Assets of Home Textile Manufacturing Business

Sale of substantially all of assets of The Northwest Company LLC, which includes:

• Certain of the seller's intellectual property (i.e., brand names), including its rights under all executory contracts and trademark license agreements designated by Purchaser to be assumed and assigned (the “Assigned Contracts”);
• A significant number of the current company employees, including certain members of senior management, to be determined;
• Certain lease and warehouse agreements (the “Real Estate Agreements”);
• All inventory relating to the Assigned Contracts and the inventory of raw materials located in Ronda, NC and scheduled in the Stalking Horse Agreement (the “Purchased Inventory”); All furniture, fixtures, computers, CAD machines and other equipment (“FF&E”) owned by the sellers located at the Roslyn, NY, Bentonville, AR and Ronda, NC locations, provided, however, that this shall not include any FF&E subject to first priority liens or secured equipment leases unless such leases are designated by Purchaser in the Stalking Horse Agreement as Assigned Contracts;
• IT software/systems with corresponding data, including social media accounts, social media handles, websites, e-commerce sites, URLs, domain names, phone numbers and e-mail addresses owned or controlled by the sellers or used in the business;
• All insurance proceeds and insurance proceeds receivable arising from any claim made under the seller's insurance proceeds with respect to the Purchased Assets (defined below), excluding insurance proceeds and insurance proceeds receivable in respect of tort liabilities and other Excluded Liabilities (as defined in the Stalking Horse Agreement);
• Any rights of the sellers under or pursuant to all warranties, representations and guaranties made by suppliers, manufacturers and contractors;
• All general intangibles and supporting obligations relating to any of the foregoin; and
• Other assets which will be defined in the Stalking Horse Agreement (collectively, the “Purchased Assets”).