connection with non-disclosure, confidentiality, non-compete, and/or non-solicitation agreements, and all proceeds of the foregoing, in each case whether or not either Buyer chooses to settle, dismiss, prosecute, defend or otherwise pursue or resolve such claims, rights, credits, causes of action, defenses and/or rights of set-off; provided, however, the foregoing shall exclude any Sellers’ claims, rights, causes of action or defenses of any type with respect to their lenders and Buyers hereby agree not to commence D&O Causes of Action that are Assets acquired under this Section 2.2(k);
• Subject to Section 2.3, the amount of, and all rights to any, claims or proceeds received by any Seller under any Insurance Policy after the date hereof in respect of (i) the loss, destruction, or condemnation of any Assets, occurring prior to, on or after the Closing or (ii) any Assumed Liabilities, except as set forth in Schedule 2.1(l) attached hereto;
• The PACA Lien Assets;
• All rights of Sellers relating to deposits and prepaid expenses, claims for refunds and rights of offset in respect thereof that are not Excluded Assets; and
• All other assets that are related to or used in connection with the Business and that are owned or leased by any Seller as of the Closing.